F-4

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As filed with the Securities and Exchange Commission on November November 23, 2005

Registration No. 333-          

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

FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

KERZNER INTERNATIONAL LIMITED
KERZNER INTERNATIONAL NORTH AMERICA, INC.
(Exact name of Registrant as specified in its charter)

Commonwealth of The Bahamas
Delaware
(State or other jurisdiction of
incorporation or organization) 7011
7011
(Primary Standard Industrial
Classification Code Number) 98-0136554
59-0763055
(I.R.S. Employer
Identification No.)

Coral Towers Paradise Island, The Bahamas (242) 363-6018	1000 S. Pine Island Road Suite 800 Plantation, FL 33324
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)
Corporation Service Company 2711 Centerville Rd., Suite 400 Wilmington, DE 19808 (800) 927-9801 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
D. Collier Kirkham, Esq. Cravath, Swaine & Moore LLP Worldwide Plaza, 825 Eighth Avenue New York, New York 10019 (212) 474-1000	Richard M. Levine, Esq. General Counsel Kerzner International Limited Coral Towers Paradise Island, The Bahamas (242) 363-6018

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

        If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee
63/4% Senior Subordinated Notes due 2015	$400,000,000	100%	$400,000,000	$47,080(1)
Guarantees of 63/4% Senior Subordinated Notes due 2015(2)	(3)	(3)	(3)	(4)

(1)

Calculated pursuant to Rule 457(f) of the Securities Act and Fee Rate Advisory #6 for Fiscal Year 2005 dated December 9, 2004 at a rate of $117.70 per $1,000,000.

(2)

See inside facing page for table of registrant guarantors.

(3)

No separate consideration will be received for the guarantees.

(4)

No further fee is payable pursuant to Rule 457(n).

The Registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

REGISTRANT GUARANTORS

Exact Name of Registrant Guarantor as Specified in its Charter	State of Incorporation or Organization	Primary Standard Industrial Classification Code Numbers	I.R.S. Employer Identification Number
Kerzner International Bahamas Limited[nc_cad,217]	Commonwealth of The Bahamas	7011	Not Applicable
Island Hotel Company Limited[nc_cad,217]	Commonwealth of The Bahamas	7011	Not Applicable
Paradise Acquisitions Limited[nc_cad,217]	Commonwealth of The Bahamas	7011	Not Applicable
Paradise Beach Inn Limited[nc_cad,217]	Commonwealth of The Bahamas	7011	Not Applicable
Paradise Enterprises Limited[nc_cad,217]	Commonwealth of The Bahamas	7011	Not Applicable
Paradise Island Limited[nc_cad,217]	Commonwealth of The Bahamas	7011	Not Applicable
Kerzner Investments Connecticut, Inc.*	Connecticut	7011	36-4041616
Kerzner International Management Limited[nc_cad,217]	British Virgin Islands	7011	Not Applicable
Aberdeen Management Limited[nc_cad,217]	Channel Islands	7011	Not Applicable
Birbo NV[nc_cad,217]	Netherlands Antilles	7011	Not Applicable
ISS, Inc.*	Florida	7011	65-0483536
Paradise Island Futures Limited[nc_cad,217]	Commonwealth of The Bahamas	7011	Not Applicable
Paradise Security Services Limited[nc_cad,217]	Commonwealth of The Bahamas	7011	Not Applicable
PIV, Inc.*	Florida	7011	65-0483531
Purposeful BV[nc_cad,217]	Netherlands	7011	Not Applicable
Kerzner Investments California, Inc.*	Delaware	7011	65-0932228
Kerzner International New York, Inc.*	New York	7011	13-4027976
Kerzner Hotels International (Bermuda) Limited[nc_cad,217]	Bermuda	7011	Not Applicable
Kerzner Hotels International Management NV[nc_cad,217]	Netherlands Antilles	7011	Not Applicable
Kerzner International Timeshare Limited[nc_cad,217]	Commonwealth of The Bahamas	7011	Not Applicable
Kerzner International Development (Timeshare) Limited[nc_cad,217]	Commonwealth of The Bahamas	7011	Not Applicable
Kerzner International Development Services, Inc.*	Delaware	7011	41-2061851
Kerzner International Development Limited[nc_cad,217]	Commonwealth of The Bahamas	7011	Not Applicable
Kerzner International Finance (BVI) Limited[nc_cad,217]	British Virgin Islands	7011	Not Applicable
Kerzner International Marketing (UK) Limited[nc_cad,217]	United Kingdom	7011	Not Applicable
Kerzner International Marketing, Inc.*	Florida	7011	65-0880994
Kerzner International Nevada, Inc.*	Nevada	7011	65-0922984
Kerzner New York, Inc.*	Delaware	7011	65-1069728
Kerzner International Resorts, Inc.*	Florida	7011	65-0483525
Solea Vacances SA[nc_cad,217]	France	7011	Not Applicable

Kerzner International Development Services Mexico, S. de R.L. de C.V.[nc_cad,217]	Mexico	7011	Not Applicable
Kerzner International Management Services, Inc.*	Delaware	7011	41-2061854
Kerzner Investments Palmilla, Inc.[nc_cad,217]	Commonwealth of The Bahamas	7011	Not Applicable
Kerzner International California, Inc.*	Delaware	7011	38-3668780
Kerzner International Development Services Holding, L.L.C.*	Delaware	7011	59-0763055
Kerzner International Management Services Holding, L.L.C.*	Delaware	7011	59-0763055
Kerzner International Management Services Mexico, S. de R.L. de C.V.[nc_cad,217]	Mexico	7011	Not Applicable
Kerzner Northampton Limited[nc_cad,217]	United Kingdom	7011	Not Applicable
Kerzner Servicios Mexico, S. de R.L. de C.V.[nc_cad,217]	Mexico	7011	Not Applicable
Kerzner International Development Services (UK) Limited[nc_cad,217]	United Kingdom	7011	Not Applicable
Kerzner International Palm Island Limited[nc_cad,217]	British Virgin Islands	7011	Not Applicable
Kerzner International UAE Limited[nc_cad,217]	British Virgin Islands	7011	Not Applicable
Kerzner International Employment Services Limited[nc_cad,217]	British Virgin Islands	7011	Not Applicable
Kerzner International Development FZ-LLC[nc_cad,217]	Dubai Free Zone	7011	Not Applicable
Kerzner International Management FZ-LLC[nc_cad,217]	Dubai Free Zone	7011	Not Applicable
One&Only Management Limited[nc_cad,217]	British Virgin Islands	7011	Not Applicable
One&Only Resorts Limited[nc_cad,217]	British Virgin Islands	7011	Not Applicable
Kerzner International Marine Projects Limited[nc_cad,217]	Commonwealth of The Bahamas	7011	Not Applicable
Kerzner Investments BLB, Inc.*	Delaware	7011	33-1124565
Kerzner Investments Pennsylvania, Inc.*	Delaware	7011	03-0488858
Kerzner UK Leisure Property Holdings Limited[nc_cad,217]	Commonwealth of The Bahamas	7011	Not Applicable
Kerzner UK Leisure Operations Holdings Limited[nc_cad,217]	Commonwealth of The Bahamas	7011	Not Applicable
Kerzner Greenwich Hotel Limited[nc_cad,217]	United Kingdom	7011	Not Applicable
Kerzner Greenwich Casino Limited[nc_cad,217]	United Kingdom	7011	Not Applicable
Kerzner Glasgow Limited[nc_cad,217]	United Kingdom	7011	Not Applicable
Kerzner UK Gaming Limited[nc_cad,217]	United Kingdom	7011	Not Applicable
Kerzner Manchester Limited[nc_cad,217]	United Kingdom	7011	Not Applicable
Kerzner Investments Morocco Limited[nc_cad,217]	Commonwealth of The Bahamas	7011	Not Applicable
Kerzner International Morocco Holdings Limited[nc_cad,217]	Commonwealth of The Bahamas	7011	Not Applicable
Kerzner International Management (Morocco) Limited[nc_cad,217]	Commonwealth of The Bahamas	7011	Not Applicable

Kerzner International Development (Morocco) Limited[nc_cad,217]	Commonwealth of The Bahamas	7011	Not Applicable
One&Only Resorts (Deutschland) Gmbh[nc_cad,217]	Germany	7011	Not Applicable
One&Only Resorts (France) EURL[nc_cad,217]	France	7011	Not Applicable
One&Only Resorts (Southern Africa) (Pty) Limited[nc_cad,217]	South Africa	7011	Not Applicable
World Leisure Holidays (Pty) Limited[nc_cad,217]	South Africa	7011	Not Applicable
Paradise Marina Condominium Investments Limited[nc_cad,217]	Commonwealth of The Bahamas	7011	Not Applicable
Hurricane Hole Marina Investments Limited[nc_cad,217]	Commonwealth of The Bahamas	7011	Not Applicable
Hurricane Hole Properties Limited[nc_cad,217]	Commonwealth of The Bahamas	7011	Not Applicable

^[nc_cad,217]

The address, including zip code and telephone number, including area code, of the registrant guarantor is as follows:

Coral Towers
Paradise Island, The Bahamas
(242) 363-6018

*

The address, including zip code and telephone number, including area code, of the registrant guarantor is as follows:

1000 S. Pine Island Rd., Suite 800
Plantation, Florida 33324
(954) 809-2000

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 23, 2005

PROSPECTUS

KERZNER INTERNATIONAL LIMITED
KERZNER INTERNATIONAL NORTH AMERICA, INC.

Offer to Exchange

6³/4% Senior Subordinated Notes Due 2015
For a Like Principal Amount of New
6³/4% Senior Subordinated Notes Due 2015

        We are offering to exchange up to $400,000,000 aggregate principal amount of new 6³/4% Senior Subordinated Notes due 2015 (the "New Notes"), for a like principal amount of the outstanding 6³/4% Senior Subordinated Notes due 2015, which have certain transfer restrictions (the "Original Notes"). The Original Notes and the New Notes are collectively referred to in this prospectus as the "notes." The New Notes generally will be free of the transfer restrictions that apply to the Original Notes that you currently hold, but will otherwise have substantially the same terms as the outstanding Original Notes. This offer will expire at 5:00 p.m., New York City time, on                        , 2005, unless we extend it. The New Notes will not trade on any established exchange.

        Each broker-dealer that receives New Notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for outstanding Original Notes where such outstanding Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of not less than 180 days after the expiration of this exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

SEE "RISK FACTORS" BEGINNING ON PAGE 15 TO READ ABOUT IMPORTANT FACTORS YOU SHOULD CONSIDER IN CONNECTION WITH THIS EXCHANGE OFFER.

        NONE OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, ANY STATE GAMING COMMISSION OR ANY OTHER GAMING AUTHORITY OR OTHER REGULATORY AGENCY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Prospectus dated                        , 2005.

        You should rely only on the information contained in this prospectus or to which we have referred you and the documents specifically incorporated by reference herein. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

TABLE OF CONTENTS

Where You Can Find More Information	i
Incorporation Of Certain Documents By Reference	ii
Forward-Looking Statements	iii
Prospectus Summary	1
Summary Historical Consolidated Financial Data	13
Risk Factors	15
Use Of Proceeds	31
Cash, Capitalization and Indebtedness	32
Ratio of Earnings to Fixed Charges	33
The Exchange Offer	34
Description Of Other Indebtedness	42
Description Of New Notes	44
Certain U.S. Federal Income Tax Consequences	78
Plan Of Distribution	79
Legal Matters	80
Experts	80

WHERE YOU CAN FIND MORE INFORMATION

        Kerzner International Limited ("Kerzner") is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), applicable to foreign issuers, and in accordance therewith file reports, including annual reports on Form 20-F, and other information with the Securities and Exchange Commission (the "SEC"). Kerzner makes available to its shareholders annual reports containing audited financial statements within 180 days of the end of each fiscal year and publish quarterly reports containing selected financial data for the first three quarters of the fiscal year generally within approximately 60 days from the end of such fiscal quarter (in each case, prepared in accordance with generally accepted accounting principles in the United States). Kerzner is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. However, Kerzner furnishes shareholders with statements with respect to annual or extraordinary meetings of shareholders, as well as such other reports as may from time to time be authorized by the board of directors or be required under law.

        You may read and copy this information at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. The SEC also maintains a website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. In addition, you may read the SEC filings of Kerzner at the offices of the New York Stock Exchange, which is located at 20 Broad Street, New York, New York 10005. Such SEC filings are available at the New York Stock Exchange because the common stock of Kerzner is listed on the New York Stock Exchange.

i

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        We have filed with the SEC a registration statement on Form F-4 under the Securities Act of 1933, as amended (the "Securities Act") with respect to this exchange offer. This prospectus does not contain all of the information contained in the registration statement and the exhibits to the registration statement. The SEC allows us to "incorporate by reference" in this prospectus certain information we have filed with the SEC, which means:

•

the prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus;



•

documents incorporated by reference are considered part of this prospectus; and



•

we can disclose important information to you by referring you to those documents.

        Kerzner has filed the following documents with the SEC and they are incorporated by reference in this prospectus:

•

our Annual Report on Form 20-F for the year ended December 31, 2004, filed with the SEC on March 31, 2005; and



•

our Reports on Form 6-K filed with the SEC on April 7, 2005, June 3, 2005, June 6, 2005, June 9, 2005, June 13, 2005, June 16, 2005, June 17, 2005, July 20, 2005, August 5, 2005, August 12, 2005, September 13, 2005, September 15, 2005, September 15, 2005, September 20, 2005, September 23, 2005, September 30, 2005 and November 7, 2005.

        Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus is modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded does not, except as so modified or superseded, constitute a part of this prospectus. In addition, all other documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus and prior to the expiration of the exchange offer shall be deemed incorporated by reference into this prospectus and to be a part hereof from the date of the filing of such documents or reports, to the extent not superseded by documents or reports subsequently filed.

        We will provide without charge to each person to whom a copy of this prospectus is delivered, upon the request of such person, a copy of any or all of the documents that are incorporated by reference herein, other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents. Written requests should be directed to the Secretary, Kerzner International Limited, Coral Towers, Paradise Island, The Bahamas. Telephone requests for such copies should be directed to the General Counsel at (242) 363-6018.

        Except as provided above, no other information, including information on Kerzner International Limited's website (http://www.kerzner.com), is incorporated by reference in this prospectus.

To obtain timely delivery of any copies of filings requested from us, please write or telephone us no later than                        , 2005.

        For further information with respect to us, we refer you to the registration statement, the exhibits filed as part of the registration statement and the documents incorporated by reference in this prospectus.

ii

FORWARD-LOOKING STATEMENTS

        Throughout this prospectus we make "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include the words "may," "will," "would," "could," "likely," "estimate," "intend," "plan," "continue," "believe," "expect" or "anticipate" or the negative of these words and other similar words and include all discussions about our expansion plans. We do not guarantee that the transactions and events described in this prospectus will happen as described or that any positive trends noted in this prospectus will continue. These forward-looking statements generally relate to our plans, objectives, intentions, beliefs and expectations for future operations and are based upon management's reasonable estimates of future results or trends. Although we believe that our plans and objectives reflected in or suggested by such forward-looking statements are reasonable, we may not achieve such plans or objectives. You should read this prospectus completely and with the understanding that actual future results may be materially different from what we expect. We will not update forward-looking statements even though our situation may change in the future.

Such forward-looking statements include, but are not limited to:

•

significant competition in the industries in which we operate;



•

significant development and construction risks for new projects and expansion and renovation efforts;



•

if we are unable to finance our expansion, development and renovation projects as well as other capital expenditures through cash on hand, cash flows from operations and borrowings, our expansion, development and renovation efforts could be jeopardized;



•

extensive governmental gaming regulations may harm our business;



•

gaming operations are subject to significant taxation and fees that, if increased, could harm our profitability;



•

the seasonality of our business could increase our exposure to disruptions caused by weather and other factors;



•

severe weather conditions or natural disasters could adversely affect our business, or further increase our insurance premiums or deductibles or make insurance unavailable at commercially reasonable rates;



•

additional increases in our insurance premiums and deductibles may increase our costs and impair our ability to obtain or maintain insurance on our properties;



•

work stoppages and other labor disputes could harm our financial condition and results of operations;



•

lack of sufficient air service could adversely affect our revenues and profits and adversely affect our future growth;



•

we do not own, manage or control Mohegan Sun and the revenues that we derive from Mohegan Sun are therefore outside of our control and are subordinated to certain existing and future obligations of Mohegan Sun;



•

a small number of our shareholders control a significant percentage of our ordinary shares and are able to control decisions affecting our company;



•

we significantly rely on technology;



•

joint ventures decrease our ability to manage risk;

iii

•

we may have disputes with the owners and joint venture partners of the properties that we manage;



•

we are subject to environmental, health and safety laws and regulations, and our noncompliance or a significant regulatory change could adversely affect our business, financial condition or results of operations;



•

difficulties with enforcing judgments against us or our directors or management that reside outside the United States;



•

difficulties enforcing gaming debts in certain foreign jurisdictions or in certain jurisdictions within the United States could negatively affect our operating results;



•

reassessments of and changes to our business plans could hinder our development and result in charges or fees that could harm our financial condition and results of operations;



•

energy price increases may adversely affect our cost of operations and our revenues;



•

acts of terrorism and war could adversely affect the travel market and reduce our operating revenues;



•

additional risks may be associated with Atlantis, The Palm, Dubai;



•

additional risks may be associated with our proposed destination resort casino in Morocco;



•

our success depends on certain key employees; and



•

a deterioration in general economic and market conditions could adversely affect our business.

        All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur.

        For a further discussion of such risks, uncertainties and assumptions, see "Risk Factors." You are urged to consider these factors in evaluating the forward-looking statements.

MARKET DATA

        Market data used throughout this registration statement, including information relating to our relative position in the resort and casino industries are based on our good faith estimates, which estimates we based upon our review of internet surveys, independent industry publications and other publicly available information. Although we believe these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness. In addition, while we are not aware of any misstatements regarding the markets or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the heading "Risk Factors."

iv

PROSPECTUS SUMMARY

The following summary may not contain all the information that may be important to you. You should read and consider carefully all of the information in this prospectus and the documents we have referred you to, including the information set forth under "Risk Factors," as well as the more detailed financial information, including the consolidated financial statements and the notes thereto incorporated by reference in this prospectus. Unless the context otherwise indicates (i) references to "Kerzner" or the "Company" are to Kerzner International Limited and not to any of its subsidiaries and (ii) references to "we," "us" and "our" are to Kerzner International Limited and its subsidiaries (including Kerzner International North America, Inc., or KINA), taken as a whole. Amounts reported in this prospectus are reported in U.S. dollars, unless otherwise indicated.

The Company

Overview

        We develop and operate premier resort casinos and other properties throughout the world and manage our business in three segments: Destination Resorts, Gaming and One&Only Resorts. Our flagship destination resort is Atlantis, Paradise Island, a 2,317-room island resort in The Bahamas that we believe has strong brand recognition. We have entered into a joint venture agreement to develop and manage a second Atlantis resort, Atlantis, The Palm, Dubai, in the United Arab Emirates.

        Our gaming business is focused on owning, developing and/or managing casino properties in attractive markets where we can capitalize on our development and operating expertise. We developed and receive income indirectly from Mohegan Sun in Uncasville, Connecticut, which is owned and operated by the Mohegan Tribal Gaming Authority, or MTGA. We also own a 37.5% interest in BLB Investors, L.L.C., or BLB, which owns Lincoln Park in Rhode Island and pari-mutuel racing facilities in Colorado.

        Our One&Only Resorts business consists of a collection of managed and/or owned/partially owned premier properties that primarily operate in the five-star, deluxe-end of the resort market in The Bahamas, Mexico, Mauritius, the Maldives and Dubai under the One&Only brand.

Destination Resorts

Atlantis, Paradise Island

        Atlantis, Paradise Island is a unique, ocean-themed destination resort and casino located on Paradise Island, The Bahamas. Atlantis, Paradise Island features an unusual architectural design and decor, beaches, lagoons and a wide range of gaming, entertainment and other amenities.

        Since we acquired the property in 1994, we have invested approximately $1.1 billion to create a unique destination resort and casino that caters to multiple segments of the resort and casino gaming markets. Atlantis, Paradise Island features three interconnected hotel towers built around a seven-acre lagoon and a 34-acre marine environment that includes the world's largest open-air marine habitat. Atlantis, Paradise Island also features a 100,000 square foot entertainment complex that includes the largest casino in the Caribbean market, with 822 slot machines and 78 tables as of October 31, 2005. Atlantis, Paradise Island also includes approximately 88,000 square feet of convention space, a sports center and 30,000 square feet of high-end retail space. In July 2005, we opened the Marina Village at Atlantis, a 75,000 square foot restaurant, retail and entertainment complex surrounding the Marina at Atlantis. The 63-slip, full-service Marina at Atlantis generates among the highest average docking rates in the Caribbean market and can accommodate yachts up to 200 feet in length. To add to our product mix at Atlantis, Paradise Island, we developed Harborside at Atlantis, a timeshare project located adjacent to Atlantis, Paradise Island, through a joint venture with an affiliate of Starwood Hotels and Resorts Worldwide, Inc., or Starwood. We own approximately 565 acres on Paradise Island.

1

        In order to capitalize on the popularity of Paradise Island and to leverage our developable real estate and our investment in Atlantis, Paradise Island and One&Only Ocean Club, in May 2003 we announced plans for a Phase III expansion in The Bahamas. The Phase III expansion, as modified in May and December 2004, includes the following components:

•

a 600-room luxury all-suite hotel;



•

an approximately 500-unit condo-hotel, for which we have received deposits on approximately 130 units;



•

an expansion of Atlantis, Paradise Island's existing water-themed attractions;



•

an 88-unit ultra-luxury condominium and private marina project, for which we have received reservations on 55 of the 88 units;



•

an expansion of Atlantis, Paradise Island's convention facilities by approximately 100,000 square feet;



•

the addition of three luxury villas to One&Only Ocean Club;



•

the addition of the Marina Village at Atlantis, a development consisting of five restaurants and additional retail space comprising approximately 75,000 square feet on a seven-acre site adjacent to the Marina at Atlantis;



•

an expansion of our timeshare development, Harborside at Atlantis; and



•

the right to develop, upon environmental approval, a new 18-hole golf course on Athol Island.

        By the end of September 2005, we had substantially completed the luxury villas at One&Only Ocean Club, the Marina Village at Atlantis and the first of the two planned expansions of Harborside at Atlantis. The initial expansion of Harborside at Atlantis added 116 two- and three-bedroom units to the previously existing time share units. As of September 30, 2005, Harborside at Atlantis had sold 32% of the 116 new units. We funded $2.2 million to Harborside at Atlantis in the first nine months of 2005 to complete the first planned expansion. The second planned expansion of Harborside at Atlantis will include the development of approximately 200 additional units. We expect to commence the development of the second planned expansion once Harborside at Atlantis has sold 75% of the timeshare units developed in the first expansion.

        The development of the 600-room luxury all-suite hotel commenced in August 2005. Pursuant to the Heads of Agreement, we have committed to substantially complete the all-suite hotel by December 2006.

        We commenced pre-sales of the approximately 500-unit condo-hotel in the second quarter of 2005. We expect to develop this project through a joint venture with Turnberry Associates, one of the premier real estate development and property management companies in the United States. The development cost associated with this project is expected to be approximately $250.0 million. We anticipate that this project will primarily be funded on a non- or limited recourse basis to Kerzner. We expect to commence construction of the condo-hotel once the joint venture has received a sufficient level of reservations and secured financing for the development, with completion scheduled for 2007, as contemplated by the Heads of Agreement.

        Exclusive of the Harborside at Atlantis timeshare projects, the condo-hotel, the Athol Golf Course and Ocean Club Residences & Marina, our ultra-luxury condominium project, we expect our investment in the Phase III expansion to be approximately $730.0 million. We expect to open the all-suite hotel and expanded water attractions in the second quarter of 2007.

        During the third quarter of 2005 we acquired the Hurricane Hole Marina, which is in close proximity to the Marina Village and includes frontage on Nassau Harbour, and some additional

2

buildings and facilities, for approximately $28 million. We intend to utilize the Hurricane Hole Marina to accommodate excess demand at the Atlantis Marina and anticipate significantly upgrading this marina and bringing it into Atlantis's product offering. The acquisition includes additional real estate, which we plan to use for new development.

        In November 2005, the Company agreed to acquire an additional seven and a half acres of beachfront property at the eastern edge of Cabbage Beach, adjoining Ocean Club Estates, for approximately $15 million. We intend to contribute this land to the Ocean Club Residences & Marina joint venture in exchange for $15 million and develop the site through the joint venture.

Atlantis, The Palm, Dubai

        In September 2003, we announced that we had agreed to form a joint venture with Nakheel LLC, an entity owned by the Royal Family of Dubai, to develop Atlantis, The Palm, Dubai, or Atlantis, The Palm. In June 2004, we announced that we had entered into an agreement with Istithmar PJSC, or Istithmar, an indirectly wholly owned entity of the Royal Family of Dubai, which has assumed all obligations and rights of its affiliate, Nakheel LLC, and increased the scope of Atlantis, The Palm. The development costs of the project are currently budgeted to be approximately $1.375 billion. The joint venture has decided to postpone development of a previously-announced condominium project. The development is expected to include an approximately 1,500-room five-star hotel and an extensive water park situated on 1.25 miles of beachfront property. Atlantis, The Palm will be located on The Palm, Jumeirah, a major land reclamation project in Dubai, United Arab Emirates. We and Istithmar have each agreed to invest $200.0 million in the form of Class A common stock in the joint venture. The balance of the financing has been obtained through a $700.0 million syndicated loan facility and an additional amount of approximately $275 million of subordinated debt, which is expected to be raised from members of the senior lending syndicate and institutional investors. Istithmar has committed to subscribe to $75 million of this subordinated debt. In addition, each of Istithmar and Kerzner will provide, on a joint and several basis, additional sponsor support of up to $55.0 million with respect to cost overruns and post-completion debt services obligations. Further, Istithmar has agreed to provide an additional guarantee for cost overruns in excess of this amount and as necessary to achieve completion.

        Nakheel LLC has agreed to provide the joint venture with a right to reclaim and develop an additional 125 acres of land off the crescent of The Palm, Jumeirah, so as to expand the overall Atlantis, The Palm site and permit additional phases of development. The joint venture has also agreed with Nakheel to acquire all of the land on which Atlantis, The Palm is situated, including the two parcels that are intended for the condominium project, for a $125 million payment-in-kind note. This amount is incremental to the approximately $1.375 billion budget.

        We commenced site preparations on Atlantis, The Palm in 2005 and expect to commence construction in the fourth quarter of 2005. We anticipate that the project will be completed towards the end of 2008. As part of this transaction, we have entered into a long-term management agreement with the joint venture that entitles us to receive a base management fee based on the gross revenues generated by Atlantis, The Palm, and an incentive management fee based on operating income. The base management fee is likely to be subordinated to both the senior and subordinated debt facilities. We have also entered into a development agreement with the joint venture that entitles us to receive $20.0 million and reimbursement of certain expenses over the development period. This project is subject to various closing conditions, including obtaining all requisite governmental consents and construction of supporting infrastructure by the developer of The Palm, Jumeirah.

Morocco

        In connection with a planned destination resort casino in Morocco, we have entered into a joint venture agreement with two local Moroccan companies, Société Maroc Emirates Arabs Unis de

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Développement, or SOMED, and Caisse de Dépôt, or CDG, and related development and long-term management agreements. The joint venture has negotiated with the Government of the Kingdom of Morocco exclusive rights to conduct gaming operations within a territory that includes the cities of Casablanca and Rabat. The greenfield site is located near El Jadida, which lies approximately 50 miles southwest of Casablanca. This site includes three miles of beachfront along Morocco's Atlantic coast. The destination resort casino is expected to consist of a 500-room hotel, an 18-hole golf course, convention space, restaurants and a casino.

        The agreements require each party to provide equity based on the initial estimate of total project cost of $230.0 million. Based on the current preliminary designs for the project, the budget is now anticipated to be approximately $300.0 million, although a more definitive budget figure will not be available until further detailed design work has been completed. As a result of the budget increase, the need to arrange additional debt and equity financing and the additional design work required for the project, we expect that there will be material amendments of the project agreements, and we do not intend to proceed with the development of this project unless such amendments are obtained. If we proceed with the project, construction is anticipated to commence in the first half of 2006, with an expected completion date during the second half of 2008.

        No assurances can be given at this time that either the additional debt or equity financing will be obtained or the likely material amendments to project documents will be agreed, both of which will be necessary in order for this project to move forward to construction, as well as certain other conditions, including receipt of all applicable municipal, regional and other regulatory approvals.

Gaming

Mohegan Sun

        We developed Mohegan Sun, a casino and entertainment complex in Uncasville, Connecticut, and managed the property from its opening in October 1996 until the end of 1999 through Trading Cove Associates, or TCA, a partnership in which we are one of two managing partners and own a 50% interest. We believe the Connecticut gaming market has been extremely strong and that Mohegan Sun's unique design and superior location have helped it become a popular and profitable casino. Through TCA, we managed the development of an approximate $1.0 billion expansion of the property that was completed in 2002. The expanded property features the 179,500 square foot Casino of the Earth and the 119,000 square foot Casino of the Sky, which combined have approximately 6,250 slot machines, 290 table games and various other amenities, including a 34-story, 1,200-room luxury hotel. Pursuant to an agreement between TCA and the MTGA, TCA is entitled to receive annual payments equal to 5% of gross revenues generated by the property from January 2000 through December 2014.

BLB Investors, L.L.C.

        We own a 37.5% interest in a joint venture, BLB, which acquired the U.S. operations of Wembley plc, or Wembley, in July 2005 for approximately $464.0 million. These operations include BLB's flagship property, Lincoln Park in Rhode Island, where it owns and operates a greyhound racetrack with 3,002 video lottery terminals (VLTs). Under a master video lottery contract with the state of Rhode Island, so long as it meets certain specified obligations, BLB is allowed to increase the number of video lottery terminals to 4,752. As of September 30, 2005, Lincoln Park had 3,002 VLTs in operation; however, BLB completed Phase I-A of its planned redevelopment of Lincoln Park on November 4, 2005, which increased the number of VLTs at the facility to 3,602.

        In April 2004, BLB acquired a 22.2% interest in Wembley. This interest, which was valued at approximately $116.0 million, was exchanged as partial consideration for a 100% interest in Wembley's U.S. operations. The balance of the purchase price was financed on a non-recourse basis by a consortium of banks that underwrote a $495.0 million senior secured credit facility, which includes a

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$125.0 million revolving credit facility that will be used primarily to finance the redevelopment of Lincoln Park. We expect that construction of such redevelopment will commence by the end of 2005.

        BLB had previously announced that the anticipated redevelopment of Lincoln Park would have a total cost of approximately $125 million. Based on the most recent available information, BLB now believes the total costs will be in excess of this amount. BLB is planning to commence the remaining phases of the redevelopment of Lincoln Park as promptly as possible, following receipt of all local governmental approvals to which the redevelopment is subject.

Northampton

        In April 2003, we acquired a property located in the city of Northampton, England. The city of Northampton is approximately 70 miles north of London and approximately 1.3 million people live within 25 miles of the city. In March 2004, we announced that the Gaming Board of Great Britain had granted us a certificate of consent, which has enabled us to transfer a gaming license held by the previous owner into our name and proceed with our plans for a casino in Northampton. In February 2005, the Northampton project was approved by the local planning authorities. We are developing and expect to operate the new casino facility on an approximately 30,000 square foot site, and the total cost of the project (excluding the original purchase price of £1.3 million) is expected to be approximately £10.0 million (approximately $18.0 million). We have commenced construction on this project and expect the casino facility to open in 2006.

One&Only Resorts

        Our One&Only Resorts business consists of a collection of managed and/or owned/partially owned premier luxury resort properties that primarily operate in the five-star, deluxe-end of the market in The Bahamas, Mexico, Mauritius, the Maldives and Dubai. We market seven of our properties under our One&Only brand. We believe that all of our One&Only properties, most of which have been constructed or renovated within the last five years, offer guests a distinctive experience.

        In The Bahamas, we own and operate One&Only Ocean Club, a high-end luxury resort hotel with 106 rooms and suites located on Paradise Island, The Bahamas. One&Only Ocean Club also features a 7,159-yard championship golf course designed by Tom Weiskopf and a clubhouse with 121 luxury oceanfront home sites situated around the golf course. One&Only Ocean Club was named to Condé Nast Traveler magazine's 2005 Gold List and it received Condé Nast Traveler magazine's 2005 Readers' Choice Award for the best Atlantic resort (the second year in a row in which One&Only Ocean Club was awarded this honor). As part of the Phase III expansion discussed above, we have completed the development of three high-end luxury villas.

        In September 2002, we purchased a 50% ownership interest in One&Only Palmilla, a deluxe five-star property located near Cabo San Lucas in Baja, Mexico, for approximately $40.8 million, including transaction costs. One&Only Palmilla is located on what we believe to be an outstanding site with the most extensive beach coverage of any of the leading hotels in Cabo San Lucas. One&Only Palmilla also features a 27-hole Jack Nicklaus-designed championship golf course. We have entered into long-term management and development agreements related to the property that will expire in 2022. One&Only Palmilla had its grand reopening in February 2004 after the completion of an approximately $102.0 million renovation and expansion that increased the room count to 172 rooms and significantly upgraded the resort's amenities and public areas. One&Only Palmilla was named to Condé Nast Traveler magazine's 2005 Gold List and it received Condé Nast Traveler magazine's 2005 Readers' Choice Award for the best Latin American resort (the second year in a row in which One&Only Ocean Club was awarded this honor).

        In Mauritius, located in the Indian Ocean, we manage and own interests in five beach resorts that cater primarily to luxury and middle-market tourists from Europe and southern Africa. One&Only Le

5

Saint Géran and One&Only Le Touessrok offer five-star accommodations, and we believe that these properties are among the finest beach resorts in the world. In 2005, One&Only Le Touessrok was rated as among the world's finest leisure hotels by Condé Nast Traveller magazine in the magazine's Readers' Travel Awards. We completed a major redevelopment of One&Only Le Touessrok in December 2002. The resort includes restaurants, a spa, a championship golf course (completed in November 2003) and other amenities to enhance its position in the luxury resort market.

        In the Maldives, located approximately 600 miles southwest of the southern tip of India, we manage and own an interest in One&Only Kanuhura, a 100-room luxury resort. We also developed and currently manage a 130-room, all-villa luxury resort, One&Only Maldives at Reethi Rah, or One&Only Reethi Rah, on North Male Atoll in the Maldives, which opened in the second quarter of 2005.

        In the Middle East, we manage One&Only Royal Mirage in Dubai, a luxury 466-room hotel, which includes a 50-room ultra high-end boutique hotel. In 2005, One&Only Royal Mirage was rated as among the world's finest leisure hotels by Condé Nast Traveller magazine in the magazine's Readers' Travel Awards.

Recent Developments

Issuance of Original Notes

        On September 22, 2005, we issued $400.0 million aggregate principal amount of 6³/4% senior subordinated notes due October 1, 2015. The Original Notes are jointly and severally guaranteed on a senior subordinated basis by subsidiaries owning substantially all of our assets and conducting substantially all of our operations. We used the net proceeds from the offering of the Original Notes, together with cash on hand, to repurchase substantially all of our outstanding 8⁷/8% senior subordinated notes due 2011 (the "8⁷/8% Notes") in the tender offer and consent solicitation described below.

The Tender Offer and Consent Solicitation

        In September 2005, we commenced a tender offer and consent solicitation relating to the $400.0 million aggregate principal amount outstanding of our 8⁷/8% Notes. As of October 8, 2005, approximately 99.59% of the $400.0 million aggregate principal amount outstanding of the 8⁷/8% Notes were tendered and the requisite consents received. The consents permitted the elimination or modification of certain covenants and related provisions in the indenture governing the 8⁷/8% Notes. We and Kerzner International North America, Inc. ("KINA") accepted the tendered notes for payment.

Amendment and Restatement of Amended Credit Facility

        On October 31, 2005 we amended and restated our amended credit facility. The amended and restated facility consists of a $650 million revolving credit facility. In addition, should we obtain the requisite commitments from existing or new lenders, we have the right to increase the aggregate amount of our credit facility by up to $250 million. The revised credit facility includes newly negotiated covenants.

        Our principal executive offices are located at Coral Towers, Paradise Island, The Bahamas. Our telephone number is (242) 363-6018. Our corporate website is located at www.kerzner.com. Except as provided under "Incorporation of Certain Documents by Reference," information contained in our website is not incorporated by reference into this prospectus.

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Summary of the Terms of the Exchange Offer

Background	On September 22, 2005, we completed a private placement of $400,000,000 aggregate principal amount of the Original Notes. In connection with that private placement, we entered into a registration rights agreement in which we agreed to, among other things, complete an exchange offer for the Original Notes.
The Exchange Offer	We are offering to exchange our New Notes for a like principal amount of our outstanding Original Notes. Original Notes may only be tendered in integral multiples of $1,000 principal amount. See "The Exchange Offer—Terms of the Exchange."
Resale of New Notes	Based upon the position of the staff of the SEC as described in previous no-action letters, we believe that the New Notes issued pursuant to the exchange offer in exchange for Original Notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:
	•	you are acquiring the New Notes in the ordinary course of your business;
	•	you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in a distribution of the New Notes; and
	•	you are not our "affiliate" as defined under Rule 405 of the Securities Act.
	We do not intend to apply for listing of the New Notes on any securities exchange or to seek approval for quotation through an automated quotation system. Accordingly, there can be no assurance that an active market will develop upon completion of the exchange offer or, if developed, that such market will be sustained or as to the liquidity of any market. Each participating broker-dealer that receives New Notes for its own account pursuant to this exchange offer in exchange for Original Notes that were acquired as a result of market-making or other trading activity, may be a statutory underwriter and must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act. We have agreed that, for a period of not less than 180 days after the expiration of this exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any resale. See "Plan of Distribution."

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Consequences If You Do Not Exchange Your Original Notes	Original Notes that are not tendered in the exchange offer or are not accepted for exchange will continue to bear legends restricting their transfer. You will not be able to offer or sell such Original Notes:
	•	except pursuant to an exemption from the requirements of the Securities Act; or
	•	unless the Original Notes are registered under the Securities Act.
	After the exchange offer is closed, we will no longer have an obligation to register the Original Notes. See "Risk Factors—If you fail to exchange your Original Notes, they will continue to be restricted securities and may become less liquid."
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on , 2005, unless we extend the exchange offer. See "The Exchange Offer—Expiration Date; Extensions; Amendments."
Exchange Date; Issuance of New Notes	The date of acceptance for exchange of the Original Notes is the exchange date, which will be the first business day following the expiration date of the exchange offer. We will issue New Notes in exchange for Original Notes tendered and accepted in the exchange offer promptly following the exchange date. See "The Exchange Offer—Terms of the Exchange."
Certain Conditions to the Exchange Offer	The exchange offer is subject to certain customary conditions, which we may waive. See "The Exchange Offer—Conditions to the Exchange Offer."
Special Procedures for Beneficial Holders	If you beneficially own Original Notes which are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender in the exchange offer, you should contact such registered holder promptly and instruct such person to tender on your behalf. If you wish to tender in the exchange offer on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your Original Notes, either arrange to have the Original Notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take a considerable time. See "The Exchange Offer—Procedures for Tendering."
Withdrawal Rights	You may withdraw your tender of Original Notes at any time before the exchange offer expires. See "The Exchange Offer—Withdrawal of Tenders."

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Accounting Treatment	We will not recognize any gain or loss for accounting purposes upon the completion of the exchange offer. See "The Exchange Offer—Accounting Treatment."
Certain Tax Consequences	The exchange pursuant to the exchange offer generally will not be a taxable event for U.S. Federal income tax purposes. See "Certain U.S. Federal Income Tax Consequences."
Use of Proceeds	We will not receive any proceeds from the exchange or the issuance of New Notes in connection with the exchange offer. See "Use of Proceeds."
Exchange Agent	The Bank of New York Trust Company, N.A. is serving as exchange agent in connection with the exchange offer. See "The Exchange Offer—Exchange Agent."

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Summary of the Terms of the New Notes

Other than the obligation to conduct an Exchange Offer, the New Notes will have the same financial terms and covenants as the Original Notes, which are as follows:

Issuers	Kerzner International Limited and Kerzner International North America, Inc.
Securities Offered	$400,000,000 aggregate principal amount of 63/4% Senior Subordinated Notes due 2015, referred to herein as the New Notes.
Maturity	October 1, 2015.
Interest Payment Dates	We will make interest payments on the New Notes semi-annually, on April 1 and October 1 of each year, beginning on April 1, 2006.
Guarantees	Subsidiaries owning substantially all of our assets and conducting substantially all of our operations will unconditionally guarantee the New Notes. If the Issuers cannot make the payments required by the New Notes, the guarantors must make them, subject to the ranking limitations discussed below. The guarantees may be released under certain circumstances. The New Notes will not be guaranteed by our present and future unrestricted subsidiaries. See "Description of New Notes—Brief Description of the Notes and the Guarantees—Unrestricted Subsidiaries."
Ranking	The New Notes will be the Issuers' unsecured senior subordinated obligations. The New Notes will rank equal in right of payment with all of the Issuers' and the guarantors' existing and future senior subordinated indebtedness and junior to all of the Issuers' and the guarantors' existing and future senior indebtedness (including borrowings and guarantees related thereto under the amended credit facility).
	As of September 30, 2005, after giving effect to the offering of the Original Notes and the application of proceeds therefrom (excluding approximately $168.3 million of indebtedness associated with One&Only Palmilla and One&Only Reethi Rah, which is included in our consolidated indebtedness pursuant to FIN 46R):
	•	the Issuers have approximately $633.1 million of outstanding indebtedness, including $230.0 million of 2.375% convertible senior subordinated notes due 2024 (the "2.375% Notes") $3.1 million of the remaining amount of the 87/8% Notes; and
	•	the guarantors have approximately $0.4 million of senior indebtedness, consisting entirely of capital leases.

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	In addition, as of September 30, 2005, the Issuers had $494.6 million of unused availability under its amended credit facility after giving effect to $5.4 million of letters of credit outstanding. Amounts outstanding, if any, under such amended credit facility are also unconditionally guaranteed by the guarantors.
Optional Redemption	On or after October 1, 2010, we may redeem some or all of the New Notes at the redemption prices listed in the "Description of New Notes" section under the heading "Optional Redemption," plus accrued and unpaid interest.
Optional Redemption after Equity Offerings	At any time (which may be more than once) before October 1, 2008, we can choose to redeem up to 35% of the New Notes (including any additional notes) with the net proceeds that we raise in one or more specified offerings of our ordinary shares, as long as:
	•	we pay 106.75% of the principal amount of the New Notes, plus accrued and unpaid interest to the date of redemption; and
	•	we redeem the New Notes within 60 days of completing the equity offering.
Redemption Based upon Gaming Laws	The New Notes are subject to redemption requirements imposed by gaming laws and regulations of gaming authorities in jurisdictions in which we conduct gaming operations. See "Description of New Notes—Required Regulatory Redemption."
Change of Control Offer	If a change of control of our company occurs and there is a ratings decline of the New Notes within 90 days of such change in control, we must give holders of the New Notes the opportunity to sell us their New Notes at 101% of their face amount, plus accrued and unpaid interest.
	We might not be able to pay you the required price for the New Notes you present to us at the time of a change of control, because:
	•	we might not have enough funds at the time; or
	•	the terms of our senior debt may prevent us from paying.
Asset Sale Proceeds	If we (including any of the guarantors) engage in asset sales, we generally must either invest the net cash proceeds from such sales in our business within a specified period of time, prepay senior debt or make an offer to purchase a principal amount of the New Notes equal to the excess net cash proceeds. The purchase price of the New Notes would be 100% of their principal amount, plus accrued and unpaid interest.

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Basic Indenture Covenants	The indenture governing the New Notes will contain covenants limiting our (and substantially all of our subsidiaries') ability to, among other things:
	•	incur additional debt and issue certain disqualified stock;
	•	pay dividends or distributions on our capital stock or repurchase our capital stock;
	•	make certain investments;
	•	create liens on our assets to secure subordinated debt;
	•	in the case of our subsidiaries, issue subsidiary guarantees;
	•	enter into transactions with affiliates;
	•	merge or consolidate with another company; and
	•	transfer and sell assets.
	These covenants are subject to a number of important limitations, qualifications and exceptions.
Use of Proceeds	We will not receive any proceeds from the exchange offer.
No Public Market	The New Notes will generally be freely transferable but will be issues of securities for which there is currently no established market. The initial purchasers of the Original Notes have advised us that they intend to make a market in the New Notes as permitted by applicable laws and regulations. The initial purchasers are not obligated, however, to make a market in the New Notes, and any such market-making may be discontinued by the initial purchasers in their discretion at any time without notice.
Risk Factors	You should carefully consider the information under "Risk Factors" before tendering your Original Notes for exchange.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following table sets forth certain historical consolidated financial data for the periods ended and at the dates indicated below. We have derived the selected historical consolidated financial data as of and for the years ended December 31, 2002, 2003 and 2004 from our audited consolidated financial statements and notes thereto, which are incorporated by reference. We have derived the selected historical data as of and for the years ended December 31, 2000 and 2001 from our audited consolidated financial statements and notes thereto, which are not incorporated by reference. We have derived the selected historical consolidated financial data as of and for the six months ended June 30, 2004 and 2005 from our unaudited interim condensed consolidated financial statements, which are incorporated by reference. In the opinion of management, the unaudited interim financial data include all adjustments, consisting only of normal and recurring adjustments, considered necessary for a fair presentation of this information. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period.

		Year Ended December 31,													Six Months Ended June 30,
		2000			2001		2002			2003			2004(a)		2004(a)		2005(b)
		(Dollars in thousands, except ratios and operating data)
Consolidated Statement Financial Data:
Gross Revenues
	Gaming	$	367,935		$	188,907	$	129,916		$	138,587		$	130,879	$	73,406	$	77,832
	Rooms		194,008			180,569		184,776			188,235			215,868		126,024		144,473
	Food and beverage		147,718			128,392		131,377			130,879			151,827		85,494		93,807
	Tour operations		33,192			36,348		41,063			40,790			47,115		24,072		26,260
	Real estate related		108,650			9,771		—			—			—		—		—
	Management, development and other fees		19,432			12,283		11,722			15,177			19,894		9,073		9,456
	Other		49,208			57,939		65,618			68,424			78,536		44,243		45,354
Total gross revenues			920,143			614,209		564,472			582,092			644,119		362,312		397,182
Net revenues			868,364			573,436		542,262			558,513			621,085		349,433		384,020
Income (loss) from operations			(90,693	)		66,960		64,619			63,206			50,347		57,982		34,675
Relinquishment fees—equity earnings in TCA			19,508			24,263		30,041			33,960			35,909		17,767		18,366
Equity in earnings (losses) of associated companies			4,225			2,210		(5,209	)		(320	)		7,455		7,166		9,285
Net income (loss)			(115,447	)		32,661		39,603			71,572			68,132		70,960		48,451
Basic earnings (loss) per share		$	(3.74	)	$	1.21	$	1.42		$	2.50		$	2.09	$	2.09	$	1.35
Weighted average number of shares outstanding-basic			30,849			26,885		27,891			28,575			32,550		30,748		35,855
Diluted earnings (loss) per share		$	(3.74	)	$	1.17	$	1.39		$	2.44		$	2.01	$	2.21	$	1.29
Weighted average number of shares outstanding-diluted			30,849			27,826		28,544			29,377			33,884		32,130		37,583
Consolidated Balance Sheet Data at End of Period:
Cash and cash equivalents, including restricted cash		$	24,148		$	33,152	$	38,854		$	61,677		$	183,109	$	184,188	$	259,224
Short-term investments			—			—		—			—			203,940		74,707		119,388
Total assets			1,438,776			1,337,740		1,395,039			1,455,928			2,087,275		1,908,591		2,269,172
Long-term debt, including current portion			669,138			518,492		498,031			417,524			754,788		729,551		810,909
Shareholders' equity			637,081			674,662		729,021			839,590			1,116,278		938,630		1,178,199

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Other Financial Data
Depreciation and amortization	$	59,743		$	51,010		$	55,486		$	55,782		$	58,948		$	29,587		$	33,176
Capital expenditures		155,892			67,590			39,524			50,849			119,398			54,316			65,608
Ratio of earnings to fixed charges(c)		—			1.51			2.32			2.88			2.29			3.99			2.28
Atlantis, Paradise Island Operating Data:
Average number of rooms		2,326			2,316			2,317			2,317			2,317			2,317			2,317
Average occupancy		83.2	%		77.1	%		81.1	%		79.9	%		80.5	%		86.7	%		86.8	%
Average daily room rate	$	242		$	252		$	245		$	251		$	257		$	285		$	302
Average number of slot machines		975			959			944			902			837			845			837
Average win per slit machine per day	$	144		$	138		$	155		$	163		$	177		$	180		$	221
Average number of table games		79			79			79			79			78			78			78
Average win per table game per day	$	2,813		$	2,367		$	2,642		$	2,948		$	2,636		$	3,317		$	3,091
Mohegan Sun Operating Data:
Mohegan Sun Gross Revenue(d)	$	809,314		$	859,608		$	1,121,060		$	1,280,514		$	1,367,933		$	667,569		$	715,178

(a)

We consolidated Palmilla JV, LLC, or Palmilla, effective January 1, 2004 in accordance with Interpretation No. 46R, "Consolidation of Variable Interest Entities" ("FIN 46R"), which increased revenues, costs and expenses, assets and liabilities.

(b)

As of May 1, 2005, we consolidated Reethi Rah Resort Pvt. Ltd., or Reethi Rah, the entity that owns and operates One&Only Reethi Rah, in accordance with the provisions of FIN 46R, which increased revenues, costs and expenses, assets and liabilities.

(c)

Earnings were insufficient to cover fixed charges by $123.8 million for the year ended December 31, 2000.

(d)

Information for MTGA for each of the fiscal years ended from 2000 through 2004 is set forth in MTGA's Forms 10-K filed with the SEC for the periods indicated. MTGA operates on a fiscal year end of September 30 and therefore, the information presented represents information for the fiscal years ended September 30 of each respective year. Information presented for the six months ended June 30, 2005 and 2004 is derived from MTGA's quarterly financial information filed on Forms 10-Q.

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RISK FACTORS

In considering whether to participate in this exchange offer, you should carefully consider all of the information we have included and incorporated by reference in this prospectus. In particular, you should carefully consider the risk factors described below before making a decision to participate in this exchange offer.

Risks Related to the Exchange Offer

If an active trading market does not develop for the New Notes you may not be able to resell them.

        Currently, there is no established trading market for the New Notes. If no active trading market develops, you may not be able to resell the New Notes at their fair market value or at all. We do not intend to apply for listing of the New Notes on any securities exchange or for quotation through Nasdaq. The initial purchasers of the Original Notes have informed us that they intend to make a market in the New Notes. However, they are not obligated to do so and may discontinue any such market-making at any time without notice.

        The liquidity of any market for the New Notes will depend upon various factors, including:

•

the number of holders of the New Notes;



•

the interest of securities dealers in making a market for the New Notes;



•

our financial performance or prospects; and



•

the prospects for companies in our industry generally.

        Accordingly, we cannot assure you that a market or liquidity will develop for the New Notes.

If you fail to exchange your Original Notes, they will continue to be restricted securities and may become less liquid.

        Original Notes that you do not tender or we do not accept will, following the exchange offer, continue to be restricted securities, and you may not offer to sell them except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We will issue New Notes in exchange for the Original Notes pursuant to the exchange offer only following the satisfaction of the procedures and conditions set forth in "The Exchange Offer—Procedures for Tendering." Such procedures and conditions include timely receipt by the exchange agent of such Original Notes and of a properly completed and duly executed letter of transmittal or confirmation of book-entry transfer. Because we anticipate that most holders of Original Notes will elect to exchange their Original Notes, we expect that the liquidity of the market for the Original Notes remaining after the completion of the exchange offer will be substantially limited. Any Original Notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount outstanding of the Original Notes. Following the exchange offer, if you did not tender your Original Notes you will not have any further registration rights, and such Original Notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the Original Notes could be adversely affected.

Risks Related to the Notes

Our substantial indebtedness could adversely affect our operations and financial results and prevent us from fulfilling our obligations under the notes.

        We have a significant amount of indebtedness. As of September 30, 2005, after giving effect to the offering of the Original Notes and the application of proceeds therefrom, we have approximately $801.9 million of outstanding indebtedness, including $230.0 million of the 2.375% Notes,

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approximately $168.3 million associated with One&Only Palmilla and One&Only Reethi Rah, which are included in our consolidated indebtedness pursuant to FIN 46R and $3.1 million of debt associated with the remaining amount of 8⁷/8% Notes. In addition, we have increased our borrowing capacity under the amended credit facility. See "Prospectus Summary—Recent Developments—Amendment and Restatement of Amended Credit Facility."

        Our substantial indebtedness could have important consequences for you. For example, it could:

•

make it more difficult for us to satisfy our obligations with respect to the notes;



•

increase our vulnerability to general adverse economic and industry conditions;



•

require us to dedicate a substantial portion of our cash flows from operations to payments on our indebtedness, which would reduce the availability of our cash flows to fund working capital, capital expenditures, expansion efforts and other general corporate requirements;



•

limit our flexibility in planning for, or reacting to, changes in our business and industry;



•

place us at a competitive disadvantage to competitors with less indebtedness; and



•

limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds.

        Failure to comply with the covenants in the agreements governing our indebtedness could result in an event of default which, if not cured or waived, could have a significant adverse effect on us.

Servicing our indebtedness will require a significant amount of cash. Our ability to generate cash depends on many factors, some of which are beyond our control.

        Our ability to make payments on and to refinance our indebtedness, including the notes, and to fund planned capital expenditures and expansion efforts depends on our ability to generate cash in the future. To some extent, this is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. In addition, our ability to borrow funds under our amended credit facility in the future will depend on our continued compliance with certain financial covenants in the amended credit facility and any amendments thereto.

        We cannot assure you that our business will generate cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness, including the notes, indebtedness under our amended credit facility or our 2.375% Notes, or to fund our other liquidity needs. As a result, we may need to refinance all or a portion of our indebtedness, including the notes, on or before maturity. We cannot assure you that we will be able to refinance or amend the terms of any of our indebtedness on commercially reasonable terms, or at all. Our inability to generate sufficient cash flow or refinance our indebtedness on commercially reasonable terms, or at all, would have a material adverse effect on our financial condition, results of operations and ability to satisfy our obligations under the notes.

Restrictive covenants in our credit agreement and the indenture governing the notes restrict our ability to operate our business and to pursue our business strategies.

        Our credit agreement and the indenture governing the notes limit our ability, among other things, to:

•

incur additional indebtedness, enter into sale/leaseback transactions or issue preferred stock;



•

pay dividends or make distributions in respect of our capital stock or make certain other restricted payments or investments if we are unable to satisfy certain conditions;



•

sell assets, including capital stock of restricted subsidiaries;

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•

agree to limitations on the ability of our restricted subsidiaries to make distributions;



•

enter into transactions with our affiliates;



•

incur liens;



•

permit our subsidiaries to guarantee our other indebtedness; and



•

engage in consolidations, mergers or sales of substantially all of our assets.

        In addition, our credit agreement includes other and more restrictive covenants and restricts our ability to prepay our other indebtedness, including the notes, while borrowings under our amended credit facility remain outstanding. The credit agreement also requires us to achieve specified financial and operating results and maintain compliance with specified financial ratios. Our ability to comply with these ratios may be affected by events beyond our control.

        The restrictions contained in the indenture and the credit agreement could:

•

limit our ability to plan for or react to market conditions or meet capital needs or otherwise restrict our activities or business plans; and



•

adversely affect our ability to finance our operations, investments or alliances or other capital needs or to engage in other business activities that would be in our interest.

Our failure to comply with the covenants contained in the credit agreement governing our amended credit facility or our other debt agreements, including as a result of events beyond our control, could result in an event of default, which could materially and adversely affect our operating results and our financial condition.

        Our credit agreement requires us to maintain specified financial ratios, including a maximum ratio of total indebtedness to consolidated EBITDA and a minimum ratio of consolidated EBITDA to interest expense, and maximum capital expenditures. In determining the financial information used to measure compliance with the financial covenants under this facility and the indenture governing the notes, the incremental debt and interest expense associated with the consolidation of Reethi Rah and One&Only Palmilla are excluded. In addition, our credit agreement and the indenture governing the notes require us to comply with various operational and other covenants. If there were an event of default under any of our debt instruments that was not cured or waived, the holders of the defaulted debt could cause all amounts outstanding with respect to the debt to be due and payable immediately, which in turn would result in cross defaults under our other debt instruments. Our assets and cash flows may not be sufficient to fully repay borrowings under our outstanding debt instruments, either upon maturity or if accelerated upon an event of default.

        If, when required, we are unable to repay, refinance or restructure our indebtedness under, or amend the covenants contained in, our credit agreement, or if a default otherwise occurs, the lenders under our amended credit facility could elect to terminate their commitments thereunder, cease making further loans, declare all borrowings outstanding, together with accrued interest and other fees, to be immediately due and payable, institute foreclosure proceedings against those assets that secure the borrowings under our amended credit facility and prevent us from making payments on the notes. Any such actions could force us into bankruptcy or liquidation, and we cannot provide any assurance that we could repay our obligations under the notes in such an event.

We are holding companies and depend on the business of our subsidiaries to satisfy our obligations under the notes.

        We are holding companies. Our subsidiaries conduct substantially all of our consolidated operations and own substantially all of our consolidated assets. Consequently, our cash flow and our

17

ability to pay our indebtedness depends on our subsidiaries' cash flow and their payment of funds to us. Our non-guarantor subsidiaries, if any, may not be obligated to make funds available to us for payment on the notes or otherwise. In addition, our subsidiaries' ability to make any payments to us on the notes, and our guarantor subsidiaries' ability to satisfy the guarantees, will depend on their earnings, the terms of their indebtedness, business and tax considerations, legal and regulatory restrictions and economic conditions. The ability of our subsidiaries to make payments to us, and our guarantor subsidiaries' ability to satisfy the guarantees, are also governed by the gaming laws of certain jurisdictions, which may place limits on the amount of funds that may be transferred to us and may require prior or subsequent approval for any payments to us. Payments to us are also subject to legal and contractual restrictions.

Your right to receive payment on the notes and the guarantees is junior to all of our and the guarantors' senior indebtedness.

        The notes are general unsecured obligations, junior in right of payment to all existing and future senior indebtedness of the issuers and each guarantor, including obligations under our amended credit facility. The notes are not secured by any of our or the guarantors' assets, and as such are effectively subordinated to any secured indebtedness that the issuers or the guarantors may have now or may incur in the future to the extent of the value of the assets securing that indebtedness.

        If one of the issuers or a guarantor is declared bankrupt, becomes insolvent or is liquidated or reorganized, any indebtedness that ranks ahead of the notes and the guarantees will be entitled to be paid in full from our assets or the assets of the guarantors before any payment may be made with respect to the notes or the guarantees. In any such case, we cannot assure you that we would have sufficient assets to pay amounts due on the notes. As a result, holders of the notes may receive less, proportionally, than the holders of indebtedness senior to the notes and the guarantees. The subordination provisions of the indenture governing the notes also provides that we can make no payment to you during the continuance of payment defaults on our senior indebtedness, and payments to you may be suspended for a period of up to 180 days if a non-payment default exists under our senior indebtedness. See "Description of the New Notes—Subordination."

        At September 30, 2005, after giving effect to the application of the proceeds from the offering of the Original Notes, the notes and the guarantees rank junior to $0.4 million of our senior indebtedness. In addition, we would have had $494.6 million of unused availability under our credit agreement after giving effect to $5.4 million of letters of credit outstanding. In addition, the indenture governing the notes and our credit agreement permit, subject to the terms and conditions of such agreements, the incurrence of additional indebtedness, some or all of which may be senior indebtedness. See "Description of New Notes—Certain Covenants" and "Description of Other Indebtedness."

Since the notes are unsecured, your right to enforce remedies is limited by the rights of holders of secured debt.

        In addition to being contractually subordinated to all of our existing and future senior debt, our obligations under the notes are not secured by any of our assets, while Kerzner's obligations under our amended credit facility are secured by substantially all of our assets and, if consummated, our obligations under our revised credit facility are expected to be secured by substantially all of our assets. See "Prospectus Summary—Recent Developments—Amendment and Restatement of Amended Credit Facility." Therefore, the lenders under our amended credit facility, and the holders of any other secured debt that we may incur in the future, will have claims with respect to these assets that have priority over the claims of holders of the notes offered hereby. If we fail to meet our payment or other obligations under our secured debt, the holders of that secured debt would be entitled to foreclose on our assets securing that secured debt and liquidate those assets. Accordingly, we may not have

18

sufficient funds to pay amounts due on the notes. As a result, you may lose a portion of or the entire value of your investment in the notes.

We can incur substantially more indebtedness. This could further exacerbate the risks described above.

        We may incur substantial additional indebtedness in the future. The terms of the indenture do not prohibit us or our subsidiaries from doing so. As of September 30, 2005, we had $494.6 million of unused availability under our amended credit facility after giving effect to $5.4 million of letters of credit outstanding. Any indebtedness we may incur under any amended and restated credit facility will be senior to the notes. If new indebtedness is added to our and our subsidiaries' current debt levels, the related risks that we and they now face could intensify. See "Prospectus Summary—Recent Developments—Amendment and Restatement of Amended Credit Facility."

We may make restricted payments or permitted investments, and designate certain of our subsidiaries as unrestricted subsidiaries, as long as we can incur certain additional debt under the indenture. This could also further exacerbate the risks described above.

        We are able to pay dividends, make distributions on our capital stock and make certain other restricted payments or investments under the indenture governing the notes so long as we are able to incur additional indebtedness pursuant to the covenant described under "Description of New Notes—Certain Covenants—Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock." Such payments or investments will reduce the amount of funds otherwise available to pay amounts due on the notes. See "Description of New Notes—Certain Covenants—Limitation on Restricted Payments." In addition, we are able to designate one or more of our current and future subsidiaries as unrestricted subsidiaries, so long as we are able to incur additional indebtedness pursuant to the covenant described under "Description of New Notes—Certain Covenants—Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock." Any subsidiaries that we designate as unrestricted subsidiaries under the indenture governing these notes will not guarantee the notes and will not be subject to restrictive covenants and similar limitations contained in the indenture.

We may require you to dispose of your notes or redeem your notes if required by applicable gaming regulations.

        Gaming authorities to whom we or any of our subsidiaries are or may become subject have the power to investigate any of our debt security holders, including holders of the notes. Generally, these gaming authorities may, in their discretion, require a holder of any of our debt securities to file applications, be investigated and be found suitable to own our debt securities, and the costs of the investigation of such finding of suitability generally will be the responsibility of such holder. Any person who fails or refuses to apply for a finding of suitability or a license within a specified time after being ordered to do so by such gaming authorities may be found unsuitable. In addition, under certain circumstances, we have the right, at our option, to cause a holder to dispose of our notes or to redeem our notes in order to comply with gaming laws to which we are subject. See "Description of New Notes—Required Regulatory Redemption."

We may not have the ability to raise the funds necessary to finance a change of control offer required by the indenture.

        Upon the occurrence of certain specific kinds of change of control events and a credit rating downgrade on the notes, within 90 days of any such change of control event, we will be required to offer to purchase all of the outstanding notes at 101% of the principal amount thereof plus accrued and unpaid interest to the purchase date. However, it is possible that we will not have sufficient funds at such time to make the required repurchase of the notes, or that restrictions in our amended credit facility, or other agreements related to our indebtedness, will not allow that repurchase. See

19

"Description of New Notes—Certain Covenants—Repurchase of Notes at the Option of the Holder upon a Change of Control." Our failure to repurchase the notes would be a default under the indenture. The occurrence of certain of the events that would require us to repurchase the notes may constitute a default under our amended credit facility.

        If we are required to make a change of control offer for the notes, we also will need to offer to repurchase our 2.375% Notes, of which an aggregate principal amount of $230.0 million was outstanding as of September 30, 2005. Future indebtedness we incur may have similar provisions. We cannot assure you that sufficient funds will be available when necessary to make any required repurchases.

The guarantees may not be enforceable because of fraudulent conveyance laws.

        The obligation of each of the guarantors of the notes may be subject to review under state, federal or foreign fraudulent transfer laws. Under state and federal laws, if a court, in a lawsuit by an unpaid creditor or representative of creditors of a guarantor, such as a trustee in bankruptcy or such guarantor as debtor-in possession, were to find that at the time such obligation was incurred (or, in some jurisdictions, when payments became due on such obligation), such guarantor, among other things:

•

did not receive fair consideration or reasonably equivalent value therefor; and



•

either



•

was insolvent,



•

was rendered insolvent as a result of such obligation,



•

was engaged in a business or transaction for which its assets constituted unreasonably small capital, or



•

intended to incur, or believed (or reasonably should have believed) that it would incur, debts beyond its ability to pay as such debts matured,

such court could avoid (i.e., cancel) such guarantor's obligation under its guarantee, and direct the return of any payments made under the guarantee to such guarantor or to a fund for the benefit of its creditors.

        In applying these factors, a court would likely find that a guarantor did not receive fair consideration or reasonably equivalent value for its guarantee, except to the extent that it benefited directly or indirectly from the notes issuance.

        Moreover, regardless of the factors identified above, such court could avoid such obligation, and direct such repayment, if it found that the obligation was incurred with the intent to hinder, delay or defraud such guarantor's creditors. In that event, the holder of the notes would have to look for repayment to other guarantors whose guarantee obligations had not been avoided.

        The measure of insolvency for purposes of the above will vary depending upon the law of the jurisdiction being applied. Generally, however, an entity would be considered insolvent:

•

if the sum of its debts is greater than the fair saleable value of all of its assets;



•

if the present fair saleable value of its assets is less than the amount that will be required to pay its probable liability on its existing debts, including contingent or unliquidated debts, as they become absolute and mature; or



•

if it could not pay its debts as they become due.

        There can be no assurance that the assets of any guarantor whose guarantee was not avoided would be sufficient to pay amounts due under the notes.

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Risks Related to Our Business

The resort and casino industries are highly competitive and increases in competition could adversely affect our financial performance.

        Our properties compete with other resorts, hotels and casinos, including land-based casinos, riverboat, dockside and cruise ship casinos and other forms of gaming, as well as other forms of entertainment. If other properties operate more successfully, if existing properties are enhanced or expanded or if additional hotels or casinos are established in and around the markets in which we conduct business, we may lose market share. In particular, the expansion, upgrade or construction of competing resort or casino properties in or near any market from which we attract or expect to attract a significant number of customers could have a significant adverse effect on our business, financial condition, results of operations or cash flows.

        A number of our competitors are larger and have greater financial and other resources than we do. In addition, a number of jurisdictions have legalized gaming and other jurisdictions are considering the legalization and/or expansion of gaming. This could open markets in which we currently compete to new entrants and could create new markets that may compete as tourist destinations. Our gaming operations compete, and will in the future compete, with all forms of existing legalized gaming and with new forms of gaming that may be legalized in the future. Our competitive position could be materially adversely affected by competing companies, new entrants, new markets and new forms of gaming, and our revenues could decline, harming our financial condition. For example, in early November 2005, a joint venture consisting of Baha Mar Resorts Ltd., Harrah's Entertainment Inc. and Starwood Hotels & Resorts Worldwide, Inc. announced plans to develop a $1.6 billion destination casino resort in Nassau, The Bahamas. If completed, such resort would compete with Atlantis, Paradise Island and could adversely affect our business and results of operations.

New projects and expansion and renovation efforts are inherently subject to significant development and construction risks.

        We regularly evaluate potential development opportunities and engage in expansion, development, upgrade and renovation projects at properties that we develop or operate. Each of these projects, including the Phase III expansion on Paradise Island, the development of Atlantis, The Palm in Dubai, the proposed development of our project in Morocco, the BLB project, the project in Northampton and the proposed development of our project in South Africa, will be subject to the many risks associated with expanding or renovating an existing enterprise or developing new projects, including unanticipated design, construction, regulatory, environmental and operating problems, and the significant risks commonly associated with implementing an expansion strategy in new markets.

        In particular, any such projects are subject to the risks associated with the following:

•

the availability of financing and the terms and covenants in our amended credit facility and other debt;



•

shortages in materials;



•

insufficient public infrastructure improvements or maintenance;



•

shortages of skilled labor or work stoppages;



•

unforeseen construction, scheduling, engineering, environmental or geological problems;



•

weather interference, floods, fires or other casualty losses;



•

failure to obtain required licenses, permits or approvals;

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•

difficulties and uncertainties associated with the regulatory environment in non-U.S. jurisdictions;



•

rising energy prices, which can increase construction costs;



•

regulatory or private litigation arising out of projects; and



•

unanticipated cost increases and budget overruns.

        For example, many of our projects are subject to regulation at the national, state and local levels in their respective jurisdictions, which could adversely affect the progress of our projects. In order to proceed with projects, we may need to, among other things, notify authorities of our proposals or submit environmental statements. We could be sanctioned for any failure to follow any of these procedures, including fines or even temporary closure of our work sites. We cannot guarantee that we will be successful in obtaining required permits and approvals. Delays and compliance costs associated with our projects as a result of regulatory obstacles could have a material adverse effect on our business, financial condition, results of operations or cash flows.

        The anticipated costs and construction period for projects are based upon budgets, conceptual design documents and construction schedule estimates prepared by us in consultation with architects and contractors. The cost of any project may vary from initial expectations, and we, or the owners of the property, may have a limited amount of capital resources to fund cost overruns on any project. If cost overruns cannot be financed on a timely basis, the completion of one or more projects may be delayed until adequate funding is available. The completion dates of development projects could also differ significantly from expectations for construction-related or other reasons. We cannot ensure that any project will be completed, if at all, on time or within established budgets. Significant delays or cost overruns on projects could have a material adverse effect on our business, financial condition, results of operations or cash flows.

        Litigation may also impede or delay our ability to complete construction or expansion projects. We have on occasion been named as a defendant in lawsuits brought to delay, alter or enjoin projects in which we have been involved. If litigation is successfully brought against us as a result of our development, expansion or renovation projects around the world, it could have a material adverse effect on our business, financial condition, results of operations or cash flows.

        In addition, expansion and renovation projects require, from time to time, portions of the existing operations to be closed or disrupted. Any extended disruptions in our operations could have a material adverse effect on our business, financial condition, results of operations or cash flows.

Severe weather conditions or natural disasters could adversely affect our business, financial condition or results of operations, or further increase our insurance premiums and deductibles or make insurance unavailable at commercially reasonable rates.

        The Bahamas, Mexico, Mauritius, the Maldives and Morocco are subject to tropical weather and natural disasters, which, if severe, could adversely affect tourism and our operations. Similarly, inclement weather can adversely affect the relinquishment fees that we earn from Mohegan Sun, as the principal access to this property is by road. In September 1999, Hurricane Floyd, a hurricane rated by the United States National Weather Service as a category five, its highest rating, passed within 60 miles of Paradise Island. Our Paradise Island properties suffered approximately $45.0 million of property damage.

        In November 2001, Hurricane Michelle impacted our Paradise Island properties. Although the storm caused minimal disruption to our operations, our properties (other than Harborside at Atlantis, which was closed from August 2002 through December 2002 due to water damage resulting primarily from Hurricane Michelle) suffered approximately $28.3 million in property damage and cleanup costs. Our losses resulting from Hurricane Floyd and Hurricane Michelle were predominantly covered by insurance.

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        In September 2004, Hurricane Frances passed just to the north of Paradise Island. Costs associated with Hurricane Frances were $4.6 million, which consisted of $3.4 million of clean up and repair costs and complimentary goods and services to guests and a $1.2 million loss on damaged assets.

        In December 2004, the tsunami caused by an earthquake off the coast of Indonesia in southern Asia resulted in flooding damage at our two managed properties in the Maldives. One&Only Kanuhura sustained approximately $7.7 million in business interruption losses. An insurance claim in respect of these losses is under negotiation. In addition, One&Only Kanuhura suffered property damages, and the related insurance claim was settled for $3.5 million. Reethi Rah Resort Pvt. Ltd., or Reethi Rah, submitted a claim to its insurer for $15.5 million in property damages. The claim was denied, but Reethi Rah is contesting such denial. As of September 30, 2005, equity earnings and management fees from One&Only Kanuhura had been adversely affected by the tsunami. In June 2005, One&Only Kanuhura was closed for an extensive four-month renovation and planned refurbishment. One&Only Kanuhura reopened on October 15, 2005.

        Hurricanes and other natural disasters, in addition to causing property damage, lead to decreased revenues until business returns to normal operations and business interruption expenses, including increased marketing expenses. We cannot assure you that our business and, consequently, our results of operations or financial condition, will not be adversely affected by severe weather conditions or other natural disasters in the future, which could cause significant damage and suspension of service provided to our patrons, further increases in our insurance premiums and per occurrence deductibles or cancellations of, or decreases in, our coverage and harm to our business.

Additional increases in our insurance premiums and deductibles may increase our costs and impair our ability to obtain or maintain insurance on our properties.

        We may encounter difficulty in obtaining or renewing property or casualty insurance on certain of our properties which are subject to the potential negative impact of hurricanes. In addition, such insurance may be more limited and may not cover catastrophic risks or terrorist acts at current levels or at all. Even if we are able to renew our policies or obtain new policies at levels and with limitations consistent with our current policies, we cannot be sure that we will be able to obtain such insurance at premium rates that are commercially reasonable. The tsunami in December 2004 in southeast Asia resulted in increases in local insurance rates. In addition to the "all risk" coverage described below, we have insured Atlantis, Paradise Island for up to $300.0 million per occurrence (and in an annual aggregate amount) from damages directly resulting from certain terrorist acts to cover property damage and related business interruption losses. If any such event were to affect all or part of one or more of our properties, it is possible that we would suffer a substantial loss beyond what is covered by our insurance policies.

        The amount of our "all risk" property and business interruption insurance with respect to our Paradise Island business (inclusive of per occurrence deductibles) in the 2005 policy year is $300.0 million. The amount of such "all risk" property and business interruption insurance was $300.0 million in the 2004 policy year and $175.0 million in the 2003 policy year. ("Policy Year" is defined as June 1 of that year through May 31 of the following year.) "All risk" insurance includes coverage for the windstorm related effects of hurricanes among other casualty losses.

        In 2002, with regard to our Paradise Island property insurance, our "all risk" premiums increased from approximately $4.6 million in the 2001 Policy Year to a total of approximately $14.1 million in the 2002 Policy Year, and Kerzner's deductibles also increased from $4.0 million per occurrence in the 2001 Policy Year to $15.0 million per occurrence in the 2002 Policy Year with an annual aggregate deductible of $30.0 million. For the 2003 Policy Year, our premium for Paradise Island property insurance decreased to $13.5 million with the deductibles remaining the same as the 2002 Policy Year. For the 2004 Policy Year, our premium for Paradise Island property insurance increased to $14.1 million with

23

the deductibles remaining the same as in the 2003 Policy Year. For the 2005 Policy Year, our premium for the Paradise Island property insurance decreased to $12.1 million with the deductibles remaining the same as in the 2004 Policy Year. In light of the significant hurricane activity in the Caribbean, the tsunami in December 2004 and Hurricane Katrina in August 2005, our insurance premiums and deductibles may significantly increase.

We are subject to extensive governmental gaming regulations, which may harm our business.

        Our operation of gaming facilities is subject to extensive governmental regulations. Regulatory authorities typically require various registrations, licenses, findings of suitability and approvals to be held by operators of gaming facilities. The regulatory authorities in these jurisdictions generally have broad discretion in the granting, renewal, suspension and revocation of licenses and require that such registrations, licenses, findings of suitability and approvals be renewed or updated periodically. We and our key personnel are currently qualified to do business in all the jurisdictions in which we operate gaming facilities. We cannot assure you that any new or permanent licenses, permits or approvals that may be required by us, our key employees and our partners, if applicable, in the future will be granted or that our existing licenses, permits and approvals will be renewed or will not be suspended or revoked in the future. The failure to receive or renew licenses and/or the suspension or revocation of licenses could materially adversely affect our business, financial condition, results of operations or cash flows.

Our gaming operations are subject to significant taxation and fees that, if increased, could harm our profitability.

        Our gaming operations are subject to significant taxation and fees. We pay substantial taxes and fees with respect to gaming operations in The Bahamas, Connecticut and Rhode Island, and will likely incur significant taxes and fees in other jurisdictions, including Morocco, in which we expect to conduct gaming operations in the future. Any material increase in existing taxes and fees, the adoption of new taxes or fees, or the loss or reduction of any existing or future tax incentives could have a material adverse effect on our profitability.

Our business is seasonal, which could increase our exposure to disruptions caused by weather and other factors.

        Historically, our revenues and operating profits in The Bahamas and Mexico have been higher during the first quarter, the prime tourist season, than in successive quarters. Higher revenues and earnings are typically realized from the Mauritius and Maldives properties during the fourth quarter of the year and from Mohegan Sun during the second and third quarters of the year. If any of these properties were unable to accommodate guests during such periods for any reason, including disruptions caused by weather, our revenues and profits could be adversely affected.

If we are unable to finance our expansion, development and renovation projects as well as other capital expenditures through cash on hand, cash flows from operations and borrowings, our expansion, development and renovation efforts could be jeopardized.

        If we are unable to finance existing or future projects with cash on hand, cash flows from operations or borrowings, we will have to adopt one or more alternatives, such as reducing or delaying planned expansion, development and renovation projects and other capital expenditures, selling assets, restructuring indebtedness, obtaining additional equity financing or joint venture partners or modifying our amended credit facility. These sources of funds may not be sufficient to finance existing or future projects, and other financing may not be available on acceptable terms, in a timely manner or at all. In addition, our amended credit facility contains, and the indenture governing the notes, will contain certain restrictions on our ability to incur additional indebtedness, and our future indebtedness will

24

likely contain similar restrictions. If we are unable to secure additional financing, we could be forced to limit or cancel expansion, development or renovation projects, which may adversely affect our business, financial condition, results of operations or cash flows.

Work stoppages and other labor disputes could harm our financial condition and results of operations.

        In The Bahamas, as of June 30, 2005, a union represented approximately 4,000 of our approximately 6,500 local employees. We participate in an employer association whose existing contract with the union will expire on January 7, 2008. In light of our Phase III expansion, we expect to hire approximately 3,000 additional employees, a substantial portion of which will be represented by such union. Labor relations in The Bahamas have been unstable at times over the last few years and there have been occasional work stoppages. As the country's largest private employer, we are sometimes the target of labor disputes. Any protracted labor disputes or work stoppages affecting any of the properties that we own or operate could reduce our revenues. In addition, many of the public sector industries in The Bahamas, such as electricity, telecommunication and airport facilities, are unionized. The Bahamian government's labor relations with these unions have been unstable at times and there have been work stoppages on occasion that have been disruptive to our business.

Lack of sufficient air service could adversely affect our revenues and profits and adversely affect our future growth.

        Most patrons of our properties arrive by air. Although we consider the current level of air service to our properties in The Bahamas, Mexico, Mauritius, the Maldives and Dubai to be adequate, any interruption or reduction of air service to any such locations could restrict the growth of our businesses, negatively affect our competitive position and adversely affect our revenues and profits. As we continue to expand or develop additional properties, such future growth may require additional air service to meet demand.

We do not own, manage or control Mohegan Sun and the revenues that we derive from Mohegan Sun are therefore outside of our control and are subordinated to certain existing and future obligations of Mohegan Sun.

        In 2004, we earned approximately $36.8 million from TCA, which is party to a relinquishment agreement with the MTGA. Pursuant to the agreement, in exchange for relinquishing its right to manage Mohegan Sun, TCA is entitled to receive 5% of Mohegan Sun's gross revenues through December 2014. As a result, decisions that affect Mohegan Sun's business or operations, and therefore the revenues that TCA earns under the agreement, are outside of our control. Revenues on which TCA's fees are based exclude any revenues generated by any future expansion of Mohegan Sun. The senior and junior relinquishment fees from the MTGA to TCA rank behind all of the MTGA's obligations to pay certain minimum priority distributions to the Mohegan Tribe of Indians of Connecticut and all of the MTGA's existing and future senior secured indebtedness. The junior fees also rank behind all unsecured indebtedness. Should the MTGA not be able to meet these obligations, it would not be able to pay TCA its relinquishment fees, which could have a material adverse effect on our financial position, results of operations and cash flows.

A small number of our shareholders control a significant percentage of our ordinary shares and are able to control decisions affecting our company.

        As of June 3, 2005, Baron Capital Group, Inc., Istithmar, FMR Corp., Caledonia Investments plc and Cement Merchants SA had the right to vote approximately 16.1%, 12.4%, 11.8%, 11.2% and 7.6%, respectively, of our issued and outstanding ordinary shares. As of June 3, 2005, The Kerzner Family Trust and its subsidiary, World Leisure Group, or WLG, both of which are controlled by Mr. Solomon Kerzner, had the right to vote approximately 12.5% of our issued and outstanding ordinary shares. If

25

any combination of our major shareholders act together, they may be able to effectively control the outcome of substantially all matters requiring shareholder approval, including the election of our directors, thereby controlling our management, policies and business operations. For example, our major shareholders could combine to use this voting power to block our ability to obtain certain types of financing for development plans, renovations or expansions, which could materially adversely affect our ability to develop our business and pursue our strategies. In addition, Istithmar, Caledonia Investments plc, Cement Merchants SA and WLG are parties to certain shareholder agreements, which govern, among other things, their transfer of, and voting rights associated with, their shares.

We significantly rely on technology.

        The resort and casino industries continue to demand the use of sophisticated technology, including technology utilized for property management, casino-related technology, procurement, reservation systems and guest amenities. In 2005, we introduced a real-time web-accessible reservation system. We expect the technologies utilized at our properties to require refinements. There can be no assurance that, as certain technologies become outdated or as advanced technologies are introduced, we will be able to replace or introduce such technologies as quickly as our competition, within our established budgets, or that we will be able to integrate such technologies into our existing systems. Further, there can be no assurance that we will receive any benefits from any new technology.

        We also rely on the Internet and our website for a portion of our hotel reservations for Atlantis, Paradise Island and One&Only Ocean Club. In the third quarter of 2005, we expect to integrate our web-based reservation system with our call center to allow online bookings of certain restaurants and activities on Paradise Island. The Internet and our website could experience material disruptions, slowdowns and security breaches, and upgrades and maintenance to our website could result in significant downtime. If we were to experience such a disruption, slowdown or security breach, it could harm our business and reputation.

Joint ventures decrease our ability to manage risk.

        We have from time to time invested, and expect to continue to invest, in joint ventures. Joint ventures typically have shared control over the joint venture assets. As a result, joint venture investments involve risks, such as the possibility that the co-venturer in an investment might become bankrupt or not have the financial resources to meet its obligations, have economic or business interests that are inconsistent with our business interests or take action contrary to our instructions or requests or contrary to our policies or objectives. Any of such actions may subject the assets owned by the joint venture to additional risk. In addition, we may be unable to take action without the approval of our joint venture partners. If a joint venture partner becomes bankrupt, we could become liable for such partner's share of joint venture liabilities. In these circumstances, our business, financial condition, results of operations or cash flows could be materially adversely affected.

        In addition, we often participate in the equity of joint ventures and/or managed properties and provide financing or guarantees to complete the development of a property. These fundings may become unrealizable or we may become obligated to perform under the guarantees which could adversely affect our financial performance.

We may have disputes with the owners and joint venture partners of the properties that we manage.

        Our obligations under our management agreements to manage each property and enforce certain required standards may, in some instances, be subject to interpretation and may give rise to disagreements. While we will seek to resolve any disagreements in a manner that develops and maintains positive relationships with current and potential owners and joint venture partners, our failure to resolve any such disagreements could result in litigation or could interrupt the services or

26

operating quality of the affected property, which could materially adversely affect our business, financial condition, results of operations or cash flows.

We are subject to environmental, health and safety laws and regulations, and our noncompliance or a significant regulatory change could adversely affect our business, financial condition or results of operations.

        Our operations are regulated under a number of federal, provincial, state and local laws and regulations that govern, among other things, the handling of waste materials, some of which are classified as hazardous materials, and the discharge of hazardous materials into the environment. Our operations are subject to stringent regulations relating to protection of the environment and waste handling. In addition to liability for our own noncompliance, these laws and regulations may expose us to liability for the noncompliance of other parties, without regard to whether we were negligent. Sanctions for noncompliance with applicable environmental laws and regulations may include administrative, civil and criminal penalties, revocation of permits and corrective action orders. Furthermore, we may be liable for costs for environmental cleanup at currently or previously owned or operated properties or off-site locations. Our failure to comply with existing laws or regulations, the adoption of new laws or regulations with additional or more rigorous compliance standards or the more vigorous enforcement of environmental laws or regulations could significantly harm our business by increasing our expenses and limiting our future opportunities.

You may have difficulty enforcing judgments against us or our directors or management that reside outside the United States.

        Kerzner is an international business company incorporated under the laws of the Commonwealth of The Bahamas. Certain of our directors and executive officers reside outside the United States. In addition, a substantial portion of the assets of our directors and officers and of our assets are located outside the United States. As a result, it may be difficult or impossible to:

•

effect service of process within the United States upon us or these persons; or



•

enforce, against us or these persons, court judgments obtained in U.S. courts, including judgments relating to U.S. federal securities laws.

        It is unlikely that Bahamian courts would entertain original actions against Bahamian companies, their directors or officers predicated solely upon U.S. federal securities laws. Furthermore, judgments based upon any civil liability provisions of the U.S. federal securities laws are not directly enforceable in The Bahamas. Rather, a lawsuit must be brought in The Bahamas on any such judgment. Subject to consideration of private international law, in general, a judgment obtained after due trial by a court of competent jurisdiction, which is final and conclusive as to the issues, is actionable in Bahamian courts and is impeachable only upon the grounds of fraud, public policy and natural justice.

We may have difficulty enforcing gaming debts in certain foreign jurisdictions or in certain jurisdictions within the United States, which could negatively affect our operating results.

        Gaming debts may not be legally enforced in certain foreign jurisdictions or in certain jurisdictions within the United States. A substantial portion of the customers at Atlantis, Paradise Island reside in the United States. As a result, we may be unable to collect gaming debts from our patrons who reside in such jurisdictions, which could negatively affect our operating results.

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Reassessments of and changes to our business plans could hinder our development and result in charges or fees that could harm our financial condition and results of operations.

        We are regularly reviewing our business plans in light of a variety of factors, including the availability of financing, regulatory and political considerations, competition and other business and strategic concerns. As a result of such assessments, our management may choose to change its plans, which could result in failure to expand and could also cause us to incur fees or charges. We cannot assure you that we will carry forward and complete any proposed business plans.

Energy price increases may adversely affect our cost of operations and our revenues.

        Resorts use significant amounts of electricity, natural gas and other forms of energy. Although we have not experienced shortages of energy, substantial increases in the cost of electricity or natural gas may negatively affect our operating results. The extent of any impact is subject to the magnitude and duration of the energy price increases and could be material. In addition, energy price increases in locations that constitute a significant source of customers for our properties could result in a decline in disposable income of potential customers and a decrease in visitation and spending at our properties, which could negatively impact revenues.

Acts of terrorism and war could adversely affect the travel market and reduce our operating revenues.

        The terrorist attacks of September 11, 2001 had a significant impact on the travel and tourism industries in which we operate. The considerable reduction in both business and leisure air travel following that date significantly reduced visitation to all our properties, including our Paradise Island properties, during the fourth quarter of 2001, resulting in a significant decline in our operating results during this period. On March 19, 2003, the U.S. and coalition forces commenced a war with Iraq. Although the official combat in the war with Iraq ceased in May 2003, the U.S. and coalition forces still maintain a presence in Iraq and terrorist activities in the country have continued. These events, the potential for future terrorist attacks (in the United States and in foreign locations), the national and international responses to terrorist attacks and other acts of war or hostility have created many economic and political uncertainties, which could adversely affect our business and results of operations. Future acts of terror, anti-terrorist efforts, war or other armed conflicts involving the United States or other countries may reduce our guests' willingness to travel, which could have a material adverse effect on the U.S. and global economies and on our business, financial condition, results of operations or cash flows.

Additional risks may be associated with Atlantis, The Palm in Dubai.

        In September 2003, we entered into agreements to form a joint venture with Nakheel LLC, an entity owned by the Royal Family of Dubai, to develop Atlantis, The Palm. In June 2004, we entered into an agreement with Istithmar, an entity indirectly wholly owned by the Royal Family of Dubai, which has assumed all obligations and rights of its affiliate, Nakheel LLC. Dubai is one of seven autonomous Sheikhdoms that form the federation of the United Arab Emirates. The United Arab Emirates is located along the Persian Gulf, and bordered on the south and west by Saudi Arabia, on the west by Qatar and on the north and east by Oman. These states and others in the region, more specifically Bahrain and Kuwait, through an organization formed to strengthen relations among the six states, the Gulf Cooperation Council, maintain peaceful relations and cooperate on trade, regional defense and economic issues. His Highness Sheikh Zayed bin Sultan Al Nahayan served as President of the United Arab Emirates from 1971 to November 2, 2004. On November 3, 2004, His Highness Sheikh Khalifa bin Zayed Al Nahyan was named President of the United Arab Emirates. His Highness Sheikh Maktoum bin Rashid al-Maktoum has ruled in Dubai since 1990. Although the Sheikh-led government appears to be stable and not subject to any significant local challenges, the September 11, 2001 terrorist attacks on the United States and the war and ongoing efforts in Iraq have both increased

28

scrutiny and heightened tensions throughout the Middle East, including the United Arab Emirates. Al-Qaeda and other terrorist organizations, in their hostile campaign against supporters of the West, present a threat to stability in the Middle East. The United Arab Emirates maintains friendly relations with the United States. For example, it allowed U.S. troops to be stationed there in preparation for the invasion of Iraq in 2003 and it has pledged humanitarian assistance in the Iraqi reconstruction efforts and encouraged the United States to maintain security even after the handover of power to the Iraqis on July 1, 2004. This support for the United States may increase the likelihood of attacks on the state by terrorist organizations. As publicly reported on May 5, 2004, Pakistani intelligence uncovered a plot by a small group of terrorists to hijack and possibly bomb a plane bound for the United Arab Emirates. The firm relationship between Saudi Arabia and the United States has in recent years led to a number of significant terrorist activities in Saudi Arabia and similar events could occur in the United Arab Emirates.

        The U.S. Department of State is concerned that terrorists may be planning to carry out further attacks against Westerners and oil workers in the Gulf. Perceptions of the safety of the region could affect Atlantis, The Palm, as the viability of this undertaking is dependent on the continued growth of tourism in the region, primarily from Western Europe and Asia. Future acts of terrorism, anti-terrorist efforts, war or political and civil unrest in the region could have a material adverse effect on global economies, the economies of the Gulf States and in particular on the development of Atlantis, The Palm in Dubai. Dubai is generally viewed as the most progressive, open and pro-Western emirate. In addition, it is currently the only emirate that permits the sale of land to foreigners. With its relatively high profile, Dubai could represent a potentially attractive target to terrorist organizations.

        Atlantis, The Palm will be located at the apex of the crescent, which forms the external border of The Palm, Jumeirah, a major land reclamation project in Dubai, and is expected to be connected to the rest of The Palm, Jumeirah by a roadway tunnel and proposed monorail. As with any reclamation project, there are inherent subsidence and liquefaction risks. We and Nakheel LLC have been monitoring the construction site for subsidence, which to date has been isolated and not in excess of three millimeters. However, we have not monitored or had any opportunity to monitor other sites on The Palm, Jumeirah for subsidence. In the event of unforeseeable subsidence on the site or on other sites on The Palm, Jumeirah, we would expect at a minimum for there to be a material reduction in hotel bookings for Atlantis, The Palm and in day visitors to the water attractions, which in turn could have a material adverse impact on the operations and financial condition of Atlantis, The Palm. In the event of an earthquake, there is a risk of liquefaction. While there has not been recent significant seismic activity in the immediate vicinity of Dubai, earthquakes have recently occurred in Iran, Egypt, Syria and southern Asia, off the coast of Indonesia. In addition, severe storms accompanied by high winds can develop over the Gulf. These storms typically occur annually from December through to the end of March. These storms could lead to surges and high wave heights that could erode or top the breakwater that has been erected on the Gulf-side of the site, thereby leading to flooding. In recent months, there has been some movement of rock on the breakwaters that we believe are due to unusually severe storms. We and Nakheel LLC have agreed to regularly monitor the status of the breakwaters. Aside from the property damage that could occur from such floods, any such flooding could also damage the roads on the crescent or the proposed monorail, as well as flood the tunnel, which would limit or curtail arrivals and departures to Atlantis, The Palm. Any of these structural, climatic or geological events would likely have a material adverse impact on the site and operations of Atlantis, The Palm, including the extensive marine environment and animals that will be a key attraction of the resort. Nakheel LLC and other developers have also announced other reclamation projects in Dubai of a similar scale to The Palm, Jumeirah. In addition, we are dependent on Nakheel LLC to complete the infrastructure of The Palm, Jumeirah, including roads, the proposed monorail and the roadway tunnel, on a timely basis. Should any of these reclamation projects suffer from any of these events, Atlantis, The Palm and, as a result, we could be materially adversely affected.

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Additional risks may be associated with our proposed destination resort casino in Morocco.

        In the second quarter of 2005, we announced that Kerzner and two local Moroccan companies, SOMED and CDG, had entered into a joint venture agreement for the development and operation of a destination resort casino. This agreement is subject to the fulfillment of certain conditions. Morocco is located in Northern Africa and is bordered by Algeria, the North Atlantic Ocean and the Mediterranean Sea. The Head of State of Morocco is His Majesty King Mohammed IV and the Prime Minister of Morocco is Mr. Driss Jettou. Although Morocco is largely stable, with limited security risks, the May 2003 suicide bomb attacks in Casablanca have raised concerns about terrorist activity in the region. The implication of several Moroccans in the March 2004 Madrid train bombing has further heightened concerns about terrorism. There are several loose-knit terrorist groups in Morocco that have connections to Al-Qaeda. Morocco has historically been an ally of the United States, although it did express opposition to the war in Iraq. Its historic support for the United States may increase the likelihood of attacks on the state by terrorist organizations. Establishments which are readily identifiable with Western interests are potential targets for future attacks. Such targets may include establishments where activities occur that may offend religious sensitivities, such as casinos or places where alcoholic beverages are sold or consumed. At present, there are five casinos located in Morocco, however, our proposed resort would be the largest casino in Morocco and therefore, a potentially more high-profile target. Future acts of terrorism, anti-terrorist efforts, war or political and civil unrest in the region could have a material adverse effect on global economies, the economy of Morocco and in particular, the development and success of our destination resort casino in Morocco.

Our success depends on certain key employees.

        Our success depends upon the continued services of certain key employees, in particular our senior management. Our senior management is responsible for the implementation and development of our various projects, the development and maintenance of our relationships with current and potential hotel and resort owners and joint venture partners and the marketing and related activities necessary to attract patrons to our properties. Although we believe that we could replace our key employees within a reasonable amount of time should the need arise, the loss of key personnel could have a material adverse effect on our business.

Deterioration in general economic and market conditions could adversely affect our business.

        Our business is affected by general economic and market conditions, particularly in the United States and Europe. A large portion of our business at Atlantis, Paradise Island is generated by group convention sales and individual tour and travel. A recession or economic slowdown could cause a reduction in group sales bookings or the willingness or ability of tourists to book vacations at Atlantis, Paradise Island, which could materially adversely affect our operating results.

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USE OF PROCEEDS

        This exchange offer is intended to satisfy our obligations under the registration rights agreement entered into in connection with the issuance of the Original Notes. We will not receive any cash proceeds from the issuance of the New Notes in the exchange offer. In consideration for issuing the New Notes as contemplated by this prospectus, we will receive the Original Notes in like principal amount. The Original Notes surrendered and exchanged for the New Notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the New Notes will not result in the receipt of any proceeds or any increase in our indebtedness or capital stock.

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CASH, CAPITALIZATION AND INDEBTEDNESS

        The following table sets forth our cash position and capitalization as of September 30, 2005:

Total Capitalization as of September 30, 2005
Cash and cash equivalents		$	112,952
Restricted cash			71,504
	Total cash, cash equivalents and restricted cash	$	184,456
Long-term debt (including current maturities)
	Revolving credit facility(a)	$	—
	63/4% Senior Subordinated Notes		400,000
	87/8% Notes		3,115
	2.375% Notes		230,000
	Palmilla Notes(b)		110,000
	Reethi Rah Term Loan Facility(c)		49,700
	Reethi Rah Loan(c)		4,391
	Capitalized leases and other debt		4,725
			801,931
Shareholders' equity			1,147,719
	Total capitalization	$	1,949,650

(a)

In July 2004, we entered into an amended credit facility with a syndicate of banks which increased our total aggregate permitted borrowing thereunder to $500.0 million. As of September 30, 2005, we had $494.6 million of borrowings available on our amended credit facility after giving effect to $5.4 million of letters of credit outstanding. In October 2005, we amended and restated our credit facility which increased our total aggregate borrowing capacity thereunder to $650.0 million.

(b)

In December 2004, One&Only Palmilla entered into two promissory notes for a total principal amount of $110.0 million.

(c)

In December 2004 and December 2002, Reethi Rah entered into loan facilities for principal aggregate amounts equal to $50.0 million and $5.0 million, respectively.

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RATIO OF EARNINGS TO FIXED CHARGES

        We have calculated the ratio of earnings to fixed charges by dividing earnings by fixed charges. For the purpose of computing the ratio of earnings to fixed charges, "earnings" is defined as pretax income (loss) from continuing operations before adjustment for minority interest or income or loss from equity investees, plus fixed charges, amortization of capitalized interest, distributed income of equity investees and less interest capitalized and minority interest in pre-tax income of subsidiaries that have not incurred fixed charges. "Fixed charges" consist of interest expense, amortization of debt issuance costs, discounts and premiums, capitalized interest and that portion of rental expense that we believe to be representative of the interest component.

Year Ended December 31,					Nine Months Ended September 30,
2000(a)	2001	2002	2003	2004	2005
(dollars in millions)
—	1.51	2.32	2.88	2.29	1.25

(a)

Earnings were insufficient to cover fixed charges by $123,770,000 for the year ended December 31, 2000.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

        In connection with the sale of the Original Notes, Kerzner entered into a registration rights agreement for the Original Notes with the initial purchasers, under which it agreed to use its reasonable efforts to file and have declared effective an exchange offer registration statement under the Securities Act and to consummate the exchange offer.

        We are making the exchange offer in reliance on the position of the SEC as set forth in certain no-action letters. However, we have not sought our own no-action letter. Based upon these interpretations by the SEC, we believe that a holder of New Notes, but not a holder who is our "affiliate" within the meaning of Rule 405 of the Securities Act, who exchanges Original Notes for New Notes in the exchange offer, generally may offer the New Notes for resale, sell the New Notes and otherwise transfer the New Notes without further registration under the Securities Act and without delivery of a prospectus that satisfies the requirements of Section 10 of the Securities Act. This does not apply, however, to a holder who is our "affiliate" within the meaning of Rule 405 of the Securities Act. We also believe that a holder may offer, sell or transfer the New Notes only if the holder acquires the New Notes in the ordinary course of its business and is not participating, does not intend to participate and has no arrangement or understanding with any person to participate in a distribution of the New Notes.

        Any holder of the Original Notes using the exchange offer to participate in a distribution of New Notes cannot rely on the no-action letters referred to above and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. A broker-dealer that acquired Original Notes directly from us, but not as a result of market-making activities or other trading activities, must also comply with the registration and prospectus delivery requirements of the Securities Act in the absence of an exemption from such requirements.

        Each broker-dealer that receives New Notes for its own account in exchange for Original Notes, where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. See "Plan of Distribution." This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The letter of transmittal states that by so acknowledging and delivering a prospectus, a broker-dealer will not be considered to admit that it is an "underwriter" within the meaning of the Securities Act. We have agreed that for a period of not less than 180 days after the expiration date for the exchange offer, we will make this prospectus available to broker-dealers for use in connection with any such resale. See "Plan of Distribution."

        Except as described above, this prospectus may not be used for an offer to resell, resale or other transfer of New Notes.

        The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of Original Notes in any jurisdiction in which the exchange offer or the acceptance of tenders would not be in compliance with the securities or blue sky laws of such jurisdiction.

Terms of the Exchange

        Upon the terms and subject to the conditions of the exchange offer, we will accept any and all Original Notes validly tendered prior to 5:00 p.m., New York City time, on the expiration date for the exchange offer. The date of acceptance for exchange of the Original Notes, and completion of the

34

exchange offer, is the exchange date, which will be the first business day following the expiration date (unless extended as described in this prospectus). We will issue, on or promptly after the exchange date, an aggregate principal amount of up to $400,000,000 of the New Notes for a like principal amount of the outstanding Original Notes tendered and accepted in connection with the exchange offer. The New Notes issued in connection with the exchange offer will be delivered on the earliest practicable date following the exchange date. Holders may tender some or all of their Original Notes in connection with the exchange offer, but only in minimum principal amounts of $1,000 and integrals of $1,000 in excess thereof.

        The terms of the New Notes will be identical in all material respects to the terms of the Original Notes, except that the New Notes will have been registered under the Securities Act and are issued free from any covenant regarding registration, including the payment of liquidated damages upon a failure to file or have declared effective an exchange offer registration statement or to complete the exchange offer by certain dates. The New Notes will evidence the same debt as the Original Notes and will be issued under the same indenture and entitled to the same benefits under that indenture as the Original Notes being exchanged. As of the date of this prospectus, $400,000,000 in aggregate principal amount of the Original Notes are outstanding.

        In connection with the issuance of the Original Notes, we have arranged for the Original Notes originally purchased by qualified institutional buyers and those sold in reliance on Regulation S under the Securities Act to be issued and transferable in book-entry form through the facilities of The Depository Trust Company ("DTC"), acting as depositary. The New Notes will be issued in the form of a global note registered in the name of DTC or its nominee and each beneficial owner's interest in it will be transferable in book-entry form through DTC.

        Holders of Original Notes do not have any appraisal or dissenters' rights in connection with the exchange offer. Original Notes which are not tendered for exchange or are tendered but not accepted in connection with the exchange offer will remain outstanding and be entitled to the benefits of the indenture under which they were issued, but, subject to certain limited exceptions, will not be entitled to any registration rights under the registration rights agreement. See "—Consequences of Failures to Properly Tender Original Notes in the Exchange Offer."

        We shall be considered to have accepted validly tendered Original Notes if and when we have given oral or written notice to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the New Notes from us.

        If any tendered Original Notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events described in this prospectus or otherwise, we will return the Original Notes, without expense, to the tendering holder as quickly as possible after the expiration date.

        Holders who tender Original Notes will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes on exchange of Original Notes in connection with the exchange offer. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. See "—Fees and Expenses."

Expiration Date; Extensions; Amendments

        The expiration date for the exchange offer is 5:00 p.m., New York City time, on                        , 2005, unless extended by us in our sole discretion (but in no event to a date later than                        , 2005), in which case the term "expiration date" shall mean the latest date and time to which the exchange offer is extended.

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        We reserve the right, in our sole discretion:

•

to delay accepting any Original Notes, to extend the offer or to terminate the exchange offer if, in our reasonable judgment, any of the conditions described below shall not have been satisfied, by giving oral or written notice of the delay, extension or termination to the exchange agent; or



•

to amend the terms of the exchange offer in any manner.

        If we amend the exchange offer in a manner that we consider material, we will disclose such amendment by means of a prospectus supplement, and we will extend the exchange offer for a period of five to ten business days.

        If we determine to make a public announcement of any delay, extension, amendment or termination of the exchange offer, we will do so by making a timely release through an appropriate news agency.

        If we delay accepting any Original Notes or terminate the exchange offer, we promptly will pay the consideration offered, or return any Original Notes deposited, pursuant to the exchange offer as required by Rule 14e-1(c) under the Exchange Act.

Interest on the New Notes

        Interest on the New Notes will accrue at a per annum rate of 6³/4% from the most recent date to which interest on the Original Notes has been paid or, if no interest has been paid, from September 22, 2005.

        Interest on the New Notes will be paid semiannually to holders of record at the close of business on the March 15 or September 15 immediately preceding the interest payment date on April 1 and October 1 of each year, commencing on April 1, 2006.

Conditions to the Exchange Offer

        Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or exchange New Notes for, any Original Notes and may terminate the exchange offer as provided in this prospectus before the acceptance of the Original Notes, if prior to the expiration date:

•

any action or proceeding is instituted or threatened in any court or by or before any governmental agency relating to the exchange offer which, in our reasonable judgment, might materially impair our ability to proceed with the exchange offer or materially impair the contemplated benefits of the exchange offer to us, or any material adverse development has occurred in any existing action or proceeding relating to us or any of our subsidiaries;



•

any change, or any development involving a prospective change, in our business or financial affairs or any of our subsidiaries has occurred which, in our reasonable judgment, might materially impair our ability to proceed with the exchange offer or materially impair the contemplated benefits of the exchange offer to us;



•

any law, statute, rule or regulation is proposed, adopted or enacted, which in our reasonable judgment, might materially impair our ability to proceed with the exchange offer or materially impair the contemplated benefits of the exchange offer to us; or



•

any governmental approval has not been obtained, which approval we, in our reasonable discretion, consider necessary for the completion of the exchange offer as contemplated by this prospectus.

        The conditions listed above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any of these conditions. We may waive these conditions in our reasonable

36

discretion in whole or in part at any time and from time to time prior to the expiration date. The failure by us at any time to exercise any of the above rights shall not be considered a waiver of such right, and such right shall be considered an ongoing right which may be asserted at any time and from time to time.

        If we determine in our reasonable discretion that any of the conditions are not satisfied, we may:

•

refuse to accept any Original Notes and return all tendered Original Notes to the tendering holders;



•

extend the exchange offer and retain all Original Notes tendered before the expiration of the exchange offer, subject, however, to the rights of holders to withdraw these Original Notes (see "Withdrawal of Tenders" below); or



•

waive unsatisfied conditions relating to the exchange offer and accept all properly tendered Original Notes which have not been withdrawn.

Procedures for Tendering

        Unless the tender is being made in book-entry form, to tender in the exchange offer, a holder must:

•

complete, sign and date the letter of transmittal, or a facsimile of it;



•

have the signatures guaranteed if required by the letter of transmittal; and



•

mail or otherwise deliver the letter of transmittal or the facsimile, the Original Notes and any other required documents to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

        Any financial institution that is a participant in DTC's Book-Entry Transfer Facility system may make book-entry delivery of the Original Notes by causing DTC to transfer the Original Notes into the exchange agent's account. The exchange agent will make a request to establish an account for the Original Notes at DTC for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC's system may make book-entry deliveries of Original Notes by causing DTC to transfer those Original Notes into the exchange agent's account at DTC according to DTC's procedures for transfer.

        To validly tender Original Notes through DTC, the financial institution that is a participant in DTC will electronically transmit its acceptance through the Automatic Transfer Offer Program. DTC will then edit and verify the acceptance, execute a book-entry transfer of the tendered Original Notes into the applicable account of the exchange agent at DTC and then send to the exchange agent confirmation of such book-entry transfer. The confirmation of such book-entry transfer will include an agent's message stating that DTC has received an express acknowledgment from the participant in DTC tendering the Original Notes that the participant has received and agrees to be bound by the terms of the letter of transmittal and that we may enforce the letter of transmittal against the participant.

        A tender of Original Notes through a book-entry transfer into the exchange agent's account at DTC will only be effective if an agent's message or the letter of transmittal or a facsimile of the letter of transmittal with any required signature guarantees and any other required documents are transmitted to and received by the exchange agent at the address set forth below under the caption "Exchange Agent" for its receipt on or before the expiration date unless the guaranteed delivery procedures described below are complied with. Delivery of documents to DTC does not constitute delivery to the exchange agent.

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        The tender by a holder of Original Notes will constitute an agreement between us and the holder in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

        The method of delivery of Original Notes and the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holders. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the expiration date. No letter of transmittal of Original Notes should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the tenders for such holders.

        Any beneficial owner whose Original Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct such registered holder to tender on behalf of the beneficial owner. If the beneficial owner wishes to tender on that owner's own behalf, the beneficial owner must, prior to completing and executing the letter of transmittal and delivering such beneficial owner's Original Notes, either make appropriate arrangements to register ownership of the Original Notes in such beneficial owner's name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

        Signatures on letters of transmittal or notices of withdrawal must be guaranteed by an eligible guarantor institution within the meaning of Rule 17Ad-15 under the Exchange Act, unless the Original Notes tendered pursuant thereto are tendered:

•

by a registered holder who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal; or



•

for the account of an eligible guarantor institution.

        In the event that a signature on a letter of transmittal or a notice of withdrawal is required to be guaranteed, such guarantee must be by:

•

a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc.;



•

a commercial bank or trust company having an office or correspondent in the United States; or



•

an "eligible guarantor institution."

        If the letter of transmittal is signed by a person other than the registered holder of any Original Notes, the Original Notes must be endorsed by the registered holder or accompanied by a properly completed bond power, in each case signed or endorsed in blank by the registered holder.

        If the letter of transmittal or any Original Notes or bond powers are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by us, submit evidence satisfactory to us of their authority to act in that capacity with the letter of transmittal.

        We will determine all questions as to the validity, form, eligibility (including time of receipt) and acceptance and withdrawal of tendered Original Notes in our sole discretion. We reserve the absolute right to reject any and all Original Notes not properly tendered or any Original Notes whose acceptance by us would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to any particular Original Notes either before or after the expiration date. Our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Original Notes must be cured within

38

a time period we will determine. Although we intend to request the exchange agent to notify holders of defects or irregularities relating to tenders of Original Notes, neither we, the exchange agent nor any other person will have any duty or incur any liability for failure to give such notification or for the inaccuracy of such notice. Tenders of Original Notes will not be considered to have been made until such defects or irregularities have been cured or waived. Any Original Notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

        In addition, we reserve the right, as set forth above under the caption "Conditions to the Exchange Offer," to terminate the exchange offer.

        By tendering, each holder represents to us, among other things, that:

•

the New Notes acquired in connection with the exchange offer are being obtained in the ordinary course of business of the person receiving the New Notes;



•

the holder has no arrangements or understanding with any person to participate in the distribution of such New Notes within the meaning of the Securities Act;



•

the holder is not an "affiliate" (as defined in Rule 405 under the Securities Act) of the Company or if it is an affiliate, such holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;



•

if the holder is a not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the New Notes; and



•

if the holder is a broker-dealer, that it will receive New Notes for its own account in exchange for Original Notes that were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such New Notes.

Guaranteed Delivery Procedures

        A holder who wishes to tender its Original Notes and:

•

whose Original Notes are not immediately available;



•

who cannot deliver the holder's Original Notes, the letter of transmittal or any other required documents to the exchange agent prior to the expiration date; or



•

who cannot complete the procedures for book-entry transfer before the expiration date;

        may effect a tender if

•

the tender is made through an eligible guarantor institution;



•

before the expiration date, the exchange agent receives from the eligible guarantor institution:



(i)

a properly completed and duly executed notice of guaranteed delivery by facsimile transmission, mail or hand delivery,



(ii)

the name and address of the holder, and



(iii)

the certificate number(s) of the Original Notes, if any, and the principal amount of Original Notes tendered, stating that the tender is being made and guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal and the certificate(s) representing the Original Notes (or a confirmation of book-entry transfer), and any other documents required by the letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent; and

39

•

the exchange agent receives, within three New York Stock Exchange trading days after the expiration date, a properly completed and executed letter of transmittal or facsimile, as well as the certificate(s) representing all tendered Original Notes in proper form for transfer or a confirmation of book-entry transfer, and all other documents required by the letter of transmittal.

Withdrawal of Tenders

        Except as otherwise provided herein, tenders of Original Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

        To withdraw a tender of Original Notes in connection with the exchange offer, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth herein prior to 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must:

•

specify the name of the person who deposited the Original Notes to be withdrawn;



•

identify the Original Notes to be withdrawn (including the certificate number(s), if any, and principal amount of such Original Notes);



•

be signed by the depositor in the same manner as the original signature on the letter of transmittal by which such Original Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the Trustee register the transfer of such Original Notes into the name of the person withdrawing the tender; and



•

specify the name in which any such Original Notes are to be registered, if different from that of the depositor.

        We will determine all questions as to the validity, form and eligibility (including time of receipt) of such notices of withdrawal. Any Original Notes so withdrawn will be considered not to have been validly tendered for purposes of the exchange offer, and no New Notes will be issued unless the Original Notes withdrawn are validly re-tendered. Any Original Notes which have been tendered but which are not accepted for exchange or which are withdrawn will be returned to the holder without cost to such holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn Original Notes may be re-tendered by following one of the procedures described above under the caption "Procedures for Tendering" at any time prior to the expiration date.

Exchange Agent

        The Bank of New York Trust Company, N.A. has been appointed as exchange agent in connection with the exchange offer. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent at its offices at The Bank of New York, Corporate Trust Operations, Reorganization Unit, 101 Barclay Street—7 East, New York, New York 10286, Attention: Evangeline Gonzales. The exchange agent's telephone number is (212) 815-3738 and facsimile number is (212) 298-1915.

Fees and Expenses

        We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer. We will pay certain other expenses to be incurred in connection with the exchange offer, including the fees and expenses of the exchange agent and certain accounting and legal fees.

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        Holders who tender their Original Notes for exchange will generally not be obligated to pay transfer taxes. However, if:

•

New Notes are to be delivered to, or issued in the name of, any person other than the registered holder of the Original Notes tendered;



•

tendered Original Notes are registered in the name of any person other than the person signing the letter of transmittal; or



•

a transfer tax is imposed for any reason other than the exchange of Original Notes in connection with the exchange offer;

then the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption from them is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.

Accounting Treatment

        The New Notes will be recorded at the same carrying value as the Original Notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the completion of the exchange offer.

Consequences of Failures to Properly Tender Original Notes in the Exchange Offer

        Issuance of the New Notes in exchange for the Original Notes in the exchange offer will be made only after timely receipt by the exchange agent of such Original Notes, a properly completed and duly executed letter of transmittal or confirmation of book-entry transfer and all other required documents. Therefore, holders of the Original Notes desiring to tender such Original Notes in exchange for New Notes should allow sufficient time to ensure timely delivery. We are under no duty to give notification of defects or irregularities of tenders of Original Notes for exchange. Original notes that are not tendered or that are tendered but not accepted by us will, following completion of the exchange offer, continue to be subject to the existing restrictions upon transfer thereof under the Securities Act, and, upon completion of the exchange offer, certain registration rights under the registration rights agreement will terminate. In the event the exchange offer is completed, we will not be required to register the remaining Original Notes. Remaining Original Notes will continue to be subject to the following restrictions on transfer:

•

the remaining Original Notes may be resold only (i) if registered pursuant to the Securities Act, (ii) if an exemption from registration is available or (iii) if neither such registration nor such exemption is required by law; and



•

the remaining Original Notes will bear a legend restricting transfer in the absence of registration or an exemption.

        We do not currently anticipate that we will register the remaining Original Notes under the Securities Act. To the extent that Original Notes are tendered and accepted in connection with the exchange offer, any trading market for remaining Original Notes could be adversely affected. See "Risk Factors—Risks Relating to the Exchange Offer—If you fail to exchange your Original Notes, they will continue to be restricted securities and may become less liquid."

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DESCRIPTION OF OTHER INDEBTEDNESS

Amended Credit Facility

        On October 31, 2005, Kerzner, KINA and Kerzner International Bahamas Limited, as co-borrowers, entered into the Sixth Amended and Restated Credit Agreement with various financial institutions, as lenders, JPMorgan Chase Bank, N.A., as the Administrative Agent, Deutsche Bank Securities Inc. as Syndication Agent and JPMorgan Chase Bank, N.A., Bear Stearns Corporate Lending Inc., Goldman Sachs Credit Partners and Merrill Lynch Capital Corporation, as Co-Documentation Agents. Under the amended credit facility, the maximum of borrowings that may be outstanding is $650.0 million, subject to certain conditions. In addition, should we obtain the requisite commitment from existing or new lenders, we have the right to increase the aggregate amount of our credit facility by up to $250.0 million.

        This summary is not a complete description of all of the terms of the credit agreement governing the amended credit facility and you should refer to the credit agreement and any amendments thereto. A copy of the amended credit facility is filed as Exhibit 10.3(j) to Registration Statement on Form F-4, filed on November 23, 2005.

        Loans under the amended credit facility bear interest at (i) the higher of (a) the administrative agent's base rate or (b) the Federal Funds Rate plus one-half of one percent, in either case plus an additional 0.000% to 1.00% based on a debt to EBITDA ratio during the period, as defined (the "Leverage Ratio"), (ii) the LIBOR rate plus 0.750% to 2.00% based on the Leverage Ratio or (iii) the Federal Funds Rate plus 0.750% to 2.00% based on the Leverage Ratio. For loans based on the Alternate Base Rate (as defined therein), interest is payable quarterly. For loans based on the LIBOR rate, interest is payable on the last day of each applicable interest period. Loans under the amended credit facility may be prepaid and re-borrowed at any time and are due in full in December 31, 2010. Commitment fees are calculated at per annum rates ranging from 0.25% to 0.60% based on the Leverage Ratio, applied to the undrawn amount of the amended credit facility and are payable quarterly.

        The amended credit facility contains affirmative and restrictive covenants with which Kerzner must comply, which, among other things: (a) require periodic financial reporting, (b) require meeting certain financial amounts and ratio tests, (c) restrict the payment of dividends, (d) limit the incurrence of indebtedness and (e) limit asset expenditures and dispositions outside the ordinary course of business. As of September 30, 2005, we believe that we were in compliance with all such covenants.

        As of September 30, 2005, we had no borrowings outstanding under the amended credit facility. Our availability as of September 30, 2005, was $494.6 million after giving effect to the $5.4 million in outstanding letters of credit. All amounts outstanding are unconditionally guaranteed by all significant subsidiaries that are a party to the amended credit facility.

Issuance of 2.375% Convertible Senior Subordinated Notes

        In April 2004, Kerzner issued $230.0 million principal amount of 2.375% Notes due 2024 which, after related issuance costs, resulted in net proceeds of approximately $223.7 million. In connection with the issuance of the 2.375% Notes, Kerzner filed a shelf registration statement, pursuant to which holders of such notes may engage in resales. All of the proceeds received from the issuance of the 2.375% Notes are being used to fund capital expenditures and for general corporate purposes.

        The 2.375% Notes may be converted into cash and ordinary shares at an initial conversion rate of 17.1703 shares per $1,000 principal amount in accordance with the terms of the indenture. This conversion rate is equal to a conversion price of approximately $58.24 per ordinary share. Upon conversion, all of the principal amount of the converted notes must be paid in cash.

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        The 2.375% Notes, which are unsecured obligations, are not guaranteed by any of Kerzner's subsidiaries and therefore are effectively subordinated to the subsidiary guarantees of the 6³/4% Notes. Interest on the 2.375% Notes is payable semi-annually and commenced on October 15, 2004. We believe that we were in compliance with all covenants contained in the indenture governing the 2.375% Notes as of September 30, 2005. All of our outstanding 2.375% Notes are subordinated to the borrowings under our amended credit facility.

Issuances of 8⁷/8% Senior Subordinated Notes

        In August 2001, Kerzner along with KINA (together, the "Companies") issued $200.0 million principal amount of 8⁷/8% Notes which, after costs, resulted in net proceeds of approximately $194.0 million. The proceeds received from the issuance of the 8⁷/8% Notes were advanced to one of our wholly owned subsidiaries to repay amounts outstanding under our then-existing amended and restated revolving credit facility.

        In May 2002, the Companies issued an additional $200.0 million principal amount of 8⁷/8% Notes, which after costs, resulted in net proceeds of approximately $201.5 million. The proceeds were used to repay the Company's then-outstanding 9% senior subordinated notes.

        The 8⁷/8% Notes, which are unsecured obligations, are unconditionally guaranteed by substantially all of the wholly owned subsidiaries of Kerzner and KINA. Interest on the 8⁷/8% Notes is payable semi-annually and commenced on February 15, 2002. The indenture governing the 8⁷/8% Notes contains various restrictive covenants, including limitations on the ability of the Companies and the guarantors to, among other things: (a) incur additional indebtedness, (b) incur certain liens, (c) engage in certain transactions with affiliates and (d) pay dividends and make certain other payments. We believe that we were in compliance with all such covenants as of June 30, 2005. All of our outstanding 8⁷/8% Notes are subordinated to the borrowings under our amended credit facility.

        In September 2005, we commenced a tender offer and consent solicitation relating to the 8⁷/8% Notes. As of October 8, 2005, approximately 99.59% of the $400.0 million aggregate principal amount outstanding of the 8⁷/8% Notes were tendered and the requisite consents received. The consents permitted the elimination or modification of certain covenants and related provisions in the indenture governing the 8⁷/8% Notes. We and KINA accepted the tendered notes for payment. See "Prospectus Summary—Recent Developments—The Tender Offer and Consent Solicitation" and "Use of Proceeds."

Derivative Financial Instruments

        In August and December 2001, we entered into fixed-to-variable rate interest rate swap agreements (the "Swap Agreements") designated as fair value hedges on $200.0 million principal amount of our 8⁷/8% Notes. In each of September 2003 and July 2004, we canceled $25.0 million of our $200.0 million Swap Agreements and in September 2005, we cancelled the remaining $150.0 million of our Swap Agreements.

        In December 2004, Palmilla entered into an interest rate cap agreement in connection with its issuance of two promissory notes for an aggregate principal amount of $110.0 million. The purpose of the interest rate cap agreement is to cap the LIBOR component of the interest on the promissory notes at 5%. The interest rate cap agreement is designated as a cash flow hedge and is used to hedge the variable cash flows associated with the promissory notes.

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DESCRIPTION OF NEW NOTES

        The New Notes will be issued under an indenture dated as of September 22, 2005, among Kerzner International Limited ("Kerzner International"), the Guarantors and The Bank of New York Trust Company, N.A., as trustee (the "Trustee"), as amended by the first supplemental indenture dated as of September 22, 2005, among the Issuers (as defined below), the Guarantors and the Trustee (together, the "Indenture"). The following summaries of certain material provisions of the Indenture and the registration rights agreement dated as of September 22, 2005 (the "Registration Rights Agreement"), by and among Kerzner International, the Guarantors and the initial purchasers, do not purport to be complete, and where reference is made to particular provisions of the Indenture and the Registration Rights Agreement, such provisions, including the definitions of certain terms, are incorporated by reference as a part of such summaries or terms, which are qualified in their entirety by such reference.

        Unless the context otherwise requires, in this section "Notes" means the New Notes, the Original Notes and any Additional Notes issued in the future pursuant to the Indenture, as described below under "—Principal, Maturity and Interest; Additional Notes."

        The definitions of certain capitalized terms used in the following summary are set forth below under "—Certain Definitions." For purposes of this section, references to "Issuers," "we," "our" or "us" include only Kerzner International and Kerzner International North America, Inc. ("KINA") and their respective successors in accordance with the terms of the Indenture and, except pursuant to the terms of the Guarantees, not their respective Subsidiaries.

Brief Description of the Notes and the Guarantees

The Notes

        The Notes will be:

•

our unsecured senior subordinated obligations;



•

subordinated in right of payment to certain of our other obligations;



•

ranked equal in right of payment with all of our existing and future senior subordinated Indebtedness;



•

effectively subordinated to all of our secured Indebtedness to the extent of the collateral securing such Indebtedness; and



•

guaranteed on a senior subordinated basis by the Guarantors.

        The Notes will be issued in fully registered form only, without coupons, in denominations of $1,000 and integral multiples thereof.

        The term "Subsidiaries" as used in this Description of New Notes does not include Unrestricted Subsidiaries. Under certain circumstances, we will be able to designate current or future Subsidiaries as Unrestricted Subsidiaries. Unrestricted Subsidiaries will not be subject to the restrictive covenants set forth in the Indenture and will not guarantee the Notes.

The Guarantees

        The Notes will be jointly and severally, irrevocably and unconditionally guaranteed (the "Guarantees") on a senior subordinated basis by our present and future Subsidiaries (the "Guarantors") other than Unrestricted Subsidiaries. The obligations of each Guarantor under its Guarantee, however, will be limited in a manner intended to avoid it being deemed a fraudulent conveyance under applicable law. See "—Certain Bankruptcy Limitations."

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Unrestricted Subsidiaries

        The notes will not be guaranteed by our present and future Unrestricted Subsidiaries. As of the date of the Indenture, we had fifteen Unrestricted Subsidiaries, which were formed principally to engage in businesses ancillary to our principal businesses, such as a subsidiary that assists us in arranging insurance, or to invest in potential developments where a guarantee of parent company indebtedness by such subsidiaries was not practicable. Such Unrestricted Subsidiaries owned 3.7% of our total assets as of June 30, 2005, accounted for approximately 0.9% of our total revenues for the six months ended June 30, 2005, and had no indebtedness at June 30, 2005.

        We will not have the ability to designate Kerzner International Bahamas Limited, or KIBL, or any of its Subsidiaries, or any successor to KIBL's or its Subsidiaries' business or assets that is majority owned or controlled by us, as an Unrestricted Subsidiary. We will, however, have the ability to designate as Unrestricted Subsidiaries one or more Subsidiaries of KIBL that, singly and in the aggregate, are not material to the business of KIBL and its Subsidiaries, taken as a whole. See "—Certain Definitions—Unrestricted Subsidiary." As of June 30, 2005, KIBL and its subsidiaries owned approximately 81.5% of our total assets, excluding Reethi Rah and Palmilla, which we consolidate in accordance with FIN 46R, cash, cash equivalents, restricted cash and short-term investments. For the six months ended June 30, 2005, KIBL and its subsidiaries accounted for approximately 94.5% of our net revenues, excluding $36.8 million of net revenues, attributable to Reethi Rah and Palmilla, and had total indebtedness of approximately $0.6 million. The operating subsidiaries for Phase III will be subsidiaries of KIBL and, as such, will be guarantors and will be subject to the restrictive covenants contained herein.

Principal, Maturity and Interest; Additional Notes

        On the Issue Date, we will issue the Notes with a maximum aggregate principal amount of $400.0 million. The Indenture provides, in addition to the $400.0 million aggregate principal amount of the Notes being issued on the Issue Date, for the issuance of additional notes having identical terms and conditions to the Notes offered hereby (the "Additional Notes"), subject to compliance with the terms of the Indenture, including the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock." Interest will accrue on the Additional Notes issued pursuant to the Indenture from and including the date of issuance of such Additional Notes. Any such Additional Notes will be issued on the same terms as the Notes and with the same CUSIP numbers as the Notes. The Notes and the Additional Notes will constitute the same series and will vote together as one series on all matters. All references to Notes herein include the Additional Notes, if any; provided that such Additional Notes could be incurred as additional Indebtedness pursuant to the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock."

        The Notes will mature on October 1, 2015. The Notes will bear interest at the rate per annum stated on the cover page hereof from the date of issuance or from the most recent Interest Payment Date to which interest has been paid or provided for, payable semi-annually in arrears on April 1 and October 1 of each year, commencing April 1, 2006, to the persons in whose names such Notes are registered at the close of business on the March 15 or September 15 immediately preceding such Interest Payment Date. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

Methods of Receiving Payments on the Notes

        Principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes will be payable, and the Notes may be presented for registration of transfer or exchange, at the office or agency of the Issuers maintained for such purpose, which office or agency shall be maintained in the Borough of Manhattan, The City of New York. At the option of the Issuers, payment of interest may

45

be made by check mailed to the Holders of the Notes at the addresses set forth upon the registry books of the Issuers; provided that all payments with respect to Global Notes and Certificated Securities, the holders of which have given wire transfer instructions to the Issuers and the paying agent, will be required to be made by wire transfer of immediately available funds to the accounts specified by the holders thereof. No service charge will be made for any registration of transfer or exchange of Notes, but the Issuers may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Until otherwise designated by the Issuers, the Issuers' office or agency will be the corporate trust office of the Trustee in the Borough of Manhattan, The City of New York.

Subordination

        The Notes and the Guarantees will be general, unsecured obligations of the Issuers and the Guarantors, respectively, subordinated in right of payment to all Senior Debt of the Issuers and the Guarantors, respectively. As of June 30, 2005, Kerzner International on a consolidated basis had approximately $0.6 million of Senior Debt outstanding, excluding approximately $168.2 million attributable to Palmilla and Reethi Rah which is otherwise included in Kerzner International's consolidated indebtedness pursuant to FIN 46R. Kerzner International on a consolidated basis also had, as of June 30, 2005, $494.6 million of unused availability under the Credit Agreement after giving effect to $5.4 million of letters of credit outstanding.

        The Indenture provides that no payment of any kind or character from any source may be made by or on behalf of the Issuers or a Guarantor, as applicable, on account of the principal of, premium, if any, or interest or Liquidated Damages or Additional Amounts on the Notes (including any repurchases of Notes and rescission payments), or on account of the redemption provisions of the Notes, for cash or property (other than from the trust described under "—Legal Defeasance and Covenant Defeasance"), (i) upon the maturity of any Senior Debt of the Issuers or such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, the interest on and any fee or other amount due in respect of such Senior Debt are first paid in full in cash or Cash Equivalents or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on or any fee or other amount due in respect of Senior Debt of the Issuers or such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment Default"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist.

        Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Senior Debt to declare such Senior Debt to be due and payable and (ii) written notice of such event of default given to the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $25.0 million principal amount outstanding of any other Senior Debt or their representative (a "Payment Blockage Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist (including by reason of the repayment in full of such Senior Debt in cash or Cash Equivalents), no payment (by set-off or otherwise) may be made by or on behalf of the Issuers or any Guarantor which is an obligor under such Senior Debt on account of the principal of, premium, if any, or interest or Liquidated Damages or Additional Amounts on the Notes, including any repurchases of Notes and rescission payments, other than payments made from the trust described under "—Legal Defeasance and Covenant Defeasance"; provided, however, that so long as the Credit Agreement is in effect, a Payment Blockage Notice may only be given by the Representative under the Credit Agreement unless otherwise agreed in writing by the requisite lenders under the Credit Agreement. Notwithstanding the foregoing, unless the Senior Debt in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Blockage Notice is delivered as set forth above (the "Payment Blockage Period") (and such

46

declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Issuers and the Guarantors shall be required to pay all sums not paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. Any number of Payment Blockage Notices may be given; provided, however, that (i) not more than one Payment Blockage Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Blockage Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Debt) shall be made the basis for the commencement of any other Payment Blockage Period, unless such event of default shall have been cured or waived for a period of not less than 90 days.

        Upon any distribution of assets of either Issuer or any Guarantor upon any dissolution, winding up, total or partial liquidation or reorganization of either Issuer or such Guarantor, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, (i) the holders of all Senior Debt of such Issuer or such Guarantor, as applicable, will first be entitled to receive payment in full in cash or Cash Equivalents or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents before the Holders are entitled to receive any payment on account of principal of, premium, if any, and interest and Liquidated Damages or Additional Amounts on the Notes, including any repurchases of Notes and rescission payments, other than payments by way of the issuance of Junior Securities or from the trust described under "—Legal Defeasance and Covenant Defeasance," and (ii) any payment or distribution of assets of such Issuer or such Guarantor of any kind or character from any source, whether in cash, property or securities, other than Junior Securities or from the trust described under "—Legal Defeasance and Covenant Defeasance," to which the Holders or the Trustee on behalf of the Holders would be entitled (by set-off or otherwise), except for the subordination provisions contained in the Indenture, will be paid by the liquidating trustee or agent or other person making such a payment or distribution directly to the holders of such Senior Debt or their representative to the extent necessary to make payment in full in cash or Cash Equivalents on all such Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt.

        In the event that, notwithstanding the foregoing, any payment or distribution of assets (other than, where applicable, Junior Securities or from the trust described under "—Legal Defeasance and Covenant Defeasance") shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the foregoing provisions, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Debt, and shall be paid or delivered by the Trustee or such Holders, as the case may be, to the holders of such Senior Debt remaining unpaid or unprovided for or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Debt held or represented by each, for application to the payment of all such Senior Debt remaining unpaid, to the extent necessary to pay all such Senior Debt in full in cash or Cash Equivalents or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents after giving effect to any concurrent payment or distribution to the holders of such Senior Debt.

        No provision contained in the Indenture or the Notes will affect the obligation of the Issuers and the Guarantors, which is absolute and unconditional, to pay, when due, principal of, premium, if any, and interest and Liquidated Damages on the Notes. The subordination provisions of the Indenture and the Notes will not prevent the occurrence of any Default or Event of Default under the Indenture or limit the rights of the Trustee or any Holder to pursue any other rights or remedies with respect to the Notes.

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        As a result of these subordination provisions, in the event of the liquidation, bankruptcy, reorganization, insolvency, receivership or similar proceeding or an assignment for the benefit of the creditors of the Issuers or a marshalling of assets or liabilities of the Issuers, Holders of the Notes may receive ratably less than other creditors. The Indenture limits, subject to certain financial tests, the amount of additional Indebtedness, including Senior Debt, the Issuers and its Subsidiaries can incur. See "Certain Covenants—Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock."

Certain Bankruptcy Limitations

        Each Issuer is a holding company, conducting all its business through Subsidiaries, which have guaranteed or will guarantee the Issuers' obligations with respect to the Notes, and Unrestricted Subsidiaries. Holders of the Notes will be direct creditors of each Guarantor by virtue of its guarantee. Nonetheless, in the event of the bankruptcy or financial difficulty of a Guarantor, such Guarantor's obligations under its guarantee may be subject to review and avoidance under state, United States Federal or foreign fraudulent transfer laws. Among other things, such obligations may be avoided if a court concludes that such obligations were incurred for less than reasonably equivalent value or fair consideration at a time when the Guarantor was insolvent, was rendered insolvent, or was left with inadequate capital to conduct its business. A court would likely conclude that a Guarantor did not receive reasonably equivalent value or fair consideration to the extent that the aggregate amount of its liability on its guarantee exceeds the economic benefits it received in the issuance of the Notes. The obligations of each Guarantor under its guarantee will be limited in a manner intended to cause it not to be a fraudulent conveyance under applicable law, although no assurance can be given that a court would give the Holder the benefit of such provision. See "Risk Factors—The guarantees may not be enforceable because of fraudulent conveyance laws."

        If the obligations of a Guarantor under its guarantee were avoided, Holders of Notes would have to look to the assets of any remaining Guarantors for payment. There can be no assurance in that event that such assets would suffice to pay the outstanding principal and interest on the Notes.

Optional Redemption

        The Issuers will not have the right to redeem any Notes prior to October 1, 2010 (other than out of the Net Cash Proceeds of a Qualified Equity Offering, as described in the next following paragraph, or pursuant to a Required Regulatory Redemption or an Optional Tax Redemption). The Notes will be redeemable for cash at the option of the Issuers, in whole or in part, at any time on or after October 1, 2010 upon not less than 30 days' nor more than 60 days' notice to each Holder of Notes, at the following redemption prices (expressed as percentages of the principal amount) if redeemed during the 12-month period commencing October 1 of the years indicated below, in each case (subject to the right of Holders of record on a Record Date to receive interest due on an Interest Payment Date that is on or prior to such Redemption Date) together with accrued and unpaid interest and Liquidated Damages, if any, thereon to the Redemption Date:

Year	Percentage
2010	103.375	%
2011	102.250	%
2012	101.125	%
2013 and thereafter	100.000	%

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        On or prior to October 1, 2008, upon one or more Qualified Equity Offerings, we may redeem up to 35% of the aggregate principal amount of the Notes issued pursuant to the Indenture within 60 days of such Qualified Equity Offering, on not less than 30 days, but not more than 60 days, notice to each Holder of the Notes to be redeemed, with cash from the Net Cash Proceeds of such Qualified Equity Offering, at 106.75% of the principal amount thereof (subject to the right of Holders of record on a Record Date to receive interest due on an Interest Payment Date that is on or prior to such Redemption Date), together with accrued and unpaid interest and Liquidated Damages, if any, to the date of redemption.

Required Regulatory Redemption

        If a Holder or a beneficial owner of a Note is required by any Gaming Authority to be found suitable to hold the Notes, the Holder shall apply for a finding of suitability within 30 days after a Gaming Authority requests or sooner if so required by such Gaming Authority. The applicant for a finding of suitability must pay all costs of the investigation for such finding of suitability. If a Holder or beneficial owner is required to be found suitable to hold the Notes and is not found suitable by a Gaming Authority, the Holder shall, to the extent required by applicable law, dispose of his Notes within 30 days or within that time prescribed by a Gaming Authority, whichever is earlier. If the Holder fails to dispose of its Notes within such time period, the Issuers may, at their option, redeem the Holder's Notes (a "Required Regulatory Redemption") at, depending on applicable law, (i) the principal amount thereof, together with accrued and unpaid interest and Liquidated Damages, if any, to the date of the finding of unsuitability by a Gaming Authority, (ii) the amount that such Holder paid for the Notes, (iii) the fair market value of the Notes, (iv) the lowest of clauses (i), (ii) and (iii), or (v) such other amount as may be determined by the appropriate Gaming Authority. See "Risk Factors—We may require you to dispose of your notes or redeem your notes if required by applicable gaming regulations."

Payment of Additional Amounts

        The Issuers will, subject to certain limitations and exceptions (as set forth below), pay to each Holder such amounts (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect to a Note, or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to tax, will result in the receipt by the Holders of the amounts that would have been received by them had no such deduction or withholding been required; provided, however, that no such Additional Amounts shall be payable in respect of any Note for:

(1)

any tax, duty, assessment, or other governmental charge which would not have been imposed but for the fact that such Holder:



(a)

is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Note;



(b)

presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or



(c)

presented such Note for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional

49

Amounts if it had presented such Note for payment on any day within such period of 30 days;

(2)

any estate, inheritance, gift, sales, transfer, or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Notes;



(3)

any tax, duty, assessment, or other governmental charge imposed on a Holder that is not the beneficial owner of a Note to the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had the beneficial owner directly held the Note; or



(4)

any combination of items (1), (2) and (3).

        Whenever there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Note or the net proceeds received on the sale or exchange of any Note, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in the Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the Indenture.

        Without limiting a Holder's right to receive payment of Additional Amounts, in the event that Additional Amounts actually paid with respect to the Notes are based on rates of deduction or withholding of Bahamian taxes in excess of the appropriate rate applicable to the Holder of such Notes and, as a result thereof, such Holder of Notes is entitled to make a claim for a refund or credit of such excess, then such Holder of Notes shall, by accepting the Notes and receiving a payment of Additional Amounts, be deemed to have assigned and transferred all right, title and interest to any such claim for a refund or credit of such excess to the Issuers. By making such assignment, the Holder of Notes makes no representation or warranty that the Issuers will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto.

Optional Tax Redemption

        The Notes may be redeemed at the option of the Issuers, in whole but not in part, upon not less than 30 nor more than 60 days' notice given as provided in the Indenture, at any time at a redemption price equal to the principal amount thereof, plus accrued and unpaid interest, if any, thereon, plus Liquidated Damages, if any, to the date fixed for redemption if, as a result of any change in or amendment to the laws, treaties, rulings or regulations of The Bahamas, or of any political subdivision or taxing authority thereof or therein, or any change in the official position of the applicable taxing authority regarding the application or interpretation of such laws, treaties, rulings or regulations (including a holding, judgment or order of a court of competent jurisdiction) or any execution thereof or amendment thereto, which is enacted into law or otherwise becomes effective after the date of this prospectus, either Issuer is or would be required on the next succeeding interest payment date to pay Additional Amounts on the Notes as a result of the imposition of a Bahamian tax and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Issuers which do not cause the Issues to incur any material costs. The Issuers shall also pay to holders on the redemption date any Additional Amounts then due and which will become due as a result of the redemption or would otherwise be payable.

        Prior to the publication of any notice of redemption in accordance with the foregoing, the Issuers shall deliver to the Trustee an officer's certificate stating that (i) the payment of Additional Amounts cannot be avoided by the use of any reasonable measures available to the Issuers which do not cause the Issuers to incur any material costs and (ii) the Issuers are entitled to effect such redemption based on the written, substantially unqualified opinion of counsel, which counsel shall be reasonably acceptable to the Trustee, that the Issuers have or will become obligated to pay Additional Amounts as

50

a result of such change or amendment. The notice, once delivered by the Issuers to the Trustee, will be irrevocable.

Selection and Notice

        In the case of a partial redemption (other than a Required Regulatory Redemption), the Trustee shall select the Notes or portions thereof for redemption on a pro rata basis, by lot or in such other manner it deems appropriate and fair. The Notes may be redeemed in part in multiples of $1,000 only.

        The Notes will not have the benefit of any sinking fund.

        Except as required by a Gaming Authority with respect to a Required Regulatory Redemption, notice of any redemption will be sent, by first class mail, at least 30 days and not more than 60 days prior to the date fixed for redemption to the Holder of each Note to be redeemed to such Holder's last address as then shown upon the registry books of the Registrar. Any notice which relates to a Note to be redeemed in part only must state the portion of the principal amount equal to the unredeemed portion thereof and must state that on and after the date of redemption, upon surrender of such Note, a new Note or Notes in a principal amount equal to the unredeemed portion thereof will be issued. On and after the date of redemption, interest will cease to accrue on the Notes or portions thereof called for redemption, unless the Issuers default in the payment thereof.

Certain Covenants

        Set forth below are certain covenants contained in the Indenture. During any period of time that (i) the Notes have Investment Grade Status and (ii) no Default or Event of Default has occurred and is continuing under the Indenture with respect to the Notes, the Issuers and their Subsidiaries will not be subject to the provisions of the Indenture with respect to the Notes described below under "—Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock," "—Limitation on Restricted Payments," "—Limitation on Sale of Assets and Subsidiary Stock" and clause (iii) of the first paragraph of the covenant described under "—Limitation on Merger, Consolidation or Sale of Kerzner International" (collectively, the "Suspended Covenants"). In the event that the Issuers and their Subsidiaries are not subject to the Suspended Covenants with respect to the Notes for any period of time as a result of the preceding sentence and, subsequently, either of the Rating Agencies withdraws its rating or assigns the Notes a rating below the required Investment Grade Ratings, then the Issuers and their Subsidiaries will thereafter again be subject to the Suspended Covenants.

Repurchase of Notes at the Option of the Holder upon a Change of Control

        The Indenture provides that in the event that a Change of Control Triggering Event has occurred, each Holder of Notes will have the right, at such Holder's option, pursuant to an irrevocable and unconditional offer by the Issuers (the "Change of Control Offer"), to require the Issuers to repurchase all or any part of such Holder's Notes (provided that the principal amount of such Notes must be $1,000 or an integral multiple thereof) on a date (the "Change of Control Purchase Date") that is no later than 45 Business Days after the occurrence of such Change of Control Triggering Event, at a cash price equal to 101% of the principal amount thereof (the "Change of Control Purchase Price"), together with accrued and unpaid interest and Liquidated Damages, if any, to the Change of Control Purchase Date. The Change of Control Offer shall be made within 20 Business Days following a Change of Control Triggering Event and shall remain open for at least 20 Business Days following its commencement (the "Change of Control Offer Period"). Upon expiration of the Change of Control Offer Period, the Issuers promptly shall purchase all Notes properly tendered in response to the Change of Control Offer.

        As used herein, a "Change of Control Triggering Event" shall be deemed to occur if either of the Rating Agencies shall downgrade or withdraw their rating of the Notes as a result of or, in any case,

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within 90 days of, a Change of Control. A "Change of Control" means (i) any sale, transfer or other conveyance, whether direct or indirect, of all or substantially all of the assets, on a consolidated basis, of Kerzner International in one transaction or a series of related transactions (in each case other than to a person that is a Permitted Holder); (ii) any merger or consolidation of Kerzner International with or into any person if, immediately after giving effect to such transaction, any "person" or "group" (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable) (other than one or more Permitted Holders) is or becomes the "beneficial owner," directly or indirectly, of more than 50% of the total voting power in the aggregate normally entitled to vote in the election of directors, managers, or trustees, as applicable, of the surviving entity or entities; (iii) any "person" or "group" (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable) (other than one or more Permitted Holders) is or becomes the "beneficial owner," directly or indirectly, of more than 50% of the total voting power in the aggregate of all classes of Capital Stock of Kerzner International then outstanding normally entitled to vote in elections of directors; (iv) during any period of 12 consecutive months after the Issue Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors of Kerzner International (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of Kerzner International was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of Kerzner International then in office; or (v) the adoption of a plan relating to the liquidation or dissolution of Kerzner International.

        On or before the Change of Control Purchase Date, the Issuer will (i) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price (together with accrued and unpaid interest and Liquidated Damages, if any) of all Notes so tendered and (iii) deliver to the Trustee Notes so accepted together with an Officers' Certificate listing the Notes or portions thereof being purchased by the Issuers. The Paying Agent promptly will pay the Holders of Notes so accepted an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest and Liquidated Damages, if any), and the Trustee promptly will authenticate and deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted will be delivered promptly by the Issuers to the Holder thereof. The Issuers publicly will announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.

        The phrase "all or substantially all" of the assets of Kerzner International will likely be interpreted under applicable state law and will be dependent upon particular facts and circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a sale or transfer of "all or substantially all" of the assets of Kerzner International has occurred.

        The Issuers' ability to pay such purchase price is, and may in the future be, limited by the terms of the Credit Agreement, as the same may be amended or other agreements relating to Senior Debt. The occurrence of certain of the events that would constitute a Change of Control may constitute a default under the Credit Agreement, as the same may be amended. Future indebtedness of the Issuers may contain prohibitions of certain events that would constitute a Change of Control or require the Issuers to offer to redeem such indebtedness upon a Change of Control. Moreover, the exercise by the Holders of Notes of their right to require the Issuers to purchase the Notes could cause a default under such future indebtedness, even if the Change of Control itself does not, due to the financial effect of such purchase on the Issuers. Finally, the Issuers' ability to pay cash to Holders of Notes upon a purchase may be limited by the Issuers' then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required purchases.

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        Any Change of Control Offer will be made in compliance with any and all applicable laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and any and all other applicable United States Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, our compliance or compliance by any of the Guarantors with such laws and regulations shall not in and of itself cause a breach of their obligations under such covenant.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock

        The Indenture provides that, except as set forth below in this covenant, the Issuers and the Guarantors will not, and will not permit any of their Subsidiaries to, individually or collectively, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness or any Disqualified Capital Stock (including Acquired Indebtedness), except Permitted Indebtedness.

        Notwithstanding the foregoing, if:

(i)

no Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a pro forma basis to, such incurrence of Indebtedness or Disqualified Capital Stock, and



(ii)

on the date of such incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of Kerzner International for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.0 to l (the "Debt Incurrence Ratio"),

        then the Issuers and the Guarantors may incur such Indebtedness or Disqualified Capital Stock.

        Acquired Indebtedness shall be deemed to have been incurred at the time the person who incurred such Indebtedness becomes a Subsidiary of the Issuers (including upon designation of any Unrestricted Subsidiary or other person as a Subsidiary) or is merged with or into or consolidated with either of the Issuers or a Subsidiary of either of the Issuers, as applicable. Upon each incurrence of Indebtedness, the Issuers may designate pursuant to which provision of this covenant (including pursuant to which clause of the definition of "Permitted Indebtedness") such Indebtedness is being incurred and the Issuers may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this covenant.

Limitation on Restricted Payments

        The Indenture provides that the Issuers and the Guarantors will not, and will not permit any of their Subsidiaries to, individually or collectively, directly or indirectly, make any Restricted Payment if, after giving effect to such Restricted Payment on a pro forma basis, (i) a Default or an Event of Default shall have occurred and be continuing or (ii) Kerzner International is not permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio in the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock."

        The immediately preceding paragraph, however, will not prohibit: (1) a Qualified Exchange, (2) the payment of any dividend on Capital Stock within 60 days after the date of its declaration if such dividend could have been made on the date of such declaration in compliance with the foregoing provisions, (3) the redemption or repurchase of any Capital Stock or Indebtedness of the Issuers or its Subsidiaries (other than Capital Stock or Indebtedness held by Permitted Holders), if the holder or

53

beneficial owner of such Capital Stock or Indebtedness is required to be found suitable by any Gaming Authority to own or vote any such security and is found unsuitable by any such Gaming Authority to so own or vote such security, (4) any Investment Guarantee Payments, and (5) repurchases of Equity Interests deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the exercise price of such options.

        For purposes of this covenant, the amount of any Restricted Payment made or returned, if other than in cash, shall be the fair market value thereof, as determined in the good faith reasonable judgment of the Board of Directors of Kerzner International, unless stated otherwise, at the time made or returned, as applicable.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries

        The Indenture provides that the Issuers and Guarantors will not, and will not permit any of their Subsidiaries to, individually or collectively, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of Kerzner International, KINA or such Guarantors to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, Kerzner International, KINA the Guarantors or any Subsidiary of any of them, or to guaranty the Notes, except (a) restrictions imposed by the Notes or the Indenture or by our other Indebtedness (which may also be guaranteed by the Guarantors) ranking pari passu with the Notes or the Guarantees, as applicable, provided that such restrictions are no more restrictive taken as a whole than those imposed by the Indenture and the Notes, (b) restrictions imposed by applicable law, (c) any restriction imposed by Indebtedness incurred under the Credit Agreement or other Senior Debt of the Issuers incurred pursuant to the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock"; provided that such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, (d) any restriction imposed by Indebtedness incurred by any Guarantor pursuant to the covenants "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock" and "Limitation on Layering of Indebtedness"; provided, that a majority of the members of the Board of Directors of the Issuers and such Guarantor shall have determined in good faith that (i) such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date or (ii) such restriction or requirement will not, individually or together with such other restrictions or requirements imposed on any other Guarantor, be reasonably expected to result (except upon a default or event of default under such Indebtedness) in the Issuers not having sufficient funds to make scheduled payments of cash interest on the Notes when due, (e) restrictions under any Acquired Indebtedness not incurred in violation of the Indenture or any agreement relating to any property, asset, or business acquired by Kerzner International or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (f) restrictions with respect solely to a Subsidiary of Kerzner International imposed pursuant to a binding agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary that are being sold, (g) restrictions on transfer contained in FF&E Indebtedness incurred pursuant to paragraph (c) of the definition of "Permitted Indebtedness," provided such restrictions relate only to the transfer of the property acquired with the proceeds of such FF&E Indebtedness, and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c), (d) or (e) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease, license or contract entered into in the ordinary course of

54

business, consistent with industry practice, nor (b) Liens permitted under the terms of the Indenture shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be.

Limitation on Layering Indebtedness

        The Indenture provides that the Issuers and the Guarantors will not, individually or collectively, directly or indirectly, incur, or suffer to exist any Indebtedness that is, or by its terms may become, subordinate in right of payment to any other Indebtedness of either Issuer or any Guarantor, unless such Indebtedness, by its terms, is subordinated in right of payment to, or ranks pari passu with, the Notes or the Guarantees, as applicable.

Limitation on Liens Securing Indebtedness

        The Indenture provides that the Issuers and the Guarantors will not, and will not permit any of their Subsidiaries to, individually or collectively, create, incur, assume or suffer to exist any Lien of any kind, other than Permitted Liens, upon any of their respective assets now owned or acquired on or after the date of the Indenture or upon any income or profits therefrom securing any Indebtedness of the Issuers, the Guarantors or any of their Subsidiaries other than Senior Debt, unless the Issuers and Guarantors each provide, and cause their Subsidiaries to provide, concurrently therewith, that the Notes are equally and ratably so secured, provided that, if such Indebtedness is Subordinated Indebtedness, the Lien securing such Subordinated Indebtedness shall be subordinate and junior to the Lien securing the Notes with the same relative priority as such Subordinated Indebtedness shall have with respect to the Notes.

Limitation on Sale of Assets and Subsidiary Stock

        The Indenture provides that the Issuers and the Guarantors will not, and will not permit any of their Subsidiaries to, individually or collectively, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of its property, business or assets, including by merger or consolidation (in the case of KINA, a Guarantor or a Subsidiary of Kerzner International or KINA), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of Kerzner International, including KINA, whether by Kerzner International, KINA or a Subsidiary of either or through the issuance, sale or transfer of Equity Interests by a Subsidiary of Kerzner International, including KINA, and including any sale and leaseback transaction (an "Asset Sale"), unless (i)(a) within 360 days after the date of such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Offer Amount") are applied to the optional redemption of the Notes in accordance with the terms of the Indenture or to the repurchase of the Notes and other Indebtedness of the Issuers on a parity with the Notes with similar provisions requiring the Issuers to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) pursuant to an irrevocable, unconditional cash offer (the "Asset Sale Offer") to repurchase Notes at a purchase price of 100% of principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) with respect to each such series of Indebtedness (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment, made within 540 days of such Asset Sale or (b) within 540 days following such Asset Sale, the Asset Sale Offer Amount is (1) invested in assets and property (other than notes, bonds, obligation and securities) which in the good faith judgment of the Board of Directors of Kerzner International will immediately constitute or be a part of a Related Business of Kerzner International, KINA or such Subsidiary (if it continues to be a Subsidiary) immediately following such investment or (2) used to permanently reduce Senior Debt (provided that in the case of a revolving loan agreement or similar

55

arrangement that makes credit available, such commitment is so permanently reduced by such amount), (ii) no more than the greater of (A) $20.0 million or (B) 15% of the total consideration for such Asset Sale or series of related Asset Sales consists of consideration other than cash or Cash Equivalents; provided, however, that more than 15% of the total consideration may consist of consideration other than cash or Cash Equivalents if (A) the portion of such consideration that does not consist of cash or Cash Equivalents consists of assets of a type ordinarily used in the operation of a Related Business (including Capital Stock of a person that becomes a wholly owned Subsidiary and that holds such assets) to be used by the Issuers or a Subsidiary in the conduct of a Related Business and (B) the terms of such Asset Sale have been approved by a majority of the members of the Board of Directors of Kerzner International having no personal stake in such transaction, (iii) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to, such Asset Sale, and (iv) if the value of the assets disposed of is at least $20.0 million, the Board of Directors of Kerzner International determines in good faith that Kerzner International or such Subsidiary, as applicable, receives fair market value for such Asset Sale (as evidenced by a resolution of the Board of Directors). Pending the final application of any Net Cash Proceeds, the Issuers may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture.

        The Indenture provides that an acquisition of Notes pursuant to an Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not applied to the uses set forth in (i) above (the "Excess Proceeds") exceeds $50.0 million and that each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Issuers shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the applicable Asset Sale Offer Price (together with accrued and unpaid interest and Liquidated Damages, if any). To the extent that the aggregate amount of Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Issuers may use any remaining Net Cash Proceeds for general corporate purposes as otherwise permitted by the Indenture and following the consummation each Asset Sale Offer the Excess Proceeds amount shall be reset to zero. For purposes of (ii) above, total consideration received means the total consideration received for such Asset Sales minus the amount of (a) Senior Debt assumed by a transferee which assumption permanently reduces the amount of Indebtedness outstanding on the Issue Date or permitted pursuant to clause (a) or (c) of the definition of Permitted Indebtedness (including that in the case of a revolving loan agreement or similar arrangement that makes credit available, such commitment is so reduced by such amount), (b) FF&E Indebtedness secured solely by the assets sold and assumed by a transferee and (c) property that within 30 days of such Asset Sale is converted into Cash or Cash Equivalents.

        Notwithstanding the foregoing provisions of the prior paragraph:

(i)

Kerzner International and its Subsidiaries may, in the ordinary course of business, convey, sell, transfer, assign or otherwise dispose of inventory acquired and held for resale in the ordinary course of business;



(ii)

Kerzner International and its Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets pursuant to and in accordance with the provisions of the covenant "Limitation on Merger, Sale or Consolidation of Kerzner International";



(iii)

Kerzner International and its Subsidiaries may sell or dispose of damaged, worn out or other obsolete property in the ordinary course of business so long as such property is no longer necessary for the proper conduct of the business of Kerzner International or such Subsidiary, as applicable;

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(iv)

Kerzner International and any of its Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets to Kerzner International or any Guarantor; and



(v)

Kerzner International may sell certain non-strategic real estate on Paradise Island and any of the real estate it or any of its Subsidiaries owns as of the Issue Date in Atlantic City.

        All Net Cash Proceeds from an Event of Loss shall be invested, used for prepayment of Senior Debt, or used to repurchase Notes, all within the period and as otherwise provided above in clauses (i)(a) or (i)(b) of the first paragraph of this covenant.

        Any Asset Sale Offer shall be made in compliance with all applicable laws, rules, and regulations, including, if applicable, Regulation 14E of the Exchange Act and the rules and regulations thereunder and all other applicable United States Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, the compliance by the Issuers or any of the Guarantors with such laws and regulations shall not in and of itself cause a breach of their obligations under such covenant.

Limitation on Transactions with Affiliates

        The Indenture provides that none of the Issuers nor any of their Subsidiaries will be permitted on or after the Issue Date to enter into or suffer to exist any contract, agreement, arrangement or transaction with any Affiliate (an "Affiliate Transaction"), or any series of related Affiliate Transactions (other than Exempted Affiliate Transactions) (i) unless it is determined that the terms of such Affiliate Transaction are fair and reasonable to Kerzner International or such Subsidiary, as applicable, and no less favorable to Kerzner International or such Subsidiary, as applicable, than could have been obtained in an arm's length transaction with a non-Affiliate and (ii) if involving consideration to either party in excess of $20.0 million, unless such Affiliate Transaction(s) has been approved by a majority of the members of the Board of Directors that are disinterested in such transaction and (iii) if involving consideration to either party in excess of $50.0 million, unless in addition to the foregoing Kerzner International, prior to the consummation thereof, obtains a written favorable opinion as to the fairness of such transaction to Kerzner International from a financial point of view from an independent investment banking firm of national reputation.

Limitation on Payments for Consent

        The Indenture provides that none of the Issuers nor any of their Subsidiaries or Unrestricted Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of any Notes for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all Holders of the Notes which so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement, which solicitation documents must be mailed to all Holders of the Notes prior to the expiration of the solicitation.

Limitation on Merger, Sale or Consolidation of Kerzner International

        The Indenture provides that Kerzner International will not, directly or indirectly, consolidate with or merge with or into another person or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another person or group of affiliated persons or adopt a Plan of Liquidation, unless (i) either (a) Kerzner International is the resulting surviving or transferee entity (the "Successor Company") or (b) the Successor Company or, in the case of a Plan of Liquidation, the entity which receives the greatest value from such Plan of Liquidation, is a corporation organized under the laws of the Commonwealth of The Bahamas, any member country of the European Union, Canada or the

57

United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of Kerzner International in connection with the Notes and the Indenture; (ii) no Default or Event of Default shall exist or shall occur immediately after giving effect on a pro forma basis to such transaction; and (iii) immediately after giving effect to such transaction on a pro forma basis, the Successor Company or, in the case of a Plan of Liquidation, the entity which receives the greatest value from such Plan of Liquidation would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock."

        Upon any consolidation or merger or any transfer of all or substantially all of the assets of Kerzner International or consummation of a Plan of Liquidation in accordance with the foregoing, the successor corporation formed by such consolidation or into which Kerzner International is merged or to which such transfer is made or, in the case of a Plan of Liquidation, the entity which receives the greatest value from such Plan of Liquidation shall succeed to, and (except in the case of a lease or any transfer of substantially all (but less than all) of the assets of Kerzner International) be substituted for, and may exercise every right and power of, Kerzner International under the Indenture with the same effect as if such successor corporation had been named therein as Kerzner International and (except in the case of a lease or any transfer of substantially all (but less than all) of the assets of Kerzner International) Kerzner International shall be released from the obligations under the Notes and the Indenture except with respect to any obligations that arise from, or are related to, such transaction.

        For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of all or substantially all of the properties and assets of one or more Subsidiaries of Kerzner International, including KINA, shall be deemed to be the transfer of all or substantially all of the properties and assets of Kerzner International if the interest of Kerzner International in the properties and assets of such Subsidiary or Subsidiaries constitutes all or substantially all of the properties and assets of Kerzner International.

Limitation on Merger, Sale or Consolidation of KINA

        The Indenture provides that KINA will not consolidate or merge with or into (whether or not KINA is the surviving person) another person (other than Kerzner International or a Guarantor) unless (i) subject to the provisions of the following paragraph, the person formed by or surviving any such consolidation or merger (if other than KINA) expressly assumes all the obligations of KINA pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; and (ii) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred or be continuing. Any person that expressly assumes all the obligations of KINA pursuant to a supplemental indenture as provided in the foregoing, shall succeed to, and be substituted for, and may exercise every right and power of KINA under the Indenture with the same effect as if such successor corporation had been named herein as KINA.

        Notwithstanding the foregoing, upon the sale or disposition (whether by merger, stock purchase, or otherwise) of KINA in its entirety to an entity which is not a Subsidiary, which transaction is otherwise in compliance with the Indenture (including, without limitation, the provisions of the covenant "Limitation on Sale of Assets and Subsidiary Stock"), KINA shall be released from the obligations under the Securities and the Indenture except with respect to any obligations that arise from, or are related to, such transaction; provided, however, that any such termination shall occur only to the extent that all obligations of KINA under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any Indebtedness of Kerzner International or any of its Subsidiaries shall also terminate upon such release, sale or transfer."

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Future Subsidiary Guarantors

        The Indenture provides that all present and future Subsidiaries of either Issuer (including any Unrestricted Subsidiary upon being designated a Subsidiary) will jointly and severally guaranty irrevocably and unconditionally all principal, premium, if any, and interest on the Notes on a senior subordinated basis. The term Subsidiary does not include Unrestricted Subsidiaries.

Release of Guarantors

        The Indenture provides that no Guarantor shall consolidate or merge with or into (whether or not such Guarantor is the surviving person) another person (other than either Issuer or another Guarantor) unless (i) subject to the provisions of the following paragraph, the person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, pursuant to which such person shall unconditionally guarantee, on a senior subordinated basis, all of such Guarantor's obligations under such Guarantor's guarantee and the Indenture on the terms set forth in the Indenture; and (ii) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred or be continuing.

        Notwithstanding the foregoing, upon the sale or disposition (whether by merger, stock purchase, or otherwise) of a Guarantor in its entirety to an entity which is not a Subsidiary or the designation of a Subsidiary as an Unrestricted Subsidiary, which transaction is otherwise in compliance with the Indenture (including, without limitation, the provisions of the covenant "Limitation on Sale of Assets and Subsidiary Stock"), such Guarantor will be deemed released from its obligations under its Guarantee of the Notes; provided, however, that any such termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any Indebtedness of either Issuer or any of their Subsidiaries shall also terminate upon such release, sale or transfer.

Limitation on Status as Investment Company

        The Indenture prohibits Kerzner International and its Subsidiaries from being required to register as an "investment company" (as that term is defined in the Investment Company Act of 1940, as amended), or from otherwise becoming subject to regulation under the Investment Company Act.

Reports

        The Indenture provides that whether or not Kerzner International is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Kerzner International shall deliver to the Trustee and to each Holder within 15 days after it is or would have been (if it were subject to such reporting obligations) required to furnish such with the SEC, annual and quarterly financial statements substantially equivalent to financial statements that would have been included in reports filed with the SEC, if Kerzner International were subject to the requirements of Section 13 or 15(d) of the Exchange Act, including, with respect to annual information only, a report thereon by Kerzner International's certified independent public accountants as such would be required in such reports to the SEC, and, together with a management's discussion and analysis of financial condition and results of operations which would be so required and, to the extent permitted by the Exchange Act or the SEC, file with the SEC the annual, quarterly and other reports which it is or would have (if it were subject to such reporting obligations) been required to file with the SEC.

Events of Default and Remedies

        The Indenture defines an Event of Default as (i) the failure by the Issuers to pay any installment of interest or Liquidated Damages, if any, on the Notes as and when the same becomes due and

59

payable and the continuance of any such failure for 30 days, (ii) the failure by the Issuers to pay all or any part of the principal, or premium, if any, on the Notes when and as the same becomes due and payable at maturity, redemption, by acceleration or otherwise, whether or not prohibited by the subordination provisions of the Indenture, including, without limitation, payment of the Change of Control Purchase Price or the Asset Sale Offer Price, or otherwise, (iii) the failure by either of the Issuers or any of their Subsidiaries otherwise to comply with the covenants described under "Certain Covenants—Repurchase of Notes at the Option of the Holder upon a Change of Control," "—Limitation on Sale of Assets and Subsidiary Stock" and "—Limitation on Merger, Sale or Consolidation of Kerzner International," (iv) (A) failure by either of the Issuers or any of their Subsidiaries to observe or perform any other covenant or agreement described under "Certain Covenants" (except as provided in clauses (i), (ii) and (iii) above) and the continuance of such failure for a period of 30 days after written notice is given to the Issuers by the Trustee or to the Issuers and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes outstanding, or (B) failure by either of the Issuers or any of their Subsidiaries to observe or perform any other covenant or agreement contained in the Notes or the Indenture (except as provided for in clauses (i), (ii), (iii) and (iv)(A) above) and the continuance of such failure for 60 days after written notice is given to the Issuers by the Trustee or the Issuers and the Trustee by the Holders of at least 25% in aggregate principal amount of Notes outstanding, (v) certain events of bankruptcy, insolvency or reorganization in respect of either of the Issuers or any of their Significant Subsidiaries, (vi) a default in Indebtedness of either of the Issuers or any of their Subsidiaries with an aggregate principal amount in excess of $20.0 million (a) resulting from the failure to pay any principal at final stated maturity or (b) as a result of which the maturity of such Indebtedness has been accelerated prior to its stated maturity, and (vii) final unsatisfied judgments not covered by insurance aggregating in excess of $20.0 million, at any one time rendered against either of the Issuers or any of their Subsidiaries and either (a) the commencement by any creditor of any enforcement proceeding upon any such judgment that is not promptly stayed or (b) such judgment is not stayed, bonded or discharged within 60 days. The Indenture provides that if a Default occurs and is continuing, the Trustee must, within 90 days after the occurrence of such default, give to the Holders notice of such default.

        If an Event of Default occurs and is continuing (other than an Event of Default specified in clause (v), above, relating to either of the Issuers or any of their Significant Subsidiaries,) then in every such case, unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of 25% in aggregate principal amount of the Notes then outstanding, by notice in writing to the Issuers (and to the Trustee if given by Holders) (an "Acceleration Notice"), may declare all principal and premium, if any, determined as set forth below, and accrued and unpaid interest and Liquidated Damages, if any, thereon to be due and payable immediately; provided, however, that if any Senior Debt is outstanding pursuant to the Credit Agreement, such acceleration shall not be effective until the earlier of (x) the fifth Business Day after the giving to Kerzner International and the Representative of such written notice, unless such Event of Default is cured or waived prior to such date and (y) the date of acceleration of any Senior Debt under the Credit Agreement. If an Event of Default specified in clause (v) above relating to either of the Issuers or any of their Significant Subsidiaries occurs, all principal and accrued interest thereon will be immediately due and payable on all outstanding Notes without any declaration or other act on the part of Trustee or the Holders. The Holders of a majority in aggregate principal amount of Notes generally are authorized to rescind such acceleration if all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest and Liquidated Damages on the Notes that have become due solely by such acceleration, have been cured or waived.

        Prior to the declaration of acceleration of the maturity of the Notes, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding may waive on behalf of all the Holders any default, except a default in the payment of principal of or interest on any Note not yet cured or a default with respect to any covenant or provision which cannot be modified or amended

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without the consent of the Holder of each outstanding Note affected. Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable security or indemnity. Subject to all provisions of the Indenture and applicable law, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee.

Legal Defeasance and Covenant Defeasance

        The Indenture provides that the Issuers may, at its option and at any time, elect to have its obligations and the obligations of the Guarantors discharged with respect to the outstanding Notes ("Legal Defeasance"). Such Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire indebtedness represented, and the Indenture shall cease to be of further effect as to all outstanding Notes and Guarantees, except as to (i) rights of Holders to receive payments in respect of the principal of, premium, if any, and interest and Liquidated Damages, if any, on such Notes when such payments are due from the trust funds; (ii) the Issuers' obligations with respect to such Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes, and the maintenance of an office or agency for payment of money for security payments held in trust; (iii) the rights, powers, trust, duties, and immunities of the Trustee, and the Issuers' obligations in connection therewith; and (iv) the Legal Defeasance provisions of the Indenture. In addition, the Issuers may, at their option and at any time, elect to have the obligations of the Issuers and the Guarantors released with respect to certain covenants that are described in the Indenture ("Covenant Defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, non-payment of guarantees, bankruptcy, receivership, rehabilitation and insolvency events) described under "Events of Default and Remedies" will no longer constitute an Event of Default with respect to the Notes. The Issuers may exercise its Legal Defeasance option regardless of whether it previously exercised Covenant Defeasance.

        In order to exercise either Legal Defeasance or Covenant Defeasance, (i) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, U.S. legal tender, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on such Notes on the stated date for payment thereof or on the redemption date of such principal or installment of principal of, premium, if any, or interest on such Notes, and the Trustee must have, for the benefit of the Holders of Notes, a valid, perfected, exclusive security interest in such trust; (ii) in the case of the Legal Defeasance, the Issuers shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to Trustee confirming that (A) the Issuers has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the Indenture, there has been a change in the applicable United States Federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders of such Notes will not recognize income, gain or loss for United States Federal income tax purposes as a result of such Legal Defeasance and will be subject to United States Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (iii) in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to such Trustee confirming that the Holders of such Notes will not recognize income, gain or loss for United States Federal income tax purposes as a result of such Covenant Defeasance and will be subject to United States Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (iv) no

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Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (v) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Indenture or any other material agreement or instrument to which either of the Issuers or any of their Subsidiaries is a party or by which either of the Issuers or any of their Subsidiaries is bound; (vi) the Issuers shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Issuers with the intent of hindering, delaying or defrauding any other creditors of the Issuers or others; and (vii) the Issuers shall have delivered to the Trustee an Officers' Certificate and an opinion of counsel, each stating that the conditions precedent provided for in, in the case of the officers' certificate, (i) through (vi) and, in the case of the opinion of counsel, clauses (i) (with respect to the validity and perfection of the security interest), (ii), (iii) and (v) of this paragraph have been complied with.

        If the funds deposited with the Trustee to effect Legal Defeasance or Covenant Defeasance are insufficient to pay the principal of, premium, if any, and interest on the Notes when due, then the obligations of the Issuers under the Indenture will be revived and no such defeasance will be deemed to have occurred.

Amendments and Supplements

        The Indenture contains provisions permitting the Issuers, the Guarantors and the Trustee to enter into a supplemental indenture for certain limited purposes without the consent of the Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuers, the Guarantors and the Trustee are permitted to amend or supplement the Indenture or any supplemental indenture or modify the rights of the Holders; provided that no such modification may, without the consent of each Holder affected thereby: (i) change the Stated Maturity on any Note, or reduce the principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable upon the redemption thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or reduce the Change of Control Purchase Price or the Asset Sale Offer Price or alter the provisions (including the defined terms used therein) regarding the right of the Issuers to redeem the Notes in a manner adverse to the Holders, or (ii) reduce the percentage in principal amount of the outstanding Notes, the consent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in the Indenture, or (iii) modify any of the waiver provisions, except to increase any required percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby.

No Personal Liability of Partners, Stockholders, Officers, Directors

        The Indenture provides that no direct or indirect stockholder, employee, officer or director, as such, past, present or future of the Issuers, the Guarantors or any successor entity shall have any personal liability in respect of the obligations of the Issuers or the Guarantors under the Indenture or the Notes by reason of his or its status as such stockholder, employee, officer or director, except to the extent such person is an Issuer or a Guarantor.

Registration Rights

        We have filed the registration statement of which this prospectus forms a part and are conducting the exchange offer in accordance with our obligations under the Registration Rights Agreement. Following the exchange offer, if you did not tender your Original Notes you generally will not have any

62

further registration rights (subject to limited exceptions), and such Original Notes will continue to be subject to certain transfer restrictions. See "Risk Factors—If you fail to exchange your Original Notes, they will continue to be restricted securities and may become less liquid."

        Holders of the New Notes are not entitled to any registration rights with respect to the New Notes, except for in limited circumstances.

Additional Information

        Anyone who receives this prospectus may obtain a copy of the Indenture, all supplemental indentures thereto and the Registration Rights Agreement without charge by writing to Kerzner International Limited, Coral Towers, Paradise Island, Bahamas (attention: General Counsel).

Book-Entry, Delivery and Form

        The New Notes will be represented by one or more notes in registered global form without interest coupons (collectively, the "Global Notes"). The Global Notes will be deposited upon issuance with the Trustee as custodian for The Depositary Trust Company ("DTC"), in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

        Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in certificated form except in limited circumstances described below. See "—Exchange of Global Notes for Certificated Notes." Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of notes in certificated form. Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, which may change from time to time.

Depository Procedures

        The following description of the operations and procedures of DTC is provided solely as a matter of convenience. These operations and procedures are solely within the control of DTC and are subject to changes by DTC. Neither we nor the initial purchasers take any responsibility for these operations and procedures and urge investors to contact DTC or its participants directly to discuss these matters.

        DTC has advised us that DTC is a limited-purpose trust company, organized under the laws of the State of New York. It is a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the Uniform Commercial Code, as amended, and a "Clearing agency" registered pursuant to Section 17A of the Exchange Act. It was created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the Initial Purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participant or the Indirect Participant. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

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        DTC has also advised us that, pursuant to procedures established by it:

(1)

upon deposit of the Global Notes, DTC will credit the account of Participants designated by the Initial Purchasers with portions of the principal amount of the Global Notes; and



(2)

ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

        The laws of some states require that certain Persons take physical deliver in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge or transfer such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

        So long as DTC or its nominee is the registered owner of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by the applicable Global Note for all purposes under the indentures governing the notes. Except as described below, owners of interest in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or "holders" thereof under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee thereunder.

        Accordingly, each holder owning a beneficial interest in a Global Note must rely on the procedures of DTC and, if such holder is not a Participant or an Indirect Participant, on the procedures of the Participant through which such holder owns its interest, to exercise any rights of a holder of notes under the indenture governing the notes or such Global Note. The Company understands that under existing industry practice, in the event that the Company requests any action from holders of notes, or a holder that is an owner of a beneficial interest in a Global Note desires to take any action that DTC, as the holder of such Global Note, is entitled to take, DTC would authorize the Participants to take such action and the Participants would authorize holders owning through such Participants to take such action or would otherwise act upon the instruction of such holders. Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of notes by DTC, or for maintaining, supervising or reviewing any records of DTC relating to such notes.

        Payments in respect of the principal of, and interest and premium and liquidated damages, if any, on a Global Note registered in the name of DTC or its nominee on the applicable record date will be payable by the Trustee to or at the direction of DTC or its nominee in its capacity as the registered Holder under the Indenture. Under the terms of the Indenture, we and the Trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, none of us, the Trustee nor any agent of us or the Trustee has or will have any responsibility or liability for payment of such amounts to owners of beneficial interests in any of the Global Notes (including principal, premium, if any, additional interest, if any, and interest). Payments by the Participants and the Indirect Participants to the owners of beneficial interests in any of the Global Notes will be governed by standing instructions and customary industry practice and will be the responsibility of the Participants or the Indirect Participants and DTC.

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        DTC has advised us that it will take any action permitted to be taken by a Holder of notes only at the direct or one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participant has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

        Although DTC has agreed to the foregoing procedures to facilities transfers of interests in the Global Notes among participants in DTC they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. None of us nor the Trustee nor any of our or their respective agents will have any responsibility for the performance by DTC or its participants or indirect participants of its obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

        A Global Note is exchangeable for definitive notes in registered certificated form ("Certificated Notes") if:

(1)

We notify the Trustee in writing that DTC is no longer willing or able to continue as depositary for the Global Notes and we fail to appoint a successor depositary or DTC has ceased to be a clearing agency registered under the Exchange Act and we fail to appoint a successor depositary within 90 days of such notice or cessation;



(2)

we, at our option, notify the Trustee in writing that we elect to cause the issuance of the Certificated Notes under the indenture governing the notes;



(3)

there has occurred and is continuing an Event of Default with respect to the notes; or



(4)

upon the occurrence of certain other events as provided in the indenture governing the notes.

        Then, upon surrender by DTC of the Global Notes, certificated notes will be issued to each person that DTC identifies as the beneficial owner of the notes represented by the Global Notes. In all case, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered by the Trustee in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

        Neither the company nor the Trustee shall be liable for any delay by DTC or any Participant or Indirect Participant in identifying the beneficial owners of the related notes and each such person may conclusively rely on, and shall be protected in relying on, instructions from DTC for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the notes to be issued).

Exchange of Certificated Notes for Global Notes

        Certificated Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such notes.

Certain Definitions

        "Acquired Indebtedness" means Indebtedness or Disqualified Capital Stock of any person existing at the time such person becomes a Subsidiary of either of the Issuers or is merged or consolidated into or with either of the Issuers or any of their Subsidiaries.

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        "Acquisition" means the purchase or other acquisition of any person or all or substantially all the assets of any person by any other person, or the acquisition of assets that constitute all or substantially all of an operating unit of business, whether by purchase, merger, consolidation, or other transfer, and whether or not for consideration.

        "Affiliate" means any person directly or indirectly controlling or controlled by or under direct or indirect common control with Kerzner International. For purposes of this definition, the term "control" means the power to direct the management and policies of a person, directly or through one or more intermediaries, whether through the ownership of voting securities, by contract, or otherwise, provided that, with respect to ownership interest in Kerzner International and its Subsidiaries a Beneficial Owner of 10% or more of the total voting power normally entitled to vote in the election of directors, managers or trustees, as applicable, shall for such purposes be deemed to constitute control.

        "Allowed Non-Recourse Indebtedness" means Indebtedness (a) as to which neither of the Issuers nor any of their Subsidiaries (1) provide credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (2) is directly or indirectly liable (as a guarantor or otherwise), or (3) constitutes the lender, and (b) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any Indebtedness of the Issuers or any of their Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.

        "Average Life" means, as of the date of determination, with respect to any security or instrument, the quotient obtained by dividing (i) the sum of the products of (a) the number of years from the date of determination to the date or dates of each successive scheduled principal (or redemption) payment of such security or instrument and (b) the amount of each such respective principal (or redemption) payment by (ii) the sum of all such principal (or redemption) payments.

        "Beneficial Owner" or "beneficial owner" has the meaning attributed to it in Rules 13d-3 and 13d-5 under the Exchange Act (as in effect on the Issue Date), whether or not applicable.

        "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, New York or the New York Stock Exchange are authorized or obligated by law or executive order to close.

        "Capitalized Lease Obligation" means, as applied to any person, any lease of any property (whether real, personal or mixed) of which the discounted present value of the rental obligations of such person, as lessee, in conformity with GAAP, is required to be capitalized on the balance sheet of such person.

        "Capital Stock" means, with respect to any corporation, any and all shares, interests, rights to purchase (other than convertible or exchangeable Indebtedness that is not otherwise itself capital stock), warrants, options, participations or other equivalents of or interests (however designated) in stock issued by that corporation.

        "Cash Equivalent" means (a) (i) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof), (ii) time deposits and certificates of deposit of any domestic commercial bank of recognized standing having capital and surplus in excess of $500.0 million or (iii) commercial paper issued by others rated at least A-1 or the equivalent thereof by Standard & Poor's Corporation or at least P-1 or the equivalent thereof by Moody's Investors Service, Inc., and in the case of each of (i), (ii) and (iii) above maturing within one year after the date of acquisition or (b) shares of money market mutual funds or similar funds having assets in excess of $500.0 million.

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        "Consolidated Coverage Ratio" of any person on any date of determination (a "Transaction Date") means the ratio, on a pro forma basis, of (a) the aggregate amount of Consolidated EBITDA of such person attributable to continuing operations and businesses (exclusive of amounts attributable to operations and businesses permanently discontinued or disposed of) for the Reference Period to (b) the aggregate Consolidated Fixed Charges of such person (exclusive of amounts attributable to operations and businesses permanently discontinued or disposed of, but only to the extent that the obligations giving rise to such Consolidated Fixed Charges would no longer be obligations contributing to such person's Consolidated Fixed Charges subsequent to the Transaction Date) during the Reference Period; provided, that for purposes of such calculation, (i) Acquisitions which occurred during the Reference Period or subsequent to the Reference Period and on or prior to the Transaction Date shall be assumed to have occurred on the first day of the Reference Period, (ii) transactions giving rise to the need to calculate the Consolidated Coverage Ratio shall be assumed to have occurred on the first day of the Reference Period, (iii) the incurrence or repayment of any Indebtedness or issuance of any Disqualified Capital Stock during the Reference Period or subsequent to the Reference Period and on or prior to the Transaction Date (and the application of the proceeds therefrom to the extent used to refinance or retire other Indebtedness) (other than Indebtedness incurred under any revolving credit facility) shall be assumed to have occurred on the first day of such Reference Period and (iv) the Consolidated Fixed Charges of such person attributable to interest on any Indebtedness or dividends on any Disqualified Capital Stock bearing a floating interest (or dividend) rate shall be computed on a pro forma basis as if the rate in effect on the Transaction Date had been the applicable rate for the entire period, unless such person or any of its Subsidiaries is a party to an Interest Swap or Hedging Obligation (which shall remain in effect for the 12-month period immediately following the Transaction Date) that has the effect of fixing the interest rate on the date of computation, in which case such rate (whether higher or lower) shall be used.

        "Consolidated EBITDA" means, with respect to any person, for any period, the Consolidated Net Income of such person for such period adjusted to add thereto (to the extent deducted from net revenues in determining Consolidated Net Income), without duplication, the sum of (i) Consolidated income tax expense, (ii) Consolidated depreciation and amortization expense, provided that consolidated depreciation and amortization of a Subsidiary that is a less than wholly owned Subsidiary shall only be added to the extent of the equity interest of such person in such Subsidiary, (iii) Consolidated Fixed Charges, less any non-cash interest income, and (iv) consolidated preopening expenses.

        "Consolidated Fixed Charges" of any person means, for any period, the aggregate amount (without duplication and determined in each case in accordance with GAAP) of (a) interest expensed or capitalized, paid, accrued, or scheduled to be paid or accrued (including, in accordance with the following sentence, interest attributable to Capitalized Lease Obligations) of such person and its Consolidated Subsidiaries during such period, including (i) original issue discount and non-cash interest payments or accruals on any Indebtedness, (ii) the interest portion of all deferred payment obligations and (iii) all commissions, discounts and other fees and charges owed with respect to bankers' acceptances and letters of credit financings and currency and Interest Swap and Hedging Obligations, in each case to the extent attributable to such period, and (b) the amount of dividends accrued or payable (or guaranteed) by such person or any of its Consolidated Subsidiaries in respect of preferred stock (other than by Subsidiaries of such person to such person or such person's wholly owned Subsidiaries) other than dividends payable solely in shares of Qualified Capital Stock. For purposes of this definition, (x) interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by Kerzner International to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP and (y) interest expense attributable to any Indebtedness represented by the guaranty (excluding any Investment Guarantee, but including any interest expense or comparable debt service payments with respect to any Investment Guarantee Indebtedness to the extent such Investment Guarantee Indebtedness is being serviced by such person or

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any Subsidiary of such person) by such person or a Subsidiary of such person of an obligation of another person shall be deemed to be the interest expense attributable to the Indebtedness guaranteed.

        "Consolidated Net Income" means, with respect to any person for any period, the net income (or loss) of such person and its Consolidated Subsidiaries (determined on a consolidated basis in accordance with GAAP) for such period, adjusted to exclude (only to the extent included in computing such net income (or loss) and without duplication): (a) all gains or losses which are either extraordinary (as determined in accordance with GAAP), unusual or non-recurring (including any gain or loss from the sale or other disposition of assets or currency transactions outside the ordinary course of business or from the issuance or sale of any capital stock), (b) the net income, if positive, of any person, other than a Consolidated Subsidiary, in which such person or any of its Consolidated Subsidiaries has an interest, except to the extent of the amount of any dividends or distributions actually paid in cash to such person or a wholly owned Consolidated Subsidiary of such person during such period, but in any case not in excess of such person's pro rata share of such person's net income for such period, (c) the net income or loss of any person acquired in a pooling of interests transaction for any period prior to the date of such acquisition, (d) the net income, if positive, of any of such person's Consolidated Subsidiaries to the extent that the declaration or payment of dividends or similar distributions is not at the time permitted by operation of the terms of its charter or bylaws or any other agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Consolidated Subsidiary, except for restrictions under the Credit Agreement, and (e) the cumulative effect of a change in accounting principles.

        "Consolidated Net Worth" of any person at any date means the aggregate consolidated stockholders' equity of such person (plus amounts of equity attributable to preferred stock) and its Consolidated Subsidiaries, as would be shown on the consolidated balance sheet of such person prepared in accordance with GAAP, adjusted to exclude (to the extent included in calculating such equity), the amount of any such stockholders' equity attributable to Disqualified Capital Stock or treasury stock of such person and its Consolidated Subsidiaries.

        "Consolidated Subsidiary" means, for any person, each Subsidiary of such person (whether now existing or hereafter created or acquired) the financial statements of which are consolidated for financial statement reporting purposes with the financial statements of such person in accordance with GAAP.

        "Credit Agreement" means the Fifth Amended and Restated Credit Agreement, dated as of July 7, 2004, among Kerzner International, Kerzner International North America, Inc. and Kerzner International Bahamas Limited, as the borrowers and the guarantors, various financial institutions, as the lenders, JPMorgan Chase Bank, N.A., as the administrative agent, Deutsche Bank Securities Inc. and Wells Fargo Bank N.A., as the co-syndication agents, Bank of America, N.A. and Bear Stearns Corporate Lending Inc., as the co-documentation agents, as amended by that certain First Amendment to Credit Agreement, dated as of February 15, 2005, among Kerzner International, Kerzner International Bahamas Limited and Kerzner International North America, Inc. and certain lenders party thereto, providing for a revolving credit facility, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, as such credit agreement and/or related documents may be amended, restated, supplemented, renewed, replaced or otherwise modified from time to time whether or not with the same agent, trustee, representative lenders or holders, and, subject to the proviso to the next succeeding sentence, irrespective of any changes in the terms and conditions thereof. Without limiting the generality of the foregoing, the term "Credit Agreement" shall include agreements in respect of Interest Swap and Hedging Obligations entered into for bona fide hedging purposes and not entered into for speculative purposes with lenders party to the Credit Agreement or their affiliates and shall also include any amendment, amendment and restatement, renewal, extension, restructuring, supplement or modification to any Credit Agreement and all refundings, refinancings and replacements of any Credit Agreement, including any credit

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agreement (i) extending or shortening the maturity of any Indebtedness incurred thereunder or contemplated thereby, (ii) adding or deleting borrowers or guarantors thereunder, so long as borrowers and issuers include one or more of Kerzner International and its Subsidiaries and their respective successors and assigns, (iii) increasing the amount of Indebtedness incurred thereunder or available to be borrowed thereunder, provided that on the date such Indebtedness is incurred it would not be prohibited by the provisions of the covenant described above under "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock," or (iv) otherwise altering the terms and conditions thereof in a manner not prohibited by the terms hereof.

        "Disqualified Capital Stock" means (i) except as set forth in (ii), with respect to any person, Equity Interests of such person that, by their terms or by the terms of any security into which they are convertible, exercisable or exchangeable, are, or upon the happening of an event or the passage of time would be, required to be redeemed or repurchased (including at the option of the holder thereof) by such person or any of its Subsidiaries, in whole or in part, on or prior to the Stated Maturity of the Notes and (ii) with respect to any Subsidiary of such person (other than the Guarantors), any Equity Interests other than any common equity with no preference, privileges, or redemption or repayment provisions. Notwithstanding the foregoing, any Equity Interests that would constitute Disqualified Capital Stock solely because the holders thereof have the right to require the Issuers to repurchase such Equity Interests upon the occurrence of a change of control or with the proceeds of an asset sale shall not constitute Disqualified Capital Stock if the terms of such Equity Interests provide that the Issuers may not repurchase or redeem any such Equity Interests pursuant to such provisions prior to the Issuers' purchase of the Notes as are required to be purchased pursuant to the provisions of the Indenture as described under "Repurchase of Notes at the Option of the Holder upon a Change of Control" and "Limitation on Sale of Assets and Subsidiary Stock," as applicable.

        "Equity Interest" of any person means any shares, interests, participations or other equivalents (however designated) in such person's equity, and shall in any event include any Capital Stock issued by, or partnership or membership interests in, such person.

        "Event of Loss" means, with respect to any property or asset, any (i) loss, destruction or damage of such property or asset or (ii) any condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such property or asset, or confiscation or requisition of the use of such property or asset.

        "Exempted Affiliate Transaction" means (i) any transaction solely between or among the Issuers, the Guarantors and/or any of the Issuers' wholly owned Subsidiaries, (ii) payment of reasonable directors' fees and indemnity provided on behalf of officers, directors or employees of the Issuers or any of their Subsidiaries in connection with the performance by such persons of their duties as officers, directors or employees of the Issuers or such Subsidiaries, (iii) any indemnification or employment agreements or arrangements and benefit plans or arrangements, and any transactions contemplated by any of the foregoing relating to compensation and employee benefits matters, in each case in respect of employees, officers or directors entered into by the Issuers or any of their Subsidiaries in the ordinary course of business in connection with the performance by such persons of their duties as officers, directors or employees of the Issuers or such Subsidiaries, which shall have, in each case, been approved by a majority of the members of the Board of Directors that are disinterested in respect of such agreements or arrangements or in such transactions, and (iv) any loans to employees, officers or directors made by the Issuers or any of their Subsidiaries in the ordinary course of business, which shall have, in each case, been approved by a majority of the members of the Board of Directors that are disinterested.

        "FF&E Indebtedness" means any Indebtedness of a person to any seller or other person incurred to finance the acquisition (including in the case of a Capitalized Lease Obligation, the lease) or improvement of any Gaming Facility or hotel or gaming or hotel related fixtures, furniture or

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equipment which is directly related to a Related Business of Kerzner International and which is incurred concurrently with such acquisition and is secured only by the assets so financed.

        "GAAP" means United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Public Company Accounting Oversight Board or in such other statements by such other entity as approved by a significant segment of the accounting profession in the United States as in effect on the Issue Date.

        "Gaming Authority" means any regulatory body responsible for a gaming license held by Kerzner International or a Subsidiary of Kerzner International or any agency (including, without limitation, any agency established by a United States Federally-recognized Indian tribe to regulate gaming on such tribe's reservation) which has, or may at any time after the Issue Date have, jurisdiction over the gaming activities of the Issuers or any of their Subsidiaries or any successor to such authority.

        "Gaming Facility" means any gaming or parimutuel wagering establishment and other property or assets directly ancillary thereto or used in connection therewith, including any building, restaurant, hotel, theater, parking facilities, retail shops, land, golf courses and other recreation and entertainment facilities, vessel, barge, ship, and equipment.

        "Indebtedness" of any person means, without duplication, (a) all liabilities and obligations, contingent or otherwise, of such person to the extent such liabilities and obligations would appear as a liability upon the consolidated balance sheet of such person in accordance with GAAP, (i) in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of such person or only to a portion thereof), (ii) evidenced by bonds, notes, debentures or similar instruments, or (iii) representing the balance deferred and unpaid of the purchase price of any property or services, except those incurred in the ordinary course of its business that would constitute ordinarily trade payables to trade creditors, (b) all liabilities and obligations, contingent or otherwise, of such person (i) evidenced by bankers' acceptances or similar instruments issued or accepted by banks, (ii) relating to any Capitalized Lease Obligation, or (iii) evidenced by a letter of credit or a reimbursement obligation of such person with respect to any letter of credit; (c) all net obligations of such person under Interest Swap and Hedging Obligations; (d) all liabilities and obligations of others of the kind described in the preceding clause (a), (b) or (c) that such person has guaranteed or that is otherwise its legal liability or which are secured by any assets or property of such person, (e) any and all deferrals, renewals, extensions, refinancing and refundings (whether direct or indirect) of, or amendments, modifications or supplements to, any liability of the kind described in any of the preceding clauses (a), (b) or (c), or this clause (e), whether or not between or among the same parties, and (f) all Disqualified Capital Stock of such person (measured at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends). Notwithstanding the foregoing, (1) an Investment Guarantee shall not constitute Indebtedness and (2) Investment Guarantee Indebtedness shall constitute Indebtedness. For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value to be determined in good faith by the board of directors of the issuer of such Disqualified Capital Stock. The amount of any Indebtedness outstanding as of any date shall be (1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount, but the accretion of original issue discount in accordance with the original terms of Indebtedness issued with an original issue discount will not be deemed to be an incurrence and (2) the principal amount thereof, in the case of any other Indebtedness.

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        "Interest Swap and Hedging Obligation" means any obligation of any person pursuant to any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate exchange agreement, currency exchange agreement or any other agreement or arrangement designed to protect against fluctuations in interest rates or currency values, including, without limitation, any arrangement whereby, directly or indirectly, such person is entitled to receive from time to time periodic payments calculated by applying either a fixed or floating rate of interest on a stated notional amount in exchange for periodic payments made by such person calculated by applying a fixed or floating rate of interest on the same notional amount.

        "Investment" by any person in any other person means (without duplication) (a) the acquisition (whether by purchase, merger, consolidation or otherwise) by such person (whether for cash, property, services, securities or otherwise) of capital stock, bonds, notes, debentures, partnership or other ownership interests or other securities, including any options or warrants, of such other person or any agreement to make any such acquisition; (b) the making by such person of any deposit with, or advance, loan or other extension of credit to, such other person (including the purchase of property from another person subject to an understanding or agreement, contingent or otherwise, to resell such property to such other person) or any commitment to make any such advance, loan or extension (but excluding accounts receivable or deposits arising in the ordinary course of business); (c) other than (i) guarantees of Indebtedness of Kerzner International or any Subsidiary to the extent permitted by the covenants "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock" and "Limitation on Layering Indebtedness" and (ii) Investment Guarantees, the entering into by such person of any guarantee of, or other credit support or contingent obligation with respect to, Indebtedness or other liability of such other person; (d) the making of any capital contribution by such person to such other person; (e) the designation by the Board of Directors of Kerzner International of any person to be an Unrestricted Subsidiary; and (f) the making by such person or any Subsidiary of such person of any Investment Guarantee Payment. Kerzner International shall be deemed to make an Investment in an amount equal to the fair market value of the net assets of any subsidiary (or, if neither Kerzner International nor any of its Subsidiaries has theretofore made an Investment in such subsidiary, in an amount equal to the Investments being made), at the time that such subsidiary is designated an Unrestricted Subsidiary, and any property transferred to an Unrestricted Subsidiary from Kerzner International or a Subsidiary shall be deemed an Investment valued at its fair market value at the time of such transfer.

        "Investment Grade Rating" means a rating equal to or higher than Baa3 (or the equivalent) by Moody's (or any successor to the rating agency business thereof) or BBB- (or the equivalent) by S&P (or any successor to the rating agency business thereof).

        "Investment Grade Status" means any time at which the ratings of the Notes by both Moody's (or any successor to the rating agency business thereof) and S&P (or any successor to the rating agency business thereof) are Investment Grade Ratings.

        "Investment Guarantee" means (1) any guarantee (with full rights of subrogation), directly or indirectly, by the Issuers or any Guarantor of Indebtedness of a Permitted Joint Venture, (2) any guarantee (with full rights of subrogation), directly or indirectly, by the Issuers or any Guarantor of Indebtedness of any person to whom any of the Issuers or any of the Guarantors provide management services pursuant to a Management Services Agreement, which Indebtedness matures by its terms prior to the time (if any) that such Management Services Agreement is scheduled to expire, (3) any guarantee (with full rights of subrogation), directly or indirectly, by the Issuers or any Guarantor of Indebtedness of any person to whom any of the Issuers, any of the Guarantors or TCA provides management services or development services pursuant to a Native American Services Agreement, which Indebtedness matures by its terms prior to the time (if any) that such Native American Services Agreement is scheduled to expire, or (4) any direct or indirect completion guarantee by the Issuers or any Guarantor, which terminates or expires by its terms prior to the time (if any) that the applicable

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Native American Services Agreement is scheduled to expire, in connection with any development services or management services provided by any of the Issuers, any of the Guarantors or TCA, as applicable, pursuant to such Native American Services Agreement; provided that in the case of each of (1), (2), (3) and (4), at the time such guarantee is incurred or such completion guarantee is entered into, the Issuers and the Guarantors are permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio in the covenant described above under "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock."

"Investment Guarantee Indebtedness" of any Issuer or Guarantor means any Indebtedness of another person guaranteed by such Issuer or Guarantor pursuant to an Investment Guarantee, on and after the time such Issuer or Guarantor makes any interest or comparable debt service payment with respect to such guaranteed Indebtedness.

"Investment Guarantee Payments" means, without duplication, (1) any payments made pursuant to any Investment Guarantee, or (2) the full amount of any Investment Guarantee if, at any time, the person whose Indebtedness is guaranteed by such Investment Guarantee ceases to constitute a Permitted Joint Venture as a result of a decline in the Issuers' or Guarantor's ownership interest to less than 35% as a result of a sale, transfer or other disposition of Capital Stock of such person by the Issuer or such Guarantor, or (3) the full amount of any Investment Guarantee if, at any time, the Management Services Agreement or Native American Services Agreement with respect to the person whose Indebtedness is guaranteed by such Investment Guarantee is terminated without a concurrent replacement thereof that has an expiration after the maturity of all Indebtedness of such person guaranteed by any of the Issuers or any of the Guarantors.

"Issue Date" means September 22, 2005, the date of first issuance of any Notes under the Indenture.

"Junior Security" means any Qualified Capital Stock and any Indebtedness of an Issuer or a Guarantor, as applicable, that (i) is subordinated in right of payment to Senior Debt of such Issuer or Guarantor, as applicable, at least to the same extent as the Notes or the Guarantees, as applicable, (ii) has no scheduled installment of principal due, by redemption, sinking fund payment or otherwise, on or prior to the Stated Maturity of the Notes, (iii) does not have covenants or default provisions materially more beneficial to the holders of the Notes than those in effect with respect to the Notes on the Issue Date and (iv) was authorized by an order or decree of a court of competent jurisdiction that gave effect to (and states in such order or decree that effect has been given to) the subordination of such securities to all Senior Debt of the applicable Issuer or Guarantor, as applicable, not paid in full in cash or Cash Equivalents in connection with such reorganization; provided that all such Senior Debt is assumed by the reorganized corporation and the rights of the holders of any such Senior Debt are not, without the consent of such holders, altered by such reorganization, which consent shall be deemed to have been given if the holders of such Senior Debt, individually or as a class, shall have approved such reorganization.

"Lien" means any mortgage, charge, pledge, lien (statutory or otherwise), privilege, security interest, hypothecation or other encumbrance upon or with respect to any property of any kind, real or personal, movable or immovable, now owned or hereafter acquired.

"Management Services Agreement" means any written agreement (other than a Native American Services Agreement) pursuant to which the Issuers or any of the Guarantors provide or will provide management services in connection with a Gaming Facility and/or a hotel facility and related amenities.

"Moody's" means Moody's Investor Services, Inc.

"Native American Services Agreement" means any written agreement pursuant to which the Issuers, any of the Guarantors or TCA provides or will provide development services or management services in connection with a Gaming Facility operated by a Native North American Tribe or agency or

72

instrumentality thereof, provided that such Issuer or Guarantor or TCA has obtained a customary opinion from outside counsel that such agreement is enforceable.

"Net Cash Proceeds" means the aggregate amount of Cash or Cash Equivalents received by Kerzner International in the case of a sale of Qualified Capital Stock and by Kerzner International and its Subsidiaries in respect of an Asset Sale plus, in the case of an issuance of Qualified Capital Stock upon any exercise, exchange or conversion of securities (including options, warrants, rights and convertible or exchangeable debt) of Kerzner International that were issued for cash on or after the Issue Date, the amount of cash originally received by Kerzner International upon the issuance of such securities (including options, warrants, rights and convertible or exchangeable debt) less, in each case, the sum of all payments, fees, commissions and reasonable and customary expenses (including, without limitation, the fees and expenses of legal counsel and investment banking fees and expenses) incurred in connection with such Asset Sale or sale of Qualified Capital Stock, and, in the case of an Asset Sale only, less the amount (estimated reasonably and in good faith by Kerzner International) of income, franchise, sales and other applicable taxes required to be paid by Kerzner International or any of its Subsidiaries in connection with such Asset Sale.

"Non-Recourse Indebtedness" means Indebtedness of a person to the extent that under the terms thereof or pursuant to applicable law (i) no personal recourse shall be had against such person for the payment of the principal of or interest or premium, if any, on such Indebtedness, and (ii) enforcement of obligations on such Indebtedness is limited only to recourse against interests in property purchased with the proceeds of the incurrence of such Indebtedness and as to which none of the Issuers or any of their Subsidiaries provides any credit support or is liable.

"Permitted Holder" means Solomon Kerzner, his immediate family or a trust or similar entity existing solely for his benefit or for the benefit of his immediate family.

"Permitted Indebtedness" means Indebtedness incurred as follows:

(a)

the Issuers and the Guarantors may incur Indebtedness (i) pursuant to the Credit Agreement up to an aggregate principal amount outstanding pursuant to this clause (a) at any time of $900.0 million (excluding any amounts with respect to Interest Swap and Hedging Obligations), minus the amount of any such Indebtedness retired with Net Cash Proceeds from any Asset Sale or assumed by a transferee in an Asset Sale and (ii) the Issuers and the Guarantors may incur Indebtedness with respect to Interest Swap and Hedging Obligations entered into for bona fide hedging purposes and not entered into for speculative purposes;



(b)

the Issuers and the Guarantors may incur Indebtedness evidenced by the Notes and the Guarantees and represented by the Indenture up to the amounts issued on the Issue Date;



(c)

the Issuers and the Guarantors may incur FF&E Indebtedness on or after the Issue Date, provided that (i) such FF&E Indebtedness is Non-Recourse Indebtedness and (ii) such Indebtedness shall not constitute more than 100% of the cost (determined in accordance with GAAP) to the Issuers or any such Guarantor, as applicable, of the property so purchased or leased or the cost of the relevant improvements;



(d)

the Issuers and the Guarantors may incur Indebtedness solely in respect of bankers' acceptances and performance bonds (to the extent that such incurrence does not result in the incurrence of any obligation to repay any obligation relating to borrowed money of others), all in the ordinary course of business in accordance with customary industry practices, in amounts and for the purposes customary in their industry;



(e)

the Issuers may incur Indebtedness to any wholly owned Subsidiary, and any wholly owned Subsidiary may incur Indebtedness to any other wholly owned Subsidiary or to the Issuers; provided that, in the case of Indebtedness of the Issuers (other than Indebtedness that is

73

required to be pledged to the lenders under the Credit Agreement), such obligations shall be unsecured and subordinated in all respects to the Issuers' obligations pursuant to the Notes, and the date of any event that causes a Subsidiary to no longer be a wholly owned Subsidiary shall be an Incurrence Date;

(f)

the Issuers and the Guarantors may incur Investment Guarantee Indebtedness; and



(g)

the Issuers and any of their Subsidiaries, as applicable, may incur Refinancing Indebtedness with respect to any Indebtedness or Disqualified Capital Stock, as applicable, described in clauses (b), (f) and (g) of this definition or incurred under the Debt Incurrence Ratio contained in the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock" or which is outstanding on the Issue Date (after giving effect to the application of proceeds from this offering in the manner described under "Use of Proceeds") so long as such Refinancing Indebtedness is secured only by the assets that secured the Indebtedness so refinanced or otherwise replaced.

"Permitted Investment" means (a) any Investment in any of the Notes; (b) any Investment in Cash Equivalents; (c) any Investment in intercompany notes to the extent permitted under clause (e) of the definition of "Permitted Indebtedness"; (d) any Investment in any Guarantor; (e) any Investment in a person in a Related Business who, after such Investment, becomes a Subsidiary of an Issuer and a Guarantor of the Notes; (f) any Investment in any property or assets to be used by an Issuer or a Guarantor in a Related Business; (g) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant "Limitation on Sale of Assets and Subsidiary Stock"; and (h) any Investments solely in exchange for the issuance of Qualified Capital Stock.

"Permitted Joint Venture" means a person primarily engaged or preparing to engage in a Related Business as to which the Issuers or a Guarantor owns at least 35% of the shares of Capital Stock (including at least 35% of the total voting power thereof) of such person.

"Permitted Lien" means (a) any Lien securing the Notes; (b) any Lien securing Indebtedness of a person existing at the time such person becomes a Subsidiary or is merged with or into either of the Issuers or a Subsidiary of either of the Issuers or Liens securing Indebtedness incurred in connection with an Acquisition, provided that such Liens were in existence prior to the date of such acquisition, merger or consolidation, were not incurred in anticipation thereof, and do not extend to any other assets; (c) any Lien in favor of either of the Issuers or any Guarantor; and (d) any Lien arising from FF&E Indebtedness permitted to be incurred under clause (c) of the definition of "Permitted Indebtedness," provided such Lien relates solely to the property which is subject to such FF&E Indebtedness.

"Qualified Capital Stock" means any Capital Stock of Kerzner International that is not Disqualified Capital Stock.

"Qualified Equity Offering" means (1) an underwritten registered public offering of Ordinary Shares of Kerzner International for cash, other than pursuant to Form S-8 (or any successor thereto) and other than Ordinary Shares of Kerzner International issued pursuant to employee benefit plans or as compensation to employees, and (2) an unregistered offering of Ordinary Shares of Kerzner International for cash resulting in net proceeds to Kerzner International in excess of $50.0 million.

"Qualified Exchange" means any legal defeasance, redemption, retirement, repurchase or other acquisition of Capital Stock or Indebtedness of Kerzner International issued on or after the Issue Date with the Net Cash Proceeds received by Kerzner International from the substantially concurrent sale of Qualified Capital Stock or any exchange of Qualified Capital Stock for any Capital Stock or Indebtedness of Kerzner International outstanding on or issued on or after the Issue Date.

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"Rating Agencies" means S&P and Moody's or any successor to the respective rating agency businesses thereof.

"Reference Period" with regard to any person means the four full fiscal quarters (or such lesser period during which such person has been in existence) ended immediately preceding any date upon which any determination is to be made pursuant to the terms of the Notes or the Indenture.

"Refinancing Indebtedness" means Indebtedness or Disqualified Capital Stock (a) issued in exchange for, or the proceeds from the issuance and sale of which are used substantially concurrently to repay, redeem, defease, refund, refinance, discharge or otherwise retire for value, in whole or in part, or (b) constituting an amendment, modification or supplement to, or a deferral or renewal of ((a) and (b) above are, collectively, a "Refinancing"), any Indebtedness or Disqualified Capital Stock in a principal amount or, in the case of Disqualified Capital Stock, liquidation preference, not to exceed (after deduction of reasonable and customary fees and expenses, including any premium and defeasance costs, incurred in connection with the Refinancing) the lesser of (i) the principal amount or, in the case of Disqualified Capital Stock, liquidation preference, of the Indebtedness or Disqualified Capital Stock so Refinanced and (ii) if such Indebtedness being Refinanced was issued with an original issue discount, the accreted value thereof (as determined in accordance with GAAP) at the time of such Refinancing; provided that (A) such Refinancing Indebtedness of any Subsidiary of Kerzner International shall only be used to Refinance outstanding Indebtedness or Disqualified Capital Stock of such Subsidiary, (B) such Refinancing Indebtedness shall (x) not have an Average Life shorter than the Indebtedness or Disqualified Capital Stock to be so refinanced at the time of such Refinancing and (y) in all respects, be no less subordinated or junior, if applicable, to the rights of Holders of the Notes than was the Indebtedness or Disqualified Capital Stock to be refinanced and (C) such Refinancing Indebtedness shall have a final stated maturity or redemption date, as applicable, no earlier than the final stated maturity or redemption date, as applicable, of the Indebtedness or Disqualified Capital Stock to be so refinanced.

"Related Business" means the gaming or hotel business and other businesses necessary for, or in the good faith judgment of the Board of Directors of Kerzner International, incident to, connected with, arising out of, or developed or operated to permit or facilitate the conduct or pursuit of the gaming or hotel business (including developing or operating sports or entertainment facilities, retail facilities, restaurants, night clubs, transportation and communications services or other related activities or enterprises and any additions or improvements thereto) and potential opportunities in the gaming or hotel business.

"Representative" means the agent or representative in respect of the lenders party to the Credit Agreement.

"Restricted Payment" means, with respect to any person, (a) the declaration or payment of any dividend or other distribution in respect of Equity Interests of such person or any parent or Subsidiary of such person, (b) any payment on account of the purchase, redemption or other acquisition or retirement for value of Equity Interests of such person or any parent or Subsidiary of such person, (c) other than with the proceeds from the substantially concurrent sale of, or in exchange for, Refinancing Indebtedness, any purchase, redemption, or other acquisition or retirement for value of, any payment in respect of any amendment of the terms of or any defeasance of, any Subordinated Indebtedness, directly or indirectly, by such person or a Subsidiary of such person prior to the scheduled maturity, any scheduled repayment of principal, or scheduled sinking fund payment, as the case may be, of such Indebtedness and (d) any Investment by such person, other than a Permitted Investment; provided, however, that the term "Restricted Payment" does not include (i) any dividend, distribution or other payment on or with respect to Equity Interests of an Issuer to the extent payable solely in shares of Qualified Capital Stock of such Issuer; or (ii) any dividend, distribution or other payment to the Issuers by any of their Subsidiaries or by any such Subsidiary to its parent.

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"S&P" means Standard and Poor's Ratings Group, a division of the McGraw-Hill Companies, Inc.

"Senior Debt" means Indebtedness (including and together with all monetary obligations in respect of the Credit Agreement, and interest, whether or not allowable, accruing on Indebtedness incurred pursuant to the Credit Agreement after the filing of a petition initiating any proceeding under any bankruptcy, insolvency or similar law or which would have accrued but for such filing) of Kerzner International, KINA or any of the Guarantors, as applicable, arising under the Credit Agreement or that, by the terms of the instrument creating or evidencing such Indebtedness, is expressly designated Senior Debt and made senior in right of payment to the Notes or the applicable Guarantee; provided that in no event shall Senior Debt include (a) Indebtedness to any Subsidiary of Kerzner International or any officer, director or employee of Kerzner International or any Subsidiary of Kerzner International (other than Indebtedness that is required to be pledged to the lenders under the Credit Agreement), (b) Indebtedness incurred in violation of the terms of the Indenture including, without limitation, Indebtedness claiming to be subordinated to any other Indebtedness and senior to the Notes, (c) Indebtedness to trade creditors, (d) Disqualified Capital Stock, and (e) any liability for taxes owed or owing by Kerzner International, KINA or such Guarantor.

"Significant Subsidiary" shall have the meaning provided under Regulation S-X under the Securities Act, as in effect on the Issue Date.

"Stated Maturity," when used with respect to any Note, means October 1, 2015.

"Subordinated Indebtedness" means Indebtedness of Kerzner International, KINA or a Guarantor that is subordinated in right of payment to the Notes or such Guarantee, as applicable, in any respect or, for purposes of the definition of Restricted Payments only, has a stated maturity on (except for the Notes) or after the Stated Maturity.

"Subsidiary," with respect to any person, means (i) a corporation a majority of whose Equity Interests with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such person, by such person and one or more Subsidiaries of such person or by one or more Subsidiaries of such person, (ii) any other person (other than a corporation) in which such person, one or more Subsidiaries of such person, or such person and one or more Subsidiaries of such person, directly or indirectly, at the date of determination thereof has at least majority ownership interest, or (iii) a partnership in which such person or a Subsidiary of such person is, at the time, a general partner. For the avoidance of doubt, a person that otherwise is not a Subsidiary of another person based on the foregoing shall not be deemed to be a Subsidiary of such person merely because its results of operations are required to be consolidated with Kerzner International solely by virtue of FIN 46R. Notwithstanding the foregoing, an Unrestricted Subsidiary shall not be a Subsidiary of Kerzner International or any Subsidiary of Kerzner International. Unless the context requires otherwise, Subsidiary means each direct and indirect Subsidiary of Kerzner International.

"TCA" means Trading Cove Associates, a Connecticut general partnership and its majority owned subsidiaries, so long as the Issuers or any of the Guarantors maintain at least their ownership interest in the partnership (including priorities, preferences and privileges with respect to distributions or any other payments or voting power) owned on the Issue Date.

"Unrestricted Subsidiary" means any subsidiary of Kerzner International (other than KINA) that does not own any Capital Stock of, or own or hold any Lien on any property of, Kerzner International or any other Subsidiary of Kerzner International, including KINA, and that shall be designated an Unrestricted Subsidiary by the Board of Directors of Kerzner International; provided that (i) neither immediately prior thereto nor after giving pro forma effect to such designation would there exist a Default or Event of Default, (ii) immediately after giving pro forma effect thereto, Kerzner International could incur at least $1.00 of Indebtedness pursuant to the Debt Incurrence Ratio in the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock" and

76

(iii) at the time of such designation, such Subsidiary has no Indebtedness other than Allowed Non-Recourse Indebtedness. The Board of Directors of Kerzner International may designate any Unrestricted Subsidiary to be a Subsidiary, provided that (i) no Default or Event of Default is existing or will occur as a consequence thereof and (ii) immediately after giving effect to such designation, on a pro forma basis, Kerzner International could incur at least $1.00 of Indebtedness pursuant to the Debt Incurrence Ratio in the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock." Notwithstanding the foregoing, the Board of Directors of Kerzner International may not designate KIBL or any Subsidiary of KIBL (or any successor to KIBL's or its Subsidiaries' business or assets that is majority owned or controlled by Kerzner International) to be an Unrestricted Subsidiary; provided, however, that the Board of Directors of Kerzner International may designate one or more Subsidiaries of KIBL to be Unrestricted Subsidiaries if such Subsidiaries, singly and in the aggregate, are not material to the business of KIBL and its Subsidiaries, taken as a whole, as determined in the good faith reasonable judgment of the Board of Directors of Kerzner International. Each such designation shall be evidenced by filing with the Trustee a certified copy of the resolution giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing conditions.

"wholly owned Subsidiary" means a Subsidiary all the Equity Interests of which are owned by Kerzner International or one or more wholly owned Subsidiaries of Kerzner International, except for directors' qualifying shares.

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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

General

        This section summarizes the material U.S. Federal income tax consequences to holders associated with an exchange of Original Notes for New Notes. However, the discussion is limited in the following ways.

•

This discussion only covers you if you purchased Original Notes in the initial offering and you exchange such Original Notes for New Notes pursuant to the exchange offer.



•

This discussion only covers you if you have always held your Original Notes, and will only hold New Notes received pursuant to the exchange offer, as a capital asset (that is, for investment purposes), and if you do not have a special tax status.



•

The discussion does not cover tax consequences that depend upon your particular tax situation in addition to your ownership of Original Notes or New Notes. We suggest that you consult your tax advisor about the consequences of holding Original Notes or New Notes in your particular situation.



•

The discussion is based on current U.S. Federal tax law. Changes in the law may change the tax treatment of the Original Notes or New Notes.



•

The discussion does not cover state, local or foreign law.



•

The discussion does not apply to you if you are a "Non-U.S. Holder," as defined below, of notes and you (a) own 10% or more of our voting stock, (b) are a "controlled foreign corporation" with respect to us, or (c) are a bank making a loan in the ordinary course of its business.



•

We have not requested a ruling from the Internal Revenue Service ("IRS") on the tax consequences of the exchange offer or owning the New Notes. As a result, the IRS could disagree with any portion of this discussion.

        IF YOU ARE CONSIDERING EXCHANGING ORIGINAL NOTES FOR NEW NOTES PURSUANT TO THE EXCHANGE OFFER, WE SUGGEST THAT YOU CONSULT YOUR TAX ADVISOR ABOUT THE TAX CONSEQUENCES OF SUCH AN EXCHANGE AND HOLDING THE NEW NOTES IN YOUR PARTICULAR SITUATION.

        For purposes of this summary, a "U.S. Holder" is a beneficial owner of a note who is:

•

an individual U.S. citizen or resident alien;



•

a corporation or other entity taxable as a corporation for U.S. Federal income tax purposes that was created under U.S. law (Federal or state); or



•

an estate or trust whose worldwide income is subject to U.S. Federal income tax.

        If a partnership holds Original Notes or New Notes, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner of a partnership holding Original Notes or New Notes, we suggest that you consult your tax advisor.

        For purposes of this summary, a "Non-U.S. Holder" is a beneficial owner of a note who is not a U.S. Holder.

Exchange Offer

        The consummation of the exchange offer will not be a taxable event for U.S. Federal income tax purposes. Accordingly, holders will not recognize any income, gain or loss in connection with an exchange of Original Notes for New Notes pursuant to the exchange offer, and any such holder will have the same adjusted tax basis and holding period in the New Notes as it had in the Original Notes, as measured immediately before the exchange.

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PLAN OF DISTRIBUTION

        Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Original Notes where such Original Notes were acquired as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date and for a period of not less than 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                        , 2005 all dealers effecting transactions in the New Notes may be required to deliver a prospectus.

        We will not receive any proceeds from any sale of New Notes by broker-dealers. New Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of New Notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        For a period of 180 days after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for holders of the Original Notes) other than commissions or concessions of any brokers or dealers and to indemnify the holders of the Original Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

        Giselle M. Pyfrom, Esq., our associate general counsel, will pass upon matters of the laws of the Commonwealth of The Bahamas for us in connection with the New Notes. Richard M. Levine, our general counsel, will pass upon certain United States legal matters for us relating to the New Notes.

EXPERTS

        The consolidated financial statements incorporated in this prospectus by reference from Kerzner International Limited and subsidiaries' Annual Report on Form 20-F for the year ended December 31, 2004, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report (which to the extent stated therein is based in part on the report of other auditors), which is incorporated herein by reference, and has been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

        The financial statements of Trading Cove Associates as of December 31, 2004 and 2003 and for each of the three years in the period ended December 31, 2004, incorporated in this Registration Statement on Form F-4 of Kerzner International Limited by reference to Kerzner International Limited's Annual Report on Form 20-F for the year ended December 31, 2004 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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KERZNER INTERNATIONAL LIMITED
KERZNER INTERNATIONAL NORTH AMERICA, INC.

Offer to Exchange

6³/4% Senior Subordinated Notes Due 2015
For a Like Principal Amount of New
6³/4% Senior Subordinated Notes Due 2015

P R O S P E C T U S
                        , 2005

Dealer Prospectus Delivery Obligation

Until                        , 2005, all broker-dealers that effect transactions in the New Notes, whether or not participating in the Exchange Offer, may be required to deliver a prospectus. This is in addition to the obligation of broker-dealers to deliver a prospectus when acting as underwriters and with respect to any unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers.

        Section 56 of the International Business Companies Act 2000 of the Commonwealth of The Bahamas (the "IBCA") empowers a company incorporated under the IBCA to indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings, any person who (a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, an officer or a liquidator of the company; or (b) is or was, at the request of the company, serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise; provided, however, that such indemnification may only be provided to a person if the person acted honestly and in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his or her conduct was unlawful. The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the company and as to whether the person had no reasonable cause to believe that his or her conduct was unlawful is, in the absence of fraud, sufficient for the purposes of the IBCA unless a question of law is involved.

        Kerzner provides for indemnification of its directors and officers pursuant to Article 76 of its Amended and Restated Articles of Association, which provides that, net of any indemnification an officer or director of Kerzner receives from another source, Kerzner will indemnify its officers and directors to the fullest extent permitted by the IBCA.

        Kerzner has purchased directors' and officers' liability insurance policies insuring its officers and directors and the officers and directors of its subsidiaries against claims and liabilities (with stated exceptions) to which they may become subject by reason of their positions with Kerzner or its subsidiaries as directors and officers.

Item 21.    Exhibits and Financial Statement Schedules.

Exhibit Numbers	Description	Incorporation by Reference to
3.1	Restated Articles of Association of Kerzner dated as of June 26, 2001	Exhibit 1 to Form 20-F Annual Report of Kerzner for the year ended December 31, 2000, filed on July 2, 2001, File No. 001-04226
3.2	Amendment to Restated Articles of Association of Kerzner dated as of September 24, 2001	Exhibit 3.3 to Registration Statement on Form F-4, filed on July 18, 2002, File No. 333-96705-36
3.3	Amended and Restated Articles of Association of Kerzner dated as of March 24, 2005	Exhibit 1.1(b) to Form 20-F Annual Report of Kerzner for the year ended December 31, 2004, filed on March 31, 2005, File No. 001-04226

II-1

3.4	Amended and Restated Memorandum of Association of Kerzner	Exhibit 3.1 to Registration Statement on Form F-4, filed on November 7, 1996, File No. 333-15409
3.5	Amendment to Memorandum of Association of Kerzner	Exhibit 3.6 to Registration Statement on Form F-4/A, filed on August 12, 2002, File No. 333-96705-36
4.1	Form of Inter-Borrower Agreement dated as of March 10, 1997, between Kerzner and KINA	Exhibit 4(e)(4) to Form 10-K405 Annual Report of KINA for the fiscal year ended December 31, 1996, filed on March 20, 1997, File No. 001-04748
4.2(a)	Purchase Agreement dated August 9, 2001, among Kerzner and KINA, as issuers, the subsidiary guarantors party thereto, and Deutsche Banc Alex. Brown Inc., Bear Stearns & Co. Inc., CIBC World Markets Corp., Banc of America Securities LLC, Wells Fargo Brokerage Services, LLC, Fleet Securities, Inc., and The Royal Bank of Scotland PLC, as purchasers	Exhibit 2.3(a) to Form 20-F Annual Report of Kerzner for the year ended December 31, 2001, filed on May 30, 2002, File No. 001-04226
4.2(b)	Purchase Agreement dated May 9, 2002, among Kerzner and KINA, as issuers, the subsidiary guarantors party thereto, and Bear Stearns & Co. Inc., Deutsche Bank Securities Inc., CIBC World Markets Corp., Banc of America Securities LLC, Wells Fargo Brokerage Services, LLC, J.P. Morgan Securities Inc., as initial purchasers	Exhibit 2.3(b) to Form 20-F Annual Report of Kerzner for the year ended December 31, 2001, filed on May 30, 2002, File No. 001-04226
4.2(c)	Indenture dated as of August 14, 2001, among Kerzner and KINA, as issuers, the Guarantors party thereto, and The Bank of New York, as trustee	Exhibit 2(c) to Form 6-K of Kerzner, filed on August 24, 2001, File No. 001-04226
4.2(d)	Supplemental Indenture dated as of September 19, 2001 to Indenture dated as of August 14, 2001	Exhibit 99(a) to Form 6-K of Kerzner, filed on September 20, 2001, File No. 001-04226
4.2(e)	Second Supplemental Indenture dated as of May 20, 2002 to Indenture dated as of August 14, 2001	Exhibit 4.3 to Registration Statement on Form F-4, filed on July 18, 2002, File No. 333-96705-36
4.2(f)	Third Supplemental Indenture dated as of November 18, 2002 to Indenture dated as of August 14, 2001	Exhibit 99.2 to Form 6-K of Kerzner, filed on November 21, 2002, File No. 001-04226
4.2(g)	Fourth Supplemental Indenture dated as of May 7, 2003 to Indenture dated as of August 14, 2001	Exhibit 99(1) to Form 6-K of Kerzner, filed on June 4, 2003, File No. 001-04226

II-2

4.2(h)	Fifth Supplemental Indenture dated as of September 10, 2004 to Indenture dated as of August 14, 2001	Exhibit 2.2(h) to Form 20-F Annual Report of Kerzner for the year ended December 31, 2004, File No. 001-04226
4.2(i)	Sixth Supplemental Indenture dated as of March 24, 2005 to Indenture dated as of August 14, 2001	Exhibit 2.2(i) to Form 20-F Annual Report of Kerzner for the year ended December 31, 2004, File No. 001-04226
4.2(j)	Seventh Supplemental Indenture dated as of September 9, 2005 to Indenture dated as of August 14, 2001	Filed herewith as Exhibit 4.2(j)
4.2(k)	Eighth Supplemental Indenture dated as of September 21, 2005 to Indenture dated as of August 14, 2001	Filed herewith as Exhibit 4.2(k)
4.2(l)	Form of 87/8% Senior Subordinated Note due 2011	Exhibit 2(c) to Form 6-K of Kerzner, filed on August 24, 2001, File No. 001-04226
4.2(m)	Form of Guarantee with respect to 87/8% Senior Subordinated Note due 2011	Exhibit 2(c) to Form 6-K of Kerzner, filed on August 24, 2001, File No. 001-04226
4.2(n)	Registration Rights Agreement dated as of August 14, 2001, among Kerzner and KINA, as issuers, the Guarantors party thereto, and Deutsche Banc Alex. Brown Inc., Bear Stearns & Co. Inc., CIBC World Markets Corp., Banc of America Securities LLC, Wells Fargo Brokerage Services, LLC, Fleet Securities, Inc., and The Royal Bank of Scotland PLC, as initial purchasers	Exhibit 2(b) to Form 6-K of Kerzner, filed on August 24, 2001, File No. 001-04226
4.2(o)	Registration Rights Agreement dated as of May 20, 2002, among Kerzner and KINA, as issuers, the Guarantors party thereto, and Bear Stearns & Co. Inc., Deutsche Bank Securities Inc., CIBC World Markets Corp., Banc of America Securities LLC, Wells Fargo Brokerage Services, LLC, J.P. Morgan Securities Inc., as initial purchasers	Exhibit 2.3(f) to Form 20-F Annual Report of Kerzner for the year ended December 31, 2001, filed on May 30, 2002, File No. 001-04226
4.3(a)	Purchase Agreement dated March 30, 2004, between Kerzner International Limited and Deutsche Bank Securities Inc., as Representative of the Initial Purchasers	Exhibit 1.1 to Registration Statement on Form F-3, filed on July 2, 2004, File No. 333-117110
4.3(b)	Indenture dated as of April 5, 2004, between Kerzner International Limited, as Issuer, and The Bank of New York Trust Company, N.A., as Trustee	Exhibit 4.1 to Registration Statement on Form F-3, filed on July 2, 2004, File No. 333-117110

II-3

4.3(c)	Form of 2.375% Convertible Senior Subordinated Note due 2024	Exhibit 4.2 to Registration Statement on Form F-3, filed on July 2, 2004, File No. 333-117110
4.3(d)	Registration Rights Agreement dated as of April 5, 2004, by and between Kerzner International Limited and Deutsche Bank Securities Inc., as Representative of the Initial Purchasers	Exhibit 4.3 to Registration Statement on Form F-3, filed on July 2, 2004, File No. 333-117110
4.4(a)	Purchase Agreement dated as of September 15, 2005 among Kerzner International Limited and Deutsche Bank Securities Inc., as Representative of the Initial Purchasers	Filed herewith as Exhibit 4.4(a)
4.4(b)	Indenture dated as of September 22, 2005 among Kerzner International Limited, the Guarantors party thereto and The Bank of New York Trust Company, N.A.	Filed herewith as Exhibit 4.4(b)
4.4(c)	First Supplemental Indenture dated as of September 22, 2005, among Kerzner International Limited, Kerzner International North America, Inc. and The Bank of New York Trust Company, N.A.	Filed herewith as Exhibit 4.4(c)
4.4(d)	Registration Rights Agreement dated as of September 22, 2005 by and between Kerzner International Limited, the Guarantors party thereto and Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as Representatives of the Initial Purchasers	Filed herewith as Exhibit 4.4(d)
5.1	Opinion of Richard M. Levine, Esq.	Filed herewith as Exhibit 5.1
5.2	Opinion of Giselle M. Pyfrom, Esq.	Filed herewith as Exhibit 5.2
10.1	Purchase Agreement among KINA, as Parent, GGRI, as Seller and Colony as Buyer dated as of October 30, 2000	Exhibit 10 to Form 10-Q Quarterly Report of KINA for the quarter ended September 30, 2000, filed on November 14, 2000, File No. 001-04748
10.2	Promissory Note between Colony and KINA dated as of April 25, 2001	Exhibit 2 to Form 6-K of Kerzner, filed on May 8, 2001, File No. 001-04226
10.3(a)	Fourth Amended and Restated Revolving Credit Facility dated as of November 13, 2001 among Kerzner, KINA and Kerzner International Bahamas Limited, various financial institutions as Lenders, and Canadian Imperial Bank of Commerce, as administrative agent	Exhibit 10 to Form 10-Q Quarterly Report of KINA for the quarter ended September 30, 2001, filed on November 14, 2001, File No. 001-04748

II-4

10.3(b)	Letter Amendment to the Fourth Amended and Restated Revolving Credit Agreement dated as of December 14, 2001	Exhibit 4.3(b) to Form 20-F Annual Report of Kerzner for the year ended December 31, 2002, filed on June 30, 2003, File No. 001-04226
10.3(c)	First Amendment to the Fourth Amended and Restated Revolving Credit Agreement dated as of May 8, 2002	Exhibit 4.21 to Registration Statement on Form F-4, filed on July 18, 2002, File No. 333-96705-36
10.3(d)	Letter Amendment to the Fourth Amended and Restated Revolving Credit Agreement dated as of May 22, 2002	Exhibit 4.3(d) to Form 20-F Annual Report of Kerzner for the year ended December 31, 2002, filed on June 30, 2003, File No. 001-04226
10.3(e)	Letter Amendment to the Fourth Amended and Restated Revolving Credit Agreement dated as of August 30, 2002	Exhibit 99.1 to Form 6-K of Kerzner, filed on December 6, 2002, File No. 001-04226
10.3(f)	Second Amendment to the Fourth Amended and Restated Revolving Credit Agreement dated as of November 20, 2002	Exhibit 99.2 to Form 6-K of Kerzner, filed on December 6, 2002, File No. 001-04226
10.3(g)	Third Amendment to the Fourth Amended and Restated Revolving Credit Agreement dated as of May 15, 2003	Exhibit 4.3(g) to Form 20-F Annual Report of Kerzner for the year ended December 31, 2002, filed on June 30, 2003, File No. 001-04226
10.3(h)	Fifth Amended and Restated Credit Agreement dated as of July 7, 2004, among Kerzner International Limited, Kerzner International North America, Inc. and Kerzner International Bahamas Limited, as the Borrowers and the Guarantors, various financial institutions, as the Lenders, JPMorgan Chase Bank, as the Administrative Agent, Deutsche Bank Securities Inc. and Wells Fargo Bank N.A., as the Co- Syndication Agents, Bank of America, N.A. and Bear Stearns Corporate Lending Inc., as the Co-Documentation Agents	Exhibit 99.1 to Registration Statement on Form F-3/A, filed on August 3, 2004, File No. 333-117110
10.3(i)	First Amendment to Credit Agreement dated as of February 15, 2005, among Kerzner International Limited, Kerzner International Bahamas Limited and Kerzner International North America, Inc., as the Borrowers, and certain Lenders party thereto	Exhibit 4.3(i) to Form 20-F Annual Report of Kerzner for the year ended December 31, 2004, File No. 001-04226

II-5

10.3(j)	Sixth Amended and Restated Credit Agreement, dated as of October 31, 2005, among Kerzner International Limited, Kerzner International North America, Inc. and Kerzner International Bahamas Limited, as the Borrowers and Guarantors, various financial institutions, as the Lenders, JPMorgan Chase Bank, N.A., as the Administrative Agent, Deutsche Bank Securities Inc., as the Syndication Agent and JPMorgan Chase Bank, N.A., Bear Stearns Corporate Lending Inc., Goldman Sachs Credit Partners L.P. and Merrill Lynch Capital Corporation, as Co-Documentation Agents.	Filed herewith as Exhibit 10.3(j)
10.4(a)	Heads of Agreement dated May 26, 2003, between Kerzner and the Government of the Commonwealth of The Bahamas	Exhibit 99(2) to Form 6-K of Kerzner, filed on May 28, 2003, File No. 001-04226
10.4(b)	Supplement dated May 3, 2004 to Heads of Agreement dated as of May 26, 2003	Exhibit 99.1 to Form 6-K of Kerzner, filed on May 5, 2004, File No. 001-04226
10.4(c)	Second Supplement dated December 7, 2004 to Heads of Agreement dated as of May 26, 2003	Exhibit 99.2 to Form 6-K of Kerzner, filed on December 9, 2004, File No. 001-04226
10.5(a)	Second Amended and Restated Development Services Agreement dated as of February 6, 2002 among the Stockbridge-Munsee Tribe, the Stockbridge-Munsee Tribal Gaming Authority, Trading Cove New York, LLC, KINA and Waterford Gaming Group, LLC	Exhibit 10 to Form 10-Q Quarterly Report of KINA for the quarter ended March 31, 2002, filed on May 15, 2002, File No. 001-04748
10.5(b)	Amendment to Second Amended and Restated Development Services Agreement dated as of October 19, 2004, among the Stockbridge-Munsee Band of Mohican Indians of Wisconsin, the Stockbridge-Munsee Tribal Gaming Authority, Trading Cove New York, LLC, Kerzner International North America, Inc. and Waterford Gaming Group, LLC	Exhibit 4.5(b) to Form 20-F Annual Report of Kerzner for the year ended December 31, 2004, File No. 001-04226
10.5(c)	Second Amendment to Second Amended and Restated Development Services Agreement dated as of December 21, 2004, among the Stockbridge-Munsee Band of Mohican Indians of Wisconsin, the Stockbridge-Munsee Tribal Gaming Authority, Trading Cove New York LLC, Kerzner International North America, Inc. and Waterford Gaming Group, LLC	Exhibit 4.5(c) to Form 20-F Annual Report of Kerzner for the year ended December 31, 2004, File No. 001-04226

II-6

10.6	Development Services Agreement dated February 7, 1998 between the Mohegan Tribal Gaming Authority and Trading Cove Associates	Exhibit 2.1 to Form 20-F/A of Kerzner for the year ended December 31, 1997, filed on September 3, 1998, File No. 001-04226
10.7	Relinquishment Agreement dated February 7, 1998, between the Mohegan Tribal Gaming Authority and Trading Cove Associates	Exhibit 2.2 to Form 20-F/A of Kerzner for the year ended December 31, 1997, filed on September 3, 1998, File No. 001-04226
10.8(a)	Agreement in Principle between Kerzner International Limited and Nakheel LLC, dated September 22, 2003	Exhibit 4.8 to Form 20-F Annual Report of Kerzner for the year ended December 31, 2003, filed on March 30, 2004, File No. 001-04226
10.8(b)	Resort Management Agreement Atlantis, Palm Island dated as of May 5, 2004, between Kerzner Nakheel Limited and Kerzner International Management FZ-LLC	Exhibit 4.8(b) to Form 20-F Annual Report of Kerzner for the year ended December 31, 2004, File No. 001-04226
10.8(c)	Development Agreement for the Atlantis, Palm Island dated as of May 5, 2004, between Kerzner International Development FZ-LLC, as developer, and Kerzner Nakheel Limited, as owner	Exhibit 4.8(c) to Form 20-F Annual Report of Kerzner for the year ended December 31, 2004, File No. 001-04226
10.8(d)	Letter agreement dated October 19, 2005, between Butch Kerzner and Sultan Ahmed Bin Sulayem.	Filed herewith as Exhibit 10.8(d)
10.9	Stock Purchase Agreement dated as of February 14, 2002, by and among Station Casinos, Inc., Station Online, Inc., Kerzner and Kerzner Interactive Limited	Exhibit 4.8 to Form 20-F Annual Report of Kerzner for the year ended December 31, 2001, filed on May 30, 2002, File No. 001-04226
10.10	Registration Rights and Governance Agreement dated as of July 3, 2001, by and among Kerzner, Sun International Investments Limited, World Leisure Group Limited, Kersaf Investments Limited, Caledonia Investments PLC, Mangalitsa Limited, Cement Merchants SA, Rosegrove Limited, Royale Resorts Holdings Limited and Sun International Inc.	Exhibit C to Schedule 13-D of Mangalitsa Limited with respect to Kerzner, filed on July 13, 2001, File No. 005-48645

II-7

10.11	Omnibus Agreement dated as of July 3, 2001, by and among Kerzner, Sun International Investments Limited, World Leisure Group Limited, Kersaf Investments Limited, Caledonia Investments PLC, Rosegrove Limited, Royale Resorts Holdings Limited, Royale Resorts International Limited, Sun International Inc., Sun Hotels International, Sun Hotels Limited, World Leisure Investments Limited, Solomon Kerzner, Peter Buckley, Derek Aubrey Hawton, Sun International Management Limited (a British Virgin Islands company), Cement Merchants SA, Sun International Management Limited (a Swiss company), Sun International Management (UK) Limited, Hog Island Holdings Limited and Mangalitsa Limited	Exhibit 10.9 to Registration Statement on Form F-4, filed on September 21, 2001, File No. 333-69780
10.12	Supplemental Agreement to the Original Shareholders' Agreement and to the Rosegrove Shareholders Agreement dated as of July 3, 2001, by and among Kersaf Investments Limited, Sun International Inc., Kerzner, Royale Resorts Holdings Limited, World Leisure Investments Limited, Sun Hotels Limited, World Leisure Group Limited, Royale Resorts International Limited, Caledonia Investments PLC, Solomon Kerzner, Sun International Management Limited (a British Virgin Islands company), Rosegrove Limited, Sun International Management Limited (a Swiss company), Mangalitsa Limited and Hog Island Holdings Limited	Exhibit A to Schedule 13-D of Mangalitsa Limited with respect to Kerzner, filed on July 13, 2001, File No. 005-48645
10.13	Irrevocable Proxy Agreement dated as of July 3, 2001, by and among Kerzner, Sun International Investments Limited, World Leisure Group Limited, Kersaf Investments Limited, Caledonia Investments PLC, Mangalitsa Limited, Cement Merchants SA, Rosegrove Limited, Royale Resorts Holdings Limited and Sun International Inc.	Exhibit B to Schedule 13-D of Mangalitsa Limited with respect to Kerzner, filed on July 13, 2001, File No. 005-48645
10.14	Trade Name and Trademark Agreement dated as of July 3, 2001, by and among Kerzner, Sun International Investments Limited and World Leisure Group Limited, as Assignors, and Sun International Management Limited, as Assignee	Exhibit 10.12 to Registration Statement on Form F-4, filed on September 21, 2001, File No. 333-69780
10.15	Promissory Note dated July 3, 2001 between Royale Resorts Holdings Limited, as Maker, and Kerzner, as Payee	Exhibit 10.13 to Registration Statement on Form F-4, filed on September 21, 2001, File No. 333-69780

II-8

10.16	Stock Pledge Agreement dated as of July 3, 2001, between Royale Resorts Holdings Limited, as Pledgor, and Kerzner	Exhibit 10.14 to Registration Statement on Form F-4, filed on September 21, 2001, File No. 333-69780
10.17	Settlement Agreement dated as of November 1, 2002, by and among Kerzner, Kersaf Investments Limited, Royale Resorts Holdings Limited, Sun International Management Limited, World Leisure Group Limited, Caledonia Investments PLC, Mangalitsa Limited and Cement Merchants SA	Exhibit 99.2 to Form 6-K of Kerzner, filed on November 8, 2002, File No. 001-04226
10.18	Kerzner Deferred Compensation Plan	Exhibit 99.1 to Registration Statement on Form S-8, filed on October 11, 2002, File No. 333-100522
10.19(a)	KINA Retirement Savings Plan, dated December 20, 2001	Exhibit 4.19(a) to Form 20-F Annual Report of Kerzner for the year ended December 31, 2004, File No. 001-04226
10.19(b)	Amendment 2003-1, dated December 15, 2003 to the KINA Retirement Savings Plan dated January 1, 2002	Exhibit 4.19(b) to Form 20-F Annual Report of Kerzner for the year ended December 31, 2004, File No. 001-04226
10.20	Plantation, Florida Lease Agreement	Exhibit 4.19 to Form 20-F Annual Report of Kerzner for the year ended December 31, 2002, filed on June 30, 2003, File No. 001-04226
10.21	Kerzner International Limited 2003 Stock Incentive Plan	Exhibit 4.21 to Form 20-F Annual Report of Kerzner for the year ended December 31, 2003, filed on March 30, 2004, File No. 001-04226
10.22	Master Agreement among Kerzner International North America, Inc., Colony RIH Holdings, Inc., Resorts International Hotel and Casino, Inc., Resorts Real Estate Holdings, Inc., Resorts International Hotel, Inc. and New Pier Operating Company, Inc., dated as of February 1, 2004.	Exhibit 4.22 to Form 20-F Annual Report of Kerzner for the year ended December 31, 2003, filed on March 30, 2004, File No. 001-04226
10.23	Purchase and Sale Agreement by and between Kerzner International North America, Inc., as Seller, and Resorts Real Estate Holdings, Inc., as Purchaser, dated as of February 1, 2004.	Exhibit 4.23 to Form 20-F Annual Report of Kerzner for the year ended December 31, 2003, filed on March 30, 2004, File No. 001-04226

II-9

10.24(a)	Note Indenture dated as of December 17, 2004, between Kerzner Palmilla Beach Partners, S. de R.L. de C.V., Kerzner Palmilla Hotel Partners, S. de R.L. de C.V., Kerzner Servicios Hoteleros, S. de R.L. de C.V., Kerzner Compania de Servicios, S. de R.L. de C.V. and Kerzner Palmilla Golf Partners, S. de R.L. de C.V., as Issuers, and Lasalle Bank National Association, as Trustee	Exhibit 4.24(a) to Form 20-F Annual Report of Kerzner for the year ended December 31, 2004, File No. 001-04226
10.24(b)	Guarantee Agreement dated as of December 17, 2004, between GS Emerging Market Real Estate Fund, L.P. and Kerzner International Limited, in favor of Lasalle Bank National Association	Exhibit 4.24(b) to Form 20-F Annual Report of Kerzner for the year ended December 31, 2004, File No. 001-04226
10.25	Stock Purchase Agreement dated as of July 15, 2004, between Kerzner International Limited and Istithmar PJSC	Exhibit 99.1 to Form 6-K of Kerzner, filed on July 16, 2004, File No. 001-04226
12.1	Statement regarding computation of ratio of earnings to fixed charges	Filed herewith as Exhibit 12.1
21.1	Subsidiaries of Kerzner	Filed herewith as Exhibit 21.1
23.1	Consent of Deloitte & Touche LLP	Filed herewith as Exhibit 23.1
23.2	Consent of PricewaterhouseCoopers LLP	Filed herewith as Exhibit 23.2
23.3	Consent of Richard M. Levine, Esq. (contained in Exhibit 5.1)	Filed herewith as Exhibit 5.1
23.4	Consent of Giselle M. Pyfrom, Esq. (contained in Exhibit 5.2)	Filed herewith as Exhibit 5.2
23.5	Condensed Consolidated Financial Statements of Kerzner International Limited at June 30, 2005	Filed herewith as Exhibit 23.5
24.1	Powers of Attorney	Included in the signature pages of this registration statement
25.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Bank of New York Trust Company, N.A., as Trustee, on Form T-1, relating to the 63/4% Senior Subordinated Notes due 2015	Filed herewith as Exhibit 25.1
99.1	Form of Letter of Transmittal	Filed herewith as Exhibit 99.1
99.2	Form of Notice of Guaranteed Delivery	Filed herewith as Exhibit 99.2
99.3	Form of Notice of Withdrawal of Tender	Filed herewith as Exhibit 99.3
99.4	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees	Filed herewith as Exhibit 99.4
99.5	Form of Letter to Clients	Filed herewith as Exhibit 99.5
99.6	Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9	Filed herewith as Exhibit 99.6

II-10

Item 22.    Undertakings

        The undersigned registrants undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        The undersigned registrants hereby undertake: (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of Form F-4, within one business day of the receipt of such request, and to send the incorporated documents by first-class mail or other equally prompt means, and (ii) to arrange or provide for a facility in the United States for the purpose of responding to such requests. The undertaking in subparagraph (i) above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

        The undersigned registrants hereby undertake that insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the provisions described in Item 20 above, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-11

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Commonwealth of The Bahamas on November 23, 2005.

KERZNER INTERNATIONAL LIMITED
By:	/s/  JOHN R. ALLISON Name: John R. Allisone Title: Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL LIMITED

Signature	Title	Date
/s/  HOWARD B. KERZNER Howard B. Kerzner	Chief Executive Officer (principal executive officer) and Director	November 23, 2005
/s/  SOLOMON KERZNER Solomon Kerzner	Chairman of the Board	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Executive Vice President and Chief Financial Officer (principal financial and accounting officer)	November 23, 2005
/s/  PETER N. BUCKLEY Peter N. Buckley	Director	November 23, 2005

II-12

/s/  HAMED KAZIM Hamed Kazim	Director	November 23, 2005
/s/  HOWARD S. MARKS Howard S. Marks	Director	November 23, 2005
/s/  ERIC B. SIEGEL Eric B. Siegel	Director	November 23, 2005
/s/  HEINRICH VON RANTZAU Heinrich von Rantzau	Director	November 23, 2005
/s/  STEPHEN M. ROSS Stephen M. Ross	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

*By:
/s/  RICHARD M. LEVINE Name:  Richard M. Levine
Title:    Attorney-in-Fact

II-13

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Fort Lauderdale, Florida on November 23, 2005.

ABERDEEN MANAGEMENT LIMITED,
By:	/s/  JOHN R. ALLISON Name: John R. Allison Title: Director

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

ABERDEEN MANAGEMENT LIMITED

Signature	Title	Date
/s/  COSIGN LIMITED Cosign Limited	Secretary	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  P. F. GRIFFIN P. F. Griffin	Director	November 23, 2005
/s/  M. T. CAHILL M. T. Cahill		November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-14

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Curacao, Netherlands Antilles on November 23, 2005.

BIRBO NV,
By:	/s/  TMF (NETHERLANDS ANTILLES) N.V. Name: TMF (Netherlands Antilles) N.V. Title: Director

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

BIRBO NV

Signature	Title	Date
/s/  TMF (NETHERLANDS ANTILLES) N.V. TMF (Netherlands Antilles) N.V.	Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-15

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

HURRICANE HOLE MARINA INVESTMENTS LIMITED,
By:	/s/  SOLOMON KERZNER Name: Solomon Kerzner Title: President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

HURRICANE HOLE MARINA INVESTMENTS LIMITED

Signature	Title	Date
/s/  SOLOMON KERZNER Solomon Kerzner	President (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  ALAN LEIBMAN Alan Leibman	Senior Vice President	November 23, 2005
/s/  J. BARRIE FARRINGTON J. Barrie Farrington	Senior Vice President, Secretary and Director	November 23, 2005
/s/  GENE ALBURY Gene Albury	Vice President and Assistant Secretary	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Vice President, Assistant Secretary and Director	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-16

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

HURRICANE HOLE PROPERTIES LIMITED,
By:	/s/  SOLOMON KERZNER Name: Solomon Kerzner Title: President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

HURRICANE HOLE PROPERTIES LIMITED

Signature	Title	Date
/s/  SOLOMON KERZNER Solomon Kerzner	President (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  ALAN LEIBMAN Alan Leibman	Senior Vice President	November 23, 2005
/s/  J. BARRIE FARRINGTON J. Barrie Farrington	Senior Vice President, Secretary and Director	November 23, 2005
/s/  GENE ALBURY Gene Albury	Vice President and Assistant Secretary	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Vice President, Assistant Secretary and Director	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-17

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

ISLAND HOTEL COMPANY LIMITED,
By:	/s/  J. BARRIE FARRINGTON Name: J. Barrie Farrington Title: Senior Vice President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

ISLAND HOTEL COMPANY LIMITED

Signature	Title	Date
/s/  J. BARRIE FARRINGTON J. Barrie Farrington	Senior Vice President and Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  GENE ALBURY Gene Albury	Assistant Secretary	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Assistant Secretary and Director	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-18

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Fort Lauderdale, Florida on November 23, 2005.

ISS, INC.,
By:	/s/  JOHN R. ALLISON Name: John R. Allison Title: President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

ISS, INC.

Signature	Title	Date
/s/  JOHN R. ALLISON John R. Allison	President and Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  HOWARD KARAWAN Howard Karawan	Vice President and Assistant Secretary	November 23, 2005
/s/  RICHARD M. LEVINE Richard M. Levine	Vice President and Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Secretary	November 23, 2005

II-19

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England on November 23, 2005.

KERZNER GLASGOW LIMITED,
By:	/s/  MARGARET MARY HOTCHKISS Name: Margaret Mary Hotchkiss Title: Secretary

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER GLASGOW LIMITED

Signature	Title	Date
/s/  MARGARET MARY HOTCHKISS Margaret Mary Hotchkiss	Secretary	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  TOBIN PRIOR Tobin Prior	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-20

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England on November 23, 2005.

KERZNER GREENWICH CASINO LIMITED,
By:	/s/  MARGARET MARY HOTCHKISS Name: Margaret Mary Hotchkiss Title: Secretary

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER GREENWICH CASINO LIMITED

Signature	Title	Date
/s/  MARGARET MARY HOTCHKISS Margaret Mary Hotchkiss	Secretary	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  TOBIN PRIOR Tobin Prior	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-21

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England on November 23, 2005.

KERZNER GREENWICH HOTEL LIMITED,
By:	/s/  MARGARET MARY HOTCHKISS Name: Margaret Mary Hotchkiss Title: Secretary

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER GREENWICH HOTEL LIMITED

Signature	Title	Date
/s/  MARGARET MARY HOTCHKISS Margaret Mary Hotchkiss	Secretary	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  TOBIN PRIOR Tobin Prior	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-22

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Hamilton, Bermuda on November 23, 2005.

KERZNER HOTELS INTERNATIONAL (BERMUDA) LIMITED,
By:	/s/  DONALD MALCOLM Name: Donald Malcolm Title: President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER HOTELS INTERNATIONAL (BERMUDA) LIMITED

Signature	Title	Date
/s/  DONALD MALCOLM Donald Malcolm	President and Director	November 23, 2005
/s/  NICOLAS TROLLOPE Nicolas Trollope	Vice President and Director	November 23, 2005
/s/  T. W. TUCKER HALL T. W. Tucker Hall	Secretary	November 23, 2005
/s/  I. S. OUTERBRIDGE I. S. Outerbridge	Assistant Secretary	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-23

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Curacao, Netherlands Antilles on November 23, 2005.

KERZNER HOTELS INTERNATIONAL MANAGEMENT NV,
By:	/s/  CURACAO CORPORATION NV Name: Curacao Corporation NV Title: Managing Director

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER HOTELS INTERNATIONAL MANAGEMENT NV

Signature	Title	Date
/s/  CURACAO CORPORATION NV Curacao Corporation NV	Managing Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-24

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

KERZNER INTERNATIONAL BAHAMAS LIMITED,
By:	/s/  SOLOMON KERZNER Name: Solomon Kerzner Title: President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL BAHAMAS LIMITED

Signature	Title	Date
/s/  SOLOMON KERZNER Solomon Kerzner	President (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  GENE ALBURY Gene Albury	Vice President and Assistant Secretary	November 23, 2005
/s/  J. BARRIE FARRINGTON J. Barrie Farrington	Senior Vice President, Secretary and Director	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-25

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Plantation, Florida on November 23, 2005.

KERZNER INTERNATIONAL CALIFORNIA, INC.,
By:	/s/  HOWARD KARAWAN Name: Howard Karawan Title: President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL CALIFORNIA, INC.

Signature	Title	Date
/s/  HOWARD KARAWAN Howard Karawan	President (Principal Executive Officer)	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Executive Vice President Finance and Director (Principal Financial and Accounting Officer)	November 23, 2005
/s/  ANNE ROBERTSON Anne Robertson	Senior Vice President, Treasurer and Assistant Secretary	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Senior Vice President, Corporate Counsel and Secretary	November 23, 2005
/s/  RICHARD M. LEVINE Richard M. Levine	Vice President and Director	November 23, 2005

II-26

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

KERZNER INTERNATIONAL DEVELOPMENT FZ-LLC (DUBAI FREE ZONE),
By:	/s/  JAMES M. BOOCHER Name: James M. Boocher Title: Secretary

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL DEVELOPMENT F2-LLC (DUBAI FREE ZONE)

Signature	Title	Date
/s/  JAMES M. BOOCHER James M. Boocher	Managing Director	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Director	November 23, 2005
/s/  RICHARD LINDSAY Richard Lindsay	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-27

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

KERZNER INTERNATIONAL DEVELOPMENT LIMITED,
By:	/s/  JAMES M. BOOCHER Name: James M. Boocher Title: President, Executive Vice-President—Finance, Chief Financial Officer and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL DEVELOPMENT LIMITED

Signature	Title	Date
/s/  JAMES M. BOOCHER James M. Boocher	President, Executive Vice-President Finance, Chief Financial Officer, Treasurer and Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Assistant Secretary and Director	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-28

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

KERZNER INTERNATIONAL DEVELOPMENT (MOROCCO) LIMITED
By:	/s/  GISELLE M. PYFROM Name: Giselle M. Pyfrom Title: Secretary

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL DEVELOPMENT (MOROCCO) LIMITED

Signature	Title	Date
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Secretary and Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  TANYA A. NUNEZ Tanya A. Nunez	Assistant Secretary	November 23, 2005
/s/  J. BARRIE FARRINGTON J. Barrie Farrington	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-29

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in New York, New York on November 23, 2005.

KERZNER INTERNATIONAL DEVELOPMENT SERVICES HOLDING
By:	/s/  RICHARD M. LEVINE Name: Richard M. Levine Title: Vice President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL DEVELOPMENT SERVICES HOLDING, LLC

Signature	Title	Date
/s/  RICHARD M. LEVINE Richard M. Levine	Vice President and Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005

II-30

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

KERZNER INTERNATIONAL DEVELOPMENT SERVICES, INC.,
By:	/s/  JAMES M. BOOCHER Name: James M. Boocher Title: President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL DEVELOPMENT SERVICES, INC.

Signature	Title	Date
/s/  JAMES M. BOOCHER James M. Boocher	President (Principal Executive Officer)	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Executive Vice President—Finance and Director (Principal Financial and Accounting Officer)	November 23, 2005
/s/  ANNE ROBERTSON Anne Robertson	Senior Vice President, Treasurer and Assistant Secretary	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Senior Vice President, Corporate Counsel and Secretary	November 23, 2005
/s/  RICHARD M. LEVINE Richard M. Levine	Vice President and Director	November 23, 2005

II-31

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

KERZNER INTERNATIONAL DEVELOPMENT SERVICES MEXICO, S. DE R.L. DE C.V.,
By:	/s/  HOWARD B. KERZNER Name: Howard B. Kerzner Title: President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL DEVELOPMENT SERVICES MEXICO, S. DE R.L. DE C.V.

Signature	Title	Date
/s/  HOWARD B. KERZNER Howard B. Kerzner	President and Manager (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Vice President and Manager	November 23, 2005
/s/  HOWARD KARAWAN Howard Karawan	Vice President	November 23, 2005
/s/  JAMES M. BOOCHER James M. Boocher	Vice President	November 23, 2005

II-32

/s/  MONICA DIGILIO Monica Digilio	Vice President	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Vice President	November 23, 2005
/s/  ANNE ROBERTSON Anne Robertson	Vice President	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Vice President, Manager and Authorized Representative in the United States	November 23, 2005

II-33

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

KERZNER INTERNATIONAL DEVELOPMENT (TIMESHARE) LIMITED,
By:	/s/  JAMES M. BOOCHER Name: James M. Boocher Title: President and Vice President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL DEVELOPMENT (TIMESHARE) LIMITED

Signature	Title	Date
/s/  JAMES M. BOOCHER James M. Boocher	President, Vice President and Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Assistant Secretary and Director	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-34

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England on November 23, 2005.

KERZNER INTERNATIONAL DEVELOPMENT SERVICES (UK) LTD.,
By:	/s/  ALEX PENKUL Name: Alex Penkul Title: Secretary

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL DEVELOPMENT SERVICES (UK) LTD.

Signature	Title	Date
/s/  ALEX PENKUL Alex Penkul	Secretary	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  MARK COMLEY Mark Comley	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-35

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

KERZNER INTERNATIONAL EMPLOYMENT SERVICES LIMITED,
By:	/s/  GISELLE M. PYFROM Name: Giselle M. Pyfrom Title: Director

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL EMPLOYMENT SERVICES LIMITED

Signature	Title	Date
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-36

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

KERZNER INTERNATIONAL FINANCE (BVI) LIMITED,
By:	/s/  SOLOMON KERZNER Name: Solomon Kerzner Title: Director

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL FINANCE (BVI) LIMITED

Signature	Title	Date
/s/  SOLOMON KERZNER Solomon Kerzner	Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  STC INTERNATIONAL STC International	Secretary	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-37

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Dubai Media City, United Arab Emirates on November 23, 2005.

KERZNER INTERNATIONAL MANAGEMENT FZ-LLC (DUBAI FREE ZONE),
By:	/s/  PAUL T. JONES Name: Paul T. Jones Title: Managing Director

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL MANAGEMENT FZ-LLC (DUBAI FREE ZONE)

Signature	Title	Date
/s/  PAUL T. JONES Paul T. Jones	Managing Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Director	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Director	November 23, 2005
/s/  GEORGE MARKATONIS George Markatonis	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-38

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Fort Lauderdale, Florida on November 23, 2005.

KERZNER INTERNATIONAL MANAGEMENT (MOROCCO) LIMITED,
By:	/s/  JOHN R. ALLISON Name: John R. Allison Title: Director

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL MANAGEMENT (MOROCCO) LIMITED

Signature	Title	Date
/s/  JOHN R. ALLISON John R. Allison	Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  J. BARRIE FARRINGTON J. Barrie Farrington	Director	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-39

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in New York, New York on November 23, 2005.

KERZNER INTERNATIONAL MANAGEMENT SERVICES HOLDING, LLC,
By:	/s/  RICHARD M. LEVINE Name: Richard M. Levine Title: Vice President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL MANAGEMENT SERVICES HOLDING, LLC

Signature	Title	Date
/s/  RICHARD M. LEVINE Richard M. Levine	Vice President and Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Senior Vice President, Corporate Counsel and Secretary	November 23, 2005

II-40

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Plantation, Florida on November 23, 2005.

KERZNER INTERNATIONAL MANAGEMENT SERVICES, INC.,
By:	/s/  HOWARD KARAWAN Name: Howard Karawan Title: President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL MANAGEMENT SERVICES, INC.

Signature	Title	Date
/s/  HOWARD KARAWAN Howard Karawan	President (Principal Executive Officer)	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Executive Vice President—Finance and Director (Principal Financial and Accounting Officer)	November 23, 2005
/s/  ANNE ROBERTSON Anne Robertson	Senior Vice President, Treasurer and Assistant Secretary	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Senior Vice President, Corporate Counsel and Secretary	November 23, 2005
/s/  RICHARD M. LEVINE Richard M. Levine	Vice President and Director	November 23, 2005

II-41

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

KERZNER INTERNATIONAL MANAGEMENT SERVICES MEXICO, S. DE R.L. DE C.V.,
By:	/s/  HOWARD B. KERZNER Name: Howard B. Kerzner Title: President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL MANAGEMENT SERVICES MEXICO, S. DE R.L. DE C.V.

Signature	Title	Date
/s/  HOWARD B. KERZNER Howard B. Kerzner	President and Manager (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Vice President and Manager	November 23, 2005
/s/  HOWARD KARAWAN Howard Karawan	Vice President	November 23, 2005
/s/  JAMES M. BOOCHER James M. Boocher	Vice President	November 23, 2005

II-42

/s/  MONICA DIGILIO Monica Digilio	Vice President	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Vice President	November 23, 2005
/s/  ANNE ROBERTSON Anne Robertson	Vice President	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Vice President, Manager and Authorized Representative in the United States	November 23, 2005

II-43

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

KERZNER INTERNATIONAL MARINE PROJECTS LIMITED,
By:	/s/  GISELLE M. PYFROM Name: Giselle M. Pyfrom Title: Director

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL MARINE PROJECTS LIMITED

Signature	Title	Date
/s/  FRANK MURRU Frank Murru	Director	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  J. BARRIE FARRINGTON J. Barrie Farrington	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-44

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Fort Lauderdale, Florida on November 23, 2005.

KERZNER INTERNATIONAL MARKETING, INC.,
By:	/s/  JOHN R. ALLISON Name: John R. Allison Title: Executive Vice President—Finance, Chief Financial Officer and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL MARKETING, INC.

Signature	Title	Date
/s/  JOHN R. ALLISON John R. Allison	Executive Vice President—Finance, Chief Financial Officer, Treasurer and Director (Principal Financial and Accounting Officer)	November 23, 2005
/s/  RICHARD M. LEVINE Richard M. Levine	Vice President and Director (Principal Executive Officer)	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Secretary	November 23, 2005

II-45

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England on November 23, 2005.

KERZNER INTERNATIONAL MARKETING (UK) LIMITED,
By:	/s/  ALEX PENKUL Name:  Alex Penkul Title:    Secretary

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL MARKETING (UK) LIMITED

Signature	Title	Date
/s/  ALEX PENKUL Alex Penkul	Secretary and Director	November 23, 2005
/s/  ROGER H. WHARTON Roger H. Wharton	Director	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-46

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Fort Lauderdale, Florida on November 23, 2005.

KERZNER INTERNATIONAL MOROCCO HOLDINGS LIMITED,
By:	/s/  JOHN R. ALLISON Name:  John R. Allison Title:    Director

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL MOROCCO HOLDINGS LIMITED

Signature	Title	Date
/s/  JOHN R. ALLISON John R. Allison	Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  J. BARRIE FARRINGTON J. Barrie Farrington	Director	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-47

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in New York, New York on November 23, 2005.

KERZNER INTERNATIONAL NEVADA, INC.,
By:	/s/  RICHARD M. LEVINE Name:  Richard M. Levine Title:    Vice President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL NEVADA, INC.

Signature	Title	Date
/s/  RICHARD M. LEVINE Richard M. Levine	Vice President and Director (Principal Executive Officer)	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Secretary, Treasurer and Director (Principal Financial and Accounting Officer)	November 23, 2005

II-48

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Fort Lauderdale, Florida on November 23, 2005.

KERZNER INTERNATIONAL NEW YORK, INC.,
By:	/s/  JOHN R. ALLISON Name: John R. Allison Title: Executive Vice President—Finance, Chief Financial Officer and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL NEW YORK, INC.

Signature	Title	Date
/s/  JOHN R. ALLISON John R. Allison	Executive Vice President—Finance, Chief Financial Officer, Treasurer and Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  RICHARD M. LEVINE Richard M. Levine	Vice President and Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Secretary	November 23, 2005

II-49

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Fort Lauderdale, Florida on November 23, 2005.

KERZNER INTERNATIONAL NORTH AMERICA, INC.,
By:	/s/  JOHN R. ALLISON Name: John R. Allison Title: President, Chief Executive Officer and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL NORTH AMERICA, INC.

Signature	Title	Date
/s/  JOHN R. ALLISON John R. Allison	President, Chief Executive Officer, Treasurer and Director (Principal Executive Officer)	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Senior Vice President, Corporate Counsel, Assistant Secretary and Director	November 23, 2005
/s/  ANNE ROBERTSON Anne Robertson	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	November 23, 2005
/s/  RICHARD M. LEVINE Richard M. Levine	Vice President and Director	November 23, 2005

II-50

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Fort Lauderdale, Florida on November 23, 2005.

KERZNER INTERNATIONAL PALM ISLAND LIMITED,
By:	/s/  JOHN R. ALLISON Name: John R. Allison Title: Director

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL PALM ISLAND LIMITED

Signature	Title	Date
/s/  JOHN R. ALLISON John R. Allison	Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-51

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Fort Lauderdale, Florida on November 23, 2005.

KERZNER INTERNATIONAL RESORTS, INC.,
By:	/s/  JOHN R. ALLISON Name: John R. Allison Title: Executive Vice President—Finance

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL RESORTS, INC.

Signature	Title	Date
/s/  JOHN R. ALLISON John R. Allison	Executive Vice President—Finance and Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Senior Vice President, Corporate Counsel and Secretary	November 23, 2005
/s/  HOWARD KARAWAN Howard Karawan	Vice President and Assistant Secretary	November 23, 2005
/s/  RICHARD M. LEVINE Richard M. Levine	Vice President	November 23, 2005

II-52

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

KERZNER INTERNATIONAL TIMESHARE LIMITED,
By:	/s/  GISELLE M. PYFROM Name: Giselle M. Pyfrom Title: Secretary

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL TIMESHARE LIMITED

Signature	Title	Date
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Secretary and Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  TANYA A. NUNEZ Tanya A. Nunez	Assistant Secretary	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-53

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Fort Lauderdale, Florida on November 23, 2005.

KERZNER INTERNATIONAL UAE LIMITED,
By:	/s/  JOHN R. ALLISON Name: John R. Allison Title: Director

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL UAE LIMITED

Signature	Title	Date
/s/  JOHN R. ALLISON John R. Allison	Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  JAMES M. BOOCHER James M. Boocher	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-54

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

KERZNER INVESTMENTS BLB, INC.,
By:	/s/  HOWARD B. KERZNER Name:  Howard B. Kerzner Title:    President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INVESTMENTS BLB, INC.

Signature	Title	Date
/s/  HOWARD B. KERZNER Howard B. Kerzner	President and Director (Principal Executive Officer)	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Executive Vice President—Finance, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	November 23, 2005
/s/  RICHARD M. LEVINE Richard M. Levine	Vice President and Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Assistant Secretary	November 23, 2005

II-55

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

KERZNER INVESTMENTS CALIFORNIA, INC.,
By:	/s/  HOWARD B. KERZNER Name:  Howard B. Kerzner Title:    President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INVESTMENTS CALIFORNIA, INC.

Signature	Title	Date
/s/  HOWARD B. KERZNER Howard B. Kerzner	President (Principal Executive Officer)	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Executive Vice President—Finance, Chief Financial Officer, Treasurer and Director (Principal Financial and Accounting Officer)	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Senior Vice President and Assistant Secretary	November 23, 2005
/s/  RICHARD M. LEVINE Richard M. Levine	Vice President and Director	November 23, 2005

II-56

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

KERZNER INVESTMENTS CONNECTICUT, INC.,
By:	/s/  HOWARD B. KERZNER Name:  Howard B. Kerzner Title:    President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INVESTMENTS CONNECTICUT, INC.

Signature	Title	Date
/s/  HOWARD B. KERZNER Howard B. Kerzner	President and Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Assistant Secretary	November 23, 2005

II-57

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Fort Lauderdale, Florida on November 23, 2005.

KERZNER INVESTMENTS MOROCCO LIMITED,
By:	/s/  JOHN R. ALLISON Name:  John R. Allison Title:    Director

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INVESTMENTS MOROCCO LIMITED

Signature	Title	Date
/s/  JOHN R. ALLISON John R. Allison	Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  J. BARRIE FARRINGTON J. Barrie Farrington	Director	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-58

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

KERZNER INVESTMENTS PALMILLA, INC.,
By:	/s/  HOWARD B. KERZNER Name:  Howard B. Kerzner Title:    President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INVESTMENTS PALMILLA, INC.

Signature	Title	Date
/s/  HOWARD B. KERZNER Howard B. Kerzner	President and Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Executive Vice President, Secretary and Director	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-59

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England on November 23, 2005.

KERZNER MANCHESTER LIMITED,
By:	/s/  MARGARET MARY HOTCHKISS Name:  Margaret Mary Hotchkiss Title:    Secretary

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER MANCHESTER LIMITED

Signature	Title	Date
/s/  MARGARET MARY HOTCHKISS Margaret Mary Hotchkiss	Secretary	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  TOBIN PRIOR Tobin Prior	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-60

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

KERZNER NEW YORK, INC.,
By:	/s/  HOWARD B. KERZNER Name:  Howard B. Kerzner Title: President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER NEW YORK, INC.

Signature	Title	Date
/s/  HOWARD B. KERZNER Howard B. Kerzner	President and Director (Principal Executive Officer)	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Executive Vice President—Finance, Chief Financial Officer, Treasurer and Director (Principal Financial and Accounting Officer)	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Senior Vice President and Secretary	November 23, 2005
/s/  RICHARD M. LEVINE Richard M. Levine	Vice President and Director	November 23, 2005

II-61

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England on November 23, 2005.

KERZNER NORTHAMPTON LIMITED,
By:	/s/  MARGARET MARY HOTCHKISS Name:  Margaret Mary Hotchkiss Title: Secretary

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER NORTHAMPTON LIMITED

Signature	Title	Date
/s/  MARGARET MARY HOTCHKISS Margaret Mary Hotchkiss	Secretary	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  TOBIN PRIOR Tobin Prior	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-62

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

KERZNER SERVICIOS MEXICO, S. DE R.L. DE C.V.,
By:	/s/  HOWARD B. KERZNER Name:  Howard B. Kerzner Title: President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER SERVICIOS MEXICO, S. DE R.L. DE C.V.

Signature	Title	Date
/s/  HOWARD B. KERZNER Howard B. Kerzner	President and Manager (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Vice President and Manager	November 23, 2005
/s/  HOWARD KARAWAN Howard Karawan	Vice President	November 23, 2005
/s/  JAMES M. BOOCHER James M. Boocher	Vice President	November 23, 2005
/s/  MONICA DIGILIO Monica Digilio	Vice President	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Vice President	November 23, 2005
/s/  ANNE ROBERTSON Anne Robertson	Vice President	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Vice President, Manager and Authorized Representative in the United States	November 23, 2005

II-63

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England on November 23, 2005.

KERZNER UK GAMING LIMITED,
By:	/s/  MARGARET MARY HOTCHKISS Name: Margaret Mary Hotchkiss Title: Secretary

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER UK GAMING LIMITED

Signature	Title	Date
/s/  MARGARET MARY HOTCHKISS Margaret Mary Hotchkiss	Secretary	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  TOBIN PRIOR Tobin Prior	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-64

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

KERZNER UK LEISURE OPERATIONS HOLDINGS LIMITED,
By:	/s/  GISELLE M. PYFROM Name: Giselle M. Pyfrom Title: Secretary

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER UK LEISURE OPERATIONS HOLDINGS LIMITED

Signature	Title	Date
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Secretary and Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Director	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  TOBIN PRIOR Tobin Prior	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-65

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Fort Lauderdale, Florida on November 23, 2005.

KERZNER UK LEISURE PROPERTY HOLDINGS LIMITED,
By:	/s/  JOHN R. ALLISON Name: John R. Allison Title: Director

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER UK LEISURE PROPERTY HOLDINGS LIMITED

Signature	Title	Date
/s/  JOHN R. ALLISON John R. Allison	Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  TOBIN PRIOR Tobin Prior	Director	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-66

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paris, France on November 23, 2005.

ONE & ONLY RESORTS (DEUTSCHLAND) GMBH,
By:	/s/  ROGER H. WHARTON Name: Roger H. Wharton Title: Director

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

ONE & ONLY RESORTS (DEUTSCHLAND) GMBH

Signature	Title	Date
/s/  ROGER H. WHARTON Roger H. Wharton	Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-67

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paris, France on November 23, 2005.

ONE & ONLY RESORTS (FRANCE) EURL,
By:	/s/  ROGER H. WHARTON Name: Roger H. Wharton Title: Chairman

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

ONE & ONLY RESORTS (FRANCE) EURL

Signature	Title	Date
/s/  ROGER H. WHARTON Roger H. Wharton	Chairman (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-68

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

ONE & ONLY RESORTS LIMITED,
By:	/s/  GISELLE M. PYFROM Name: Giselle M. Pyfrom Title: Director

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

ONE & ONLY RESORTS LIMITED

Signature	Title	Date
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Director	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  JT KUHLMAN JT Kuhlman	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-69

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

ONE & ONLY MANAGEMENT LIMITED,
By:	/s/  GISELLE M. PYFROM Name: Giselle M. Pyfrom Title: Director

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

ONE & ONLY MANAGEMENT LIMITED

Signature	Title	Date
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Director	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  JT KUHLMAN JT Kuhlman	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-70

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Fort Lauderdale, Florida on November 23, 2005.

ONE & ONLY RESORTS (SOUTHERN AFRICA) (PTY) LIMITED,
By:	/s/  JOHN R. ALLISON Name: John R. Allison Title: Director

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

ONE & ONLY RESORTS (SOUTHERN AFRICA) (PTY) LIMITED

Signature	Title	Date
/s/  JACQUELINE MCGOWAN TURNBULL Jacqueline McGowan Turnbull	Director	November 23, 2005
/s/  ADRIAN HOLLIS Adrian Hollis	Director	November 23, 2005
/s/  GRAEME STEPHENS Graeme Stephens	Director	November 23, 2005
/s/  PAUL T. JONES Paul T. Jones	Director	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-71

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

PARADISE ACQUISITIONS LIMITED,
By:	/s/  J. BARRIE FARRINGTON Name: J. Barrie Farrington Title: Secretary

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

PARADISE ACQUISITIONS LIMITED

Signature	Title	Date
/s/  J. BARRIE FARRINGTON J. Barrie Farrington	Secretary and Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Assistant Secretary and Director	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-72

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

PARADISE BEACH INN LIMITED,
By:	/s/  J. BARRIE FARRINGTON Name: J. Barrie Farrington Title: Vice President and Secretary

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

PARADISE BEACH INN LIMITED

Signature	Title	Date
/s/  J. BARRIE FARRINGTON J. Barrie Farrington	Vice President, Secretary and Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  GENE ALBURY Gene Albury	Assistant Secretary	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Assistant Secretary and Director	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-73

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

PARADISE ENTERPRISES LIMITED,
By:	/s/  SOLOMON KERZNER Name: Solomon Kerzner Title: President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

PARADISE ENTERPRISES LIMITED

Signature	Title	Date
/s/  SOLOMON KERZNER Solomon Kerzner	President (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  J. BARRIE FARRINGTON J. Barrie Farrington	Vice President, Secretary and Director	November 23, 2005
/s/  GENE ALBURY Gene Albury	Assistant Secretary	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Assistant Secretary and Director	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-74

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

PARADISE ISLAND FUTURES LIMITED,
By:	/s/  J. BARRIE FARRINGTON Name: J. Barrie Farrington Title: Secretary

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

PARADISE ISLAND FUTURES LIMITED

Signature	Title	Date
/s/  J. BARRIE FARRINGTON J. Barrie Farrington	Secretary and Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Assistant Secretary and Director	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-75

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

PARADISE ISLAND LIMITED,
By:	/s/  J. BARRIE FARRINGTON Name: J. Barrie Farrington Title: Senior Vice President and Secretary

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

PARADISE ISLAND LIMITED

Signature	Title	Date
/s/  J. BARRIE FARRINGTON J. Barrie Farrington	Senior Vice President, Secretary and Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  GENE ALBURY Gene Albury	Assistant Secretary	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Assistant Secretary and Director	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-76

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

PARADISE MARINA CONDOMINIUM INVESTMENTS LIMITED,
By:	/s/  J. BARRIE FARRINGTON Name: J. Barrie Farrington Title: President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

PARADISE MARINA CONDOMINIUM INVESTMENTS LIMITED

Signature	Title	Date
/s/  J. BARRIE FARRINGTON J. Barrie Farrington	President and Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Secretary and Director	November 23, 2005
/s/  TANYA A. NUNEZ Tanya A. Nunez	Assistant Secretary	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-77

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

PARADISE SECURITY SERVICES LIMITED,
By:	/s/  J. BARRIE FARRINGTON Name: J. Barrie Farrington Title: Senior Vice President and Assistant Secretary

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

PARADISE SECURITY SERVICES LIMITED

Signature	Title	Date
/s/  J. BARRIE FARRINGTON J. Barrie Farrington	Senior Vice President, Assistant Secretary and Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  GENE ALBURY Gene Albury	Treasurer	November 23, 2005
/s/  CLEOMI PARKER Cleomi Parker	Secretary	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Assistant Secretary and Director	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-78

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Fort Lauderdale on November 23, 2005.

PIV, INC.,
By:	/s/  JOHN R. ALLISON Name: John R. Allison Title: President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

PIV, INC.

Signature	Title	Date
/s/  JOHN R. ALLISON John R. Allison	President and Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  HOWARD KARWAN Howard Karwan	Vice President and Assistant Secretary	November 23, 2005
/s/  CYNTHIA HOWLAND Cynthia Howland	Vice President	November 23, 2005
/s/  RICHARD M. LEVINE Richard M. Levine	Vice President and Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Secretary	November 23, 2005

II-79

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Amsterdam, The Netherlands on November 23, 2005.

PURPOSEFUL BV,
By:	/s/  TRUST INTERNATIONAL MANAGEMENT (T.I.M.) BV Name: Trust International Management (T.I.M.) BV Title: Director

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

PURPOSEFUL BV

Signature	Title	Date
/s/  TRUST INTERNATIONAL MANAGEMENT (T.I.M.) BV Trust International Management (T.I.M.) BV	Director (Principal Executive, Financial and	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-80

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paris, France on November 23, 2005.

SOLEA VACANCES SA,
By:	/s/  ROGER H. WHARTON Name: Roger H. Wharton Title: President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

SOLEA VACANCES SA

Signature	Title	Date
/s/  ROGER H. WHARTON Roger H. Wharton	President and Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  GUY ZEKRI Guy Zekri	Director Generale and Director	November 23, 2005
/s/  ROGER DARMON Roger Darmon	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-81

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Fort Lauderdale, Florida on November 23, 2005.

WORLD LEISURE HOLIDAYS (PTY.) LIMITED,
By:	/s/  JOHN R. ALLISON Name: John R. Allison Title: Director

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. world leisure holidays (pty.) limited

WORLD LEISURE HOLIDAYS (PTY.) LIMITED

Signature	Title	Date
/s/  ADRIAN CHRISTOPHER HOLLIS Adrian Christopher Hollis	Director	November 23, 2005
/s/  JACQUELINE MCGOWAN TURNBULL Jacqueline McGowan Turnbull	Director	November 23, 2005
/s/  PAUL T. JONES Paul T. Jones	Director	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Director (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-82

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

KERZNER INVESTMENTS PENNSYLVANIA, INC.
By:	/s/  HOWARD B. KERZNER Name: Howard B. Kerzner Title: President

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INVESTMENTS PENNSYLVANIA, INC.

Signature	Title	Date
/s/  HOWARD B. KERZNER Howard B. Kerzner	President and Director	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Executive Vice President-Finance, Chief Financial Officer, Treasurer and Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Senior Vice President and Secretary	November 23, 2005
/s/  RICHARD M. LEVINE Richard M. Levine	Vice President and Director	November 23, 2005

II-83

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Paradise Island, The Bahamas on November 23, 2005.

KERZNER INTERNATIONAL MANAGEMENT LIMITED
By:	/s/  SOLOMON KERZNER Name: Solomon Kerzner Title: Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below appoints Richard M. Levine, Howard B. Kerzner, John R. Allison, Giselle M. Pyfrom and William C. Murtha as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KERZNER INTERNATIONAL MANAGEMENT LIMITED

Signature	Title	Date
/s/  SOLOMON KERZNER Solomon Kerzner	Chief Executive Officer and Chairman (Principal Executive, Financial and Accounting Officer)	November 23, 2005
/s/  STC INTERNATIONAL STC International	Secretary	November 23, 2005
/s/  GISELLE M. PYFROM Giselle M. Pyfrom	Assistant Secretary and Director	November 23, 2005
/s/  JOHN R. ALLISON John R. Allison	Director	November 23, 2005
/s/  HOWARD B. KERZNER Howard B. Kerzner	Director	November 23, 2005
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States	November 23, 2005

II-84

QuickLinks

REGISTRANT GUARANTORS
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
FORWARD-LOOKING STATEMENTS
MARKET DATA
PROSPECTUS SUMMARY
Summary of the Terms of the Exchange Offer
Summary of the Terms of the New Notes
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA
RISK FACTORS
USE OF PROCEEDS
CASH, CAPITALIZATION AND INDEBTEDNESS
RATIO OF EARNINGS TO FIXED CHARGES
THE EXCHANGE OFFER
DESCRIPTION OF OTHER INDEBTEDNESS
DESCRIPTION OF NEW NOTES
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
POWER OF ATTORNEY
KERZNER INTERNATIONAL LIMITED
SIGNATURES
POWER OF ATTORNEY
ABERDEEN MANAGEMENT LIMITED
SIGNATURES
POWER OF ATTORNEY
BIRBO NV
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
KERZNER HOTELS INTERNATIONAL MANAGEMENT NV
SIGNATURES
POWER OF ATTORNEY
KERZNER INTERNATIONAL BAHAMAS LIMITED
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
KERZNER INTERNATIONAL EMPLOYMENT SERVICES LIMITED
SIGNATURES
POWER OF ATTORNEY
KERZNER INTERNATIONAL FINANCE (BVI) LIMITED
SIGNATURES
POWER OF ATTORNEY
KERZNER INTERNATIONAL MANAGEMENT FZ-LLC (DUBAI FREE ZONE)
SIGNATURES
POWER OF ATTORNEY
KERZNER INTERNATIONAL MANAGEMENT (MOROCCO) LIMITED
SIGNATURES
POWER OF ATTORNEY
KERZNER INTERNATIONAL MANAGEMENT SERVICES HOLDING, LLC
SIGNATURES
POWER OF ATTORNEY
KERZNER INTERNATIONAL MANAGEMENT SERVICES, INC.
SIGNATURES
POWER OF ATTORNEY
KERZNER INTERNATIONAL MANAGEMENT SERVICES MEXICO, S. DE R.L. DE C.V.
SIGNATURES
POWER OF ATTORNEY
KERZNER INTERNATIONAL MARINE PROJECTS LIMITED
SIGNATURES
POWER OF ATTORNEY
KERZNER INTERNATIONAL MARKETING, INC.
SIGNATURES
POWER OF ATTORNEY
KERZNER INTERNATIONAL MARKETING (UK) LIMITED
SIGNATURES
POWER OF ATTORNEY
KERZNER INTERNATIONAL MOROCCO HOLDINGS LIMITED
SIGNATURES
POWER OF ATTORNEY
KERZNER INTERNATIONAL NEVADA, INC.
SIGNATURES
POWER OF ATTORNEY
KERZNER INTERNATIONAL NEW YORK, INC.
SIGNATURES
POWER OF ATTORNEY
KERZNER INTERNATIONAL NORTH AMERICA, INC.
SIGNATURES
POWER OF ATTORNEY
KERZNER INTERNATIONAL PALM ISLAND LIMITED
SIGNATURES
SIGNATURES
POWER OF ATTORNEY
KERZNER INVESTMENTS MOROCCO LIMITED
SIGNATURES
POWER OF ATTORNEY
KERZNER INVESTMENTS PALMILLA, INC.
SIGNATURES
POWER OF ATTORNEY
KERZNER MANCHESTER LIMITED
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
KERZNER UK GAMING LIMITED
SIGNATURES
POWER OF ATTORNEY
KERZNER UK LEISURE OPERATIONS HOLDINGS LIMITED
SIGNATURES
POWER OF ATTORNEY
KERZNER UK LEISURE PROPERTY HOLDINGS LIMITED
SIGNATURES
POWER OF ATTORNEY
ONE & ONLY RESORTS (DEUTSCHLAND) GMBH
SIGNATURES
POWER OF ATTORNEY
ONE & ONLY RESORTS (FRANCE) EURL
SIGNATURES
POWER OF ATTORNEY
ONE & ONLY RESORTS LIMITED
SIGNATURES
POWER OF ATTORNEY
ONE & ONLY MANAGEMENT LIMITED
SIGNATURES
POWER OF ATTORNEY
ONE & ONLY RESORTS (SOUTHERN AFRICA) (PTY) LIMITED
SIGNATURES
POWER OF ATTORNEY
PARADISE ACQUISITIONS LIMITED
SIGNATURES
POWER OF ATTORNEY
PARADISE BEACH INN LIMITED
SIGNATURES
POWER OF ATTORNEY
PARADISE ENTERPRISES LIMITED
SIGNATURES
POWER OF ATTORNEY
PARADISE ISLAND FUTURES LIMITED
SIGNATURES
POWER OF ATTORNEY
PARADISE ISLAND LIMITED
SIGNATURES
POWER OF ATTORNEY
PARADISE MARINA CONDOMINIUM INVESTMENTS LIMITED
SIGNATURES
POWER OF ATTORNEY
PARADISE SECURITY SERVICES LIMITED
SIGNATURES
POWER OF ATTORNEY
PIV, INC.
SIGNATURES
POWER OF ATTORNEY
PURPOSEFUL BV
SIGNATURES
POWER OF ATTORNEY
SOLEA VACANCES SA
SIGNATURES
POWER OF ATTORNEY
WORLD LEISURE HOLIDAYS (PTY.) LIMITED
SIGNATURES
POWER OF ATTORNEY
KERZNER INVESTMENTS PENNSYLVANIA, INC.
SIGNATURES
POWER OF ATTORNEY
KERZNER INTERNATIONAL MANAGEMENT LIMITED

EX-4.2(J)

Exhibit 4.2(j)

KERZNER INTERNATIONAL LIMITED

KERZNER INTERNATIONAL NORTH AMERICA, INC.

As Issuers

8⁷/₈ % Senior Subordinated Notes due 2011

SEVENTH SUPPLEMENTAL INDENTURE

Dated as of September 9, 2005

Supplementing the Indenture dated as of August 14, 2001, among Kerzner International Limited and Kerzner International North America, Inc., as Issuers, the Guarantors named therein and The Bank of New York Trust Company, N.A., as Trustee

THE BANK OF NEW YORK TRUST COMPANY, N.A.

As Trustee

SEVENTH SUPPLEMENTAL INDENTURE dated as of September 9, 2005, among Kerzner International Limited (formerly known as Sun International Hotels Limited), an international business company organized under the laws of the Commonwealth of The Bahamas (the “Company” or “Kerzner International”), Kerzner International North America, Inc. (formerly known as Sun International North America, Inc.), a Delaware corporation and a wholly owned subsidiary of the Company (together with the Company, the “Issuers”), the guarantors listed on the attached Schedule I (collectively, the “Additional Guarantors”) and The Bank of New York Trust Company, N.A. (formerly known as The Bank of New York) (the “Trustee”), as Trustee under the Indenture referred to herein.

WHEREAS, the Issuers, the Guarantors and the Trustee heretofore executed and delivered an Indenture dated as of August 14, 2001, in respect of the Issuers’ 8⁷/₈ % Senior Subordinated Notes due 2011, as supplemented by the Supplemental Indenture dated September 19, 2001, the Second Supplemental Indenture dated May 20, 2002, the Third Supplemental Indenture dated November 18, 2002, the Fourth Supplemental Indenture dated May 7, 2003, the Fifth Supplemental Indenture dated as of September 10, 2004 and the Sixth Supplemental Indenture dated as of March 24, 2005 (such indenture, as supplemented, the “Indenture”);

WHEREAS, the Additional Guarantors each have agreed to become a “Guarantor” under the Indenture, in each case in order to unconditionally guarantee all of the Issuers’ obligations under the Securities pursuant to a Guarantee on the terms and conditions set forth herein; and

WHEREAS, pursuant to Section 9.1 of the Indenture, the parties hereto are authorized to execute and deliver this Seventh Supplemental Indenture.

NOW, THEREFORE, the Issuers, the Additional Guarantors and the Trustee agree as follows for the equal and ratable benefit of the Holders of the Securities:

ARTICLE I

Guarantee

SECTION 1.01.  a.Guarantees.

(i)In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Additional Guarantors hereby irrevocably and unconditionally guarantees, as of the respective effective dates shown on Schedule I hereto, jointly and severally, on a senior subordinated basis (the “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Securities or the obligations of the

Issuers under the Indenture or the Securities, that: (w) the principal and premium (if any) of and interest (and Liquidated Damages, if any) on the Securities will be paid in full when due, whether at the maturity or interest payment date, by acceleration, call for redemption, upon an Change of Control Offer, an Asset Sale Offer or otherwise; (x) all other obligations of the Issuers to the Holders or the Trustee under the Indenture or the Securities will be promptly paid in full or performed, all in accordance with the terms of this Indenture and the Securities; and (y) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, they will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption, upon an Offer to Purchase or otherwise.  Failing payment when due of any amount so guaranteed for whatever reason, each Additional Guarantor shall be obligated to pay the same before failure so to pay becomes an Event of Default.

(ii)Each Additional Guarantor hereby agrees that its obligations with regard to this Guarantee shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or the Indenture, the absence of any action to enforce the same, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstances that might otherwise constitute a legal or equitable discharge or defense of a guarantor.  Each Additional Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers or right to require the prior disposition of the assets of the Issuers to meet its obligations, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Securities and the Indenture.

(iii)If any Holder or the Trustee is required by any court or otherwise to return to either the Issuers or any Additional Guarantor, or any Custodian, Trustee, or similar official acting in relation to either the Issuers or such Additional Guarantor, any amount paid by either the Issuers or such Additional Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.  Each Additional Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.  Each Additional Guarantor further agrees that, as between such Additional Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 6.2 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration as to the Issuers of the obligations guaranteed hereby, and (ii) in the event of any

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declaration of acceleration of those obligations as provided in Section 6.2 of the Indenture, those obligations (whether or not due and payable) will forthwith become due and payable by each of the Additional Guarantors for the purpose of this Guarantee.

(iv)Each Additional Guarantor and by its acceptance of a Security issued hereunder each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Additional Guarantor set forth in Section 1.01(a)(i) not constitute a fraudulent transfer or conveyance for purpose of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar United States Federal or state law.  To effectuate the foregoing intention, the Holders and such Additional Guarantor hereby irrevocably agree that the obligations of such Additional Guarantor under its guarantee set forth in Section 1.01(a)(i) shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Additional Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to the following paragraph of this Section 1.01(a)(iv), result in the obligations of such Additional Guarantor under such guarantee not constituting such a fraudulent transfer or conveyance.

Each Additional Guarantor that makes any payment or distribution under Section 1.01(a)(i) shall be entitled to a contribution from each other Guarantor equal to its Pro Rata amount of such payment or distribution so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.  For purposes of the foregoing, the “Pro Rata amount” of any Guarantor means the percentage of the net assets of all Guarantors held by such Additional Guarantor, determined in accordance with GAAP.

b.Execution and Delivery of Guarantee.

To evidence its Guarantee set forth in Section 1.01(a), each Additional Guarantor agrees that a notation of such Guarantee substantially in the form annexed to the Indenture as Exhibit B shall be endorsed on each Security authenticated and delivered by the Trustee and that this Supplemental Indenture shall be executed on behalf of such Additional Guarantor by one Officer by manual or facsimile signature.

Each Additional Guarantor agrees that its Guarantee set forth in Section 1.01 shall remain in full force and effect and apply to all the Securities notwithstanding any failure to endorse on each Security a notation of such Guarantee.

If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless.

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The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in the Indenture on behalf of each Additional Guarantor.

c.Certain Bankruptcy Events.

Each Additional Guarantor hereby covenants and agrees that in the event of the insolvency, bankruptcy, dissolution, liquidation or reorganization of either of the Issuers, such Additional Guarantor shall not file (or join in any filing of), or otherwise seek to participate in the filing of, any motion or request seeking to stay or to prohibit (even temporarily) execution on the Guarantee and hereby waives and agrees not to take the benefit of any such stay of execution, whether under Section 362 or 105 of the United States Bankruptcy Code or otherwise.

d.Limitation on Merger, Consolidation, etc. of Additional Guarantors.

No Additional Guarantor shall consolidate or merge with or into (whether or not such Additional Guarantor is the surviving person) another person (other than either Issuer or another Guarantor) unless (i) subject to the provisions of the following paragraph, the person formed by or surviving any such consolidation or merger (if other than such Additional Guarantor) assumes all the obligations of such Additional Guarantor pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, pursuant to which such person shall unconditionally guarantee, on a senior subordinated basis, all of such Additional Guarantor’s obligations under such Additional Guarantor’s Guarantee and the Indenture on the terms set forth in the Indenture; and (ii) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred or be continuing.

Notwithstanding the foregoing, upon the sale or disposition (whether by merger, stock purchase, or otherwise) of an Additional Guarantor in its entirety to an entity which is not a Subsidiary or the designation of a Subsidiary as an Unrestricted Subsidiary, which transaction is otherwise in compliance with the Indenture (including, without limitation, the provisions of Section 4.13 of the Indenture), such Additional Guarantor will be deemed released from its obligations under its Guarantee of the Securities; provided, however, that any such termination shall occur only to the extent that all obligations of such Additional Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any Indebtedness of either Issuer or any of their Subsidiaries shall also terminate upon such release, sale or transfer.

SECTION 1.02.  Trustee’s Acceptance.  The Trustee hereby accepts this Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Indenture.

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ARTICLE II

Miscellaneous

SECTION 2.01.  Interpretation.  Upon execution and delivery of this Seventh Supplemental Indenture, the Indenture shall be modified and amended in accordance with this Seventh Supplemental Indenture, and all the terms and conditions of both shall be read together as though they constitute one instrument, except that, in case of conflict, the provisions of this Seventh Supplemental Indenture will control.  The Indenture, as modified and amended by this Seventh Supplemental Indenture, is hereby ratified and confirmed in all respects and shall bind every Holder of Securities.  In case of conflict between the terms and conditions contained in the Securities and those contained in the Indenture, as modified and amended by this Seventh Supplemental Indenture, the provisions of the Indenture, as modified and amended by this Seventh Supplemental Indenture, shall control.

SECTION 2.02.  Conflict with Trust Indenture Act.  If any provision of this Seventh Supplemental Indenture limits, qualifies or conflicts with any provision of the TIA that is required under the TIA to be part of and govern any provision of this Seventh Supplemental Indenture, the provision of the TIA shall control.  If any provision of this Seventh Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Seventh Supplemental Indenture, as the case may be.

SECTION 2.03.  Severability.  In case any provision in this Seventh Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 2.04.  Terms Defined in the Indenture.  All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture.  Where the context requires, the term “Guarantors” includes both the “Additional Guarantors” (defined herein) and the “Guarantors” party to the Indenture.

SECTION 2.05.  Headings.  The Article and Section headings of this Seventh Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 2.06.  Benefits of Supplemental Indenture, etc.  Nothing in this Seventh Supplemental Indenture or the Securities, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Securities, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Seventh Supplemental Indenture or the Securities.

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SECTION 2.07.  Successors.  All agreements of the Issuers and the Additional Guarantors in this Seventh Supplemental Indenture shall bind their successors.  All agreements of the Trustee in this Seventh Supplemental Indenture shall bind its successors.

SECTION 2.08.  Trustee Not Responsible for Recitals.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Seventh Supplemental Indenture or for or in respect of the correctness of the recitals of fact contained herein, all of which recitals are made solely by the Issuers.

SECTION 2.09.  Certain Duties and Responsibilities of the Trustee.  In entering into this Seventh Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

SECTION 2.10.  Governing Law.  This Seventh Supplemental Indenture shall be governed by and construed in accordance with the internal laws of the State of New York, as applied to contracts made and performed within the State of New York, without regard to principles of conflicts of law.The Issuers and each Additional Guarantor hereby irrevocably submit to the jurisdiction of any New York State court sitting in the Borough of Manhattan in the City of New York or any Federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to this Seventh Supplemental Indenture, and irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of the aforesaid courts.  The Issuers and each Additional Guarantor irrevocably waive, to the fullest extent they may effectively do so under applicable law, trial by jury and any objection which they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  Nothing herein shall affect the right of the Trustee or any securityholder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Issuers or any Additional Guarantor in any other jurisdiction.

SECTION 2.11.  Duplicate Originals.  All parties may sign any number of copies or counterparts of this Seventh Supplemental Indenture.  Each signed copy or counterpart shall be an original, but all of them together shall represent the same agreement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each party hereto has caused this Seventh Supplemental Indenture to be signed by its officer thereunto duly authorized as of the date first written above.

KERZNER INTERNATIONAL LIMITED,
	by	/s/	John R. Allison
		Name:	John R. Allison
		Title:	Executive Vice President and Chief
			Financial Officer
	by	/s/	William C. Murtha
		Name:	William C. Murtha
		Title:	Authorized Signatory
KERZNER INTERNATIONAL NORTH AMERICA, INC.,
	by	/s/	John R. Allison
		Name:	John R. Allison
		Title:	Chief Executive Officer
	by	/s/	William C. Murtha
		Name:	William C. Murtha
		Title:	Senior Vice President and Corporate
			Counsel
THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
	by	/s/	Craig A. Kaye
		Name:	Craig A. Kaye
		Title:	Assistant Vice-President

ADDITIONAL GUARANTORS
PARADISE MARINA CONDOMINIUM INVESTMENTS LIMITED,
	by	/s/	William C. Murtha
		Name:	William C. Murtha
		Title:	Authorized Signatory
HURRICANE HOLE MARINA INVESTMENTS LIMITED,
	by	/s/	William C. Murtha
		Name:	William C. Murtha
		Title:	Authorized Signatory
HURRICANE HOLE PROPERTIES LIMITED,
	by	/s/	William C. Murtha
		Name:	William C. Murtha
		Title:	Authorized Signatory

SCHEDULE I

Additional Guarantors	Effective Date of Guarantee
Paradise Marina Condominium Investments Limited	March 11, 2005
Hurricane Hole Marina Investments Limited	June 15, 2005
Hurricane Hole Properties Limited	June 15, 2005

EX-4.2(K)

Exhibit 4.2(k)

KERZNER INTERNATIONAL LIMITED

KERZNER INTERNATIONAL NORTH AMERICA, INC.

As Issuers

8⁷/₈% Senior Subordinated Notes due 2011

EIGHTH SUPPLEMENTAL INDENTURE

Dated as of September 21, 2005

Supplementing the Indenture dated as of August 14, 2001, among Kerzner International Limited and Kerzner International North America, Inc., as Issuers, the Guarantors named therein and The Bank of New York Trust Company, N.A., as Trustee

THE BANK OF NEW YORK TRUST COMPANY, N.A.

As Trustee

EIGHTH SUPPLEMENTAL INDENTURE dated as of September 21, 2005, among Kerzner International Limited (formerly known as Sun International Hotels Limited), an international business company organized under the laws of the Commonwealth of The Bahamas (the “Company” or “Kerzner International”), Kerzner International North America, Inc. (formerly known as Sun International North America, Inc.), a Delaware corporation and a wholly owned subsidiary of the Company (together with the Company, the “Issuers”), the guarantors named in the Indenture referred to herein (the “Guarantors”) and The Bank of New York Trust Company, N.A. (formerly known as The Bank of New York), as trustee (the “Trustee”), under the Indenture referred to herein.

WHEREAS the Issuers, the Guarantors and the Trustee heretofore executed and delivered an Indenture dated as of August 14, 2001, in respect of the Issuers’ 8⁷/₈% Senior Subordinated Notes due 2011, as supplemented by the Supplemental Indenture dated September 19, 2001, the Second Supplemental Indenture dated May 20, 2002, the Third Supplemental Indenture dated November 18, 2002, the Fourth Supplemental Indenture dated May 7, 2003, the Fifth Supplemental Indenture dated as of September 10, 2004, the Sixth Supplemental Indenture dated as of March 24, 2005 and the Seventh Supplement Indenture dated as of September 9, 2005 (such indenture, as supplemented, the “Indenture”);

WHEREAS Section 9.2 of the Indenture provides that the Issuers and the Trustee may amend the Indenture with the written consent of the holders of at least a majority in aggregate principal amount of securities then outstanding;

WHEREAS the Issuers desire to amend the Indenture, as set forth in Article I hereof;

WHEREAS the holders of a majority in aggregate principal amount of the securities outstanding have consented to the amendments effected by this Eighth Supplemental Indenture; and

WHEREAS this Eighth Supplemental Indenture has been duly authorized by all necessary corporate action on the part of the Issuers.

NOW, THEREFORE, the Issuers, Guarantors and the Trustee agree as follows for the equal and ratable benefit of the Holders of the Securities:

ARTICLE I

Amendments

SECTION 1.01.  Deletion of Certain Covenants.  Each of Section 4.3 (Limitation on Restricted Payments), Section 4.7 (Reports), Section 4.9 (Limitation on Transactions with Affiliates), 4.10 (Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock), Section 4.11 (Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries), Section 4.12 (Limitation on Liens Securing Indebtedness), Section 4.13 (Limitation on Sale of Assets and Subsidiary Stock), Section 4.14 (Limitation on Layering Indebtedness), Section 4.15 (Limitation on Lines of Business), Section 4.16 (Limitation on Status as Investment Company), Section 4.17

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(Future Subsidiary Guarantors) and Section 4.18 (Payment for Consent) of the Indenture (collectively, together with (A) clauses (iii) and (iv) of the first paragraph of Section 5.1 and the second paragraph of Section 5.1 and (B) paragraphs (7) and (8) of Section 6.1 of the Indenture, the “Designated Provisions”) is hereby deleted in its entirety and replaced with “Intentionally Omitted.”  All references to such sections shall also be deleted in their entirety.

SECTION 1.02.  Amendment of Section 5.1.  Each of clauses (iii) and (iv) of the first paragraph of Section 5.1 (Limitation on Merger, Sale or Consolidation of Kerzner International) of the Indenture is hereby deleted in its entirety and replaced with “Intentionally Omitted.”  The second paragraph of Section 5.1 of the Indenture is hereby deleted in its entirety and replaced with “Intentionally Omitted.”

SECTION 1.03.  Amendment of Section 6.1.  Notwithstanding any provision in the Indenture to the contrary, each of paragraphs (7) and (8) of Section 6.1 (Events of Default) of the Indenture is hereby deleted in its entirety and replaced with “Intentionally Omitted.”  All references to such clauses shall also be deleted in their entirety.  Each of paragraph (5) and (6) of the Indenture is hereby amended to delete any and all references to “or any of their Significant Subsidiaries.”

SECTION 1.04.  Deletion of Certain Definitions.  Notwithstanding any provision in the Indenture to the contrary, the definition in the Indenture of each capitalized term which occurs only within the Designated Provisions as in effect prior to the execution of this Eighth Supplemental Indenture shall be deleted from the Indenture and shall be of no force or effect.

ARTICLE II

Miscellaneous

SECTION 2.01.  Interpretation.  Upon execution and delivery of this Eighth Supplemental Indenture, the Indenture shall be modified and amended in accordance with this Eighth Supplemental Indenture, and all the terms and conditions of both shall be read together as though they constitute one instrument, except that, in case of conflict, the provisions of this Eighth Supplemental Indenture will control.  The Indenture, as modified and amended by this Eighth Supplemental Indenture, is hereby ratified and confirmed in all respects and shall bind every Holder of Securities.  In case of conflict between the terms and conditions contained in the Securities and those contained in the Indenture, as modified and amended by this Eighth Supplemental Indenture, the provisions of the Indenture, as modified and amended by this Eighth Supplemental Indenture, shall control.

SECTION 2.02.  Conflict with Trust Indenture Act.  If any provision of this Eighth Supplemental Indenture limits, qualifies or conflicts with any provision of the TIA that is required under the TIA to be part of and govern any provision of this Eighth Supplemental Indenture, the provision of the TIA shall control.  If any provision of this Eighth Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Eighth Supplemental Indenture, as the case may be.

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SECTION 2.03.  Severability.  In case any provision in this Eighth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 2.04.  Terms Defined in the Indenture.  All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture.

SECTION 2.05.  Headings.  The Article and Section headings of this Eighth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 2.06.  Benefits of Supplemental Indenture, etc.  Nothing in this Eighth Supplemental Indenture or the Securities, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Securities, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Eighth Supplemental Indenture or the Securities.

SECTION 2.07.  Successors.  All agreements of the Issuers and the Guarantors in this Eighth Supplemental Indenture shall bind their successors.  All agreements of the Trustee in this Eighth Supplemental Indenture shall bind its successors.

SECTION 2.08.  Trustee Not Responsible for Recitals.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Eighth Supplemental Indenture or for or in respect of the correctness of the recitals of fact contained herein, all of which recitals are made solely by the Issuers.

SECTION 2.09.  Certain Duties and Responsibilities of the Trustee.  In entering into this Eighth Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

SECTION 2.10.  Governing Law.  This Eighth Supplemental Indenture shall be governed by and construed in accordance with the internal laws of the State of New York, as applied to contracts made and performed within the State of New York, without regard to principles of conflicts of law.The Issuers and each Guarantor hereby irrevocably submit to the jurisdiction of any New York State court sitting in the Borough of Manhattan in the City of New York or any Federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to this Eighth Supplemental Indenture, and irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of the aforesaid courts.  The Issuers and each Guarantor irrevocably waive, to the fullest extent they may effectively do so under applicable law, trial by jury and any objection which they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  Nothing herein shall affect the right of the Trustee or any securityholder to serve process in any other manner

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permitted by law or to commence legal proceedings or otherwise proceed against the Issuers or any Guarantor in any other jurisdiction.

SECTION 2.11.  Duplicate Originals.  All parties may sign any number of copies or counterparts of this Eighth Supplemental Indenture.  Each signed copy or counterpart shall be an original, but all of them together shall represent the same agreement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each party hereto has caused this Eighth Supplemental Indenture to be signed by its officer thereunto duly authorized as of the date first written above.

KERZNER INTERNATIONAL LIMITED,
	by	/s/	John R. Allison
		Name:	John R. Allison
		Title:	Executive Vice President and Chief
			Financial Officer
	by	/s/	William C. Murtha
		Name:	William C. Murtha
		Title:	Authorized Signatory
KERZNER INTERNATIONAL NORTH AMERICA, INC.,
	by	/s/	John R. Allison
		Name:	John R. Allison
		Title:	Chief Executive Officer
	by	/s/	William C. Murtha
		Name:	William C. Murtha
		Title:	Senior Vice President and Corporate
			Counsel
THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
	by	/s/	Craig A. Kaye
		Name:	Craig A. Kaye
		Title:	Assistant Vice-President

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EX-4.4(A)

Exhibit 4.4(a)

EXECUTION COPY

KERZNER INTERNATIONAL LIMITED

6 ¾% SENIOR SUBORDINATED NOTES DUE 2015

PURCHASE AGREEMENT

September 15, 2005

DEUTSCHE BANK SECURITIES INC.
J.P. MORGAN SECURITIES INC.
BEAR, STEARNS & CO. INC.

GOLDMAN, SACHS & CO.

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

WACHOVIA CAPITAL MARKETS, LLC

WELLS FARGO SECURITIES, LLC
c/o Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005

Ladies and Gentlemen:

Kerzner International Limited, an international business company organized under the laws of the Commonwealth of The Bahamas (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to you (the “Initial Purchasers”) $400,000,000 aggregate principal amount of its 6 ¾% Senior Subordinated Notes due 2015 (the “Securities”), to be issued pursuant to an indenture dated as of the Closing Date (the “Indenture”) between the Company, the Guarantors listed on Schedule II hereto (the “Guarantors”) and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”).  The Securities are to be guaranteed (the “Guarantees”) by the Guarantors.  The Guarantees shall be in the form contained in the Indenture.  Unless the context requires otherwise, all references herein to the Securities shall be deemed to include the Guarantees.

The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Act”), in reliance on an exemption therefrom.  The Company has prepared a preliminary offering memorandum, dated September 14, 2005 (such preliminary offering memorandum together with any document incorporated by reference therein being hereinafter referred to as the “Preliminary Offering Memorandum”), and an offering memorandum, dated September 15, 2005 (such offering memorandum together with any document incorporated by reference therein, in the form first furnished to the Initial Purchasers for use in connection with the offering of Securities, being hereinafter referred to as the “Offering Memorandum”), setting forth information regarding the Company.  The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the

Offering Memorandum in connection with the offering and resale of the Securities.  All capitalized terms used and not defined herein shall have the meaning set forth in the Offering Memorandum.

The Company understands that you propose to make an offering of the Securities on the terms set forth in the Offering Memorandum as soon as you deem advisable after this Agreement has been executed as delivered, (i) to persons in the United States whom you reasonably believe to be qualified institutional buyers (“Qualified Institutional Buyers”) as defined in Rule 144A promulgated by the Securities and Exchange Commission (the “Commission”) under the Act, as such rule may be amended from time to time (“Rule 144A”), in a transaction under Rule 144A, and (ii) to non-”U.S. persons” (as defined in Regulation S under the Act), provided that such offers and sales are made in the manner contemplated by Section 3.

The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company and the Guarantors have agreed, among other things, to file a registration statement (the “Registration Statement”) with the Commission registering the resale of Registrable Securities (as defined in the Registration Rights Agreement) under the Act.

1.Representations And Warranties.  The Company represents and warrants to, and agrees with you that:

(a)As of their respective dates, the Offering Memorandum and the Preliminary Offering Memorandum do not, and at the Closing Date (as defined herein) the Offering Memorandum will not, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties contained in this paragraph (a) shall not apply to statements in or omissions from the Preliminary Offering Memorandum or the Offering Memorandum (or any supplement or amendment to them) made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company by or on behalf of such Initial Purchaser through Deutsche Bank Securities Inc., and the Initial Purchasers acknowledge for all purposes under this Agreement (including this paragraph and Section 7 hereof) that the statements set forth in the last paragraph of the cover page of the Offering Memorandum, the second sentence in the fifth paragraph, the third sentence in the eighth paragraph, the ninth and tenth paragraphs of the section entitled “Plan of Distribution” in the Offering Memorandum constitute the only information (the “Initial Purchasers’ Information”) furnished to the Company by or on behalf of any Initial Purchaser by Deutsche Bank Securities Inc., expressly for use in the Preliminary Offering Memorandum or the Offering Memorandum and that the Initial Purchasers shall not be deemed to have provided any information (and therefore are not responsible for any statements or omissions) pertaining to any arrangement or agreement with respect to any party other than the Initial Purchasers.

(b)Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of its

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jurisdiction of incorporation and has the corporate power and authority to carry on its business as it is currently being conducted or is proposed to be conducted (as discussed in the Offering Memorandum) and to own, lease and operate its properties, and each is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified could not, singly or in the aggregate, have a material adverse effect on the properties, results of operations, financial condition or prospects of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”).

The capitalization of the Company as of June 30, 2005 is as set forth in the Offering Memorandum under the caption “Capitalization” in the column “Actual.”  All of the issued and outstanding shares of capital stock of, or other ownership interests in, each of the subsidiaries of the Company have been duly authorized and validly issued and fully paid and non-assessable, and are owned by the Company, free and clear of any security interest, mortgage, pledge, claim, lien, encumbrance or adverse interest of any nature (each, a “Lien”) and of any restrictions on transfer, voting trusts or other defects of title whatsoever, except for the pledges of the shares of the Company’s subsidiaries under the Fifth Amended and Restated Credit Agreement dated as of July 7, 2004, as amended, among the Company, Kerzner International North America, Inc. (“KINA”), Kerzner International Bahamas Limited, certain of the Company’s subsidiaries, certain financial institutions, and JPMorgan Chase Bank, N.A., as administrative agent (as such agreement may be amended, supplemented, restated or replaced, the “Existing Credit Agreement”).  There are no outstanding subscriptions, rights, warrants, options, calls, convertible or exchangeable securities, commitments of sale or Liens related to or entitling any person to purchase or otherwise to acquire any shares of the capital stock of, or other ownership interest in, the Company or any Guarantor, except as disclosed in the Offering Memorandum.

(c)All the outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights; the relinquishment agreement between Trading Cove Associates (“TCA”) and the Mohegan Tribe conforms in all material respects to the description thereof contained in the Offering Memorandum; each of the agreements described in the Offering Memorandum to which the Company, any of its subsidiaries, Kerzner International Management Limited (“KIML”) or TCA is a party conforms in all material respects to the description thereof contained in the Offering Memorandum, and the Company believes that each such agreement is effective and enforceable against the other party, except as disclosed in the Offering Memorandum.

(d)Neither the Company nor any of its subsidiaries is (i) in violation of its respective charter or by-laws, (ii) in breach or violation of any statute, judgment, decree, order, rule or regulation applicable to any of them or any of their respective properties or assets, or (iii) in default in the performance of any obligation, bond, agreement, debenture, note, or any other evidence of indebtedness or any indenture, mortgage, deed of trust or other contract, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is bound, or to which any of the property of the Company or any of its subsidiaries

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is subject except, in the case of clauses (ii) and (iii), for such defaults that could not reasonably be expected to have a Material Adverse Effect.

(e)The Company has all the requisite corporate power to execute, deliver and perform its obligations under this Agreement, the Registration Rights Agreement and the Indenture and issue and sell the Securities being sold by this Agreement, and each of the Guarantors will have, as of the Closing Date, all the requisite corporate power to execute, deliver and perform its obligations under the Registration Rights Agreement and the Indenture and issue the Guarantees.  The execution, delivery and performance of this Agreement and the Indenture, the issuance and sale of the Securities, compliance by each of the Company and the Guarantors with all the provisions hereof and thereof, as applicable, and the consummation of the transactions contemplated hereby and thereby will not require any consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body (except those already received and such as may be required under state securities laws or Blue Sky laws and with respect to the Registration Rights Agreement, the Act and the regulations of the National Association of Securities Dealers, Inc. (the “NASD”)) and will not conflict with or constitute a breach or violation of (i) any of the charters or by-laws of the Company or any of its subsidiaries, (ii) any of the terms or provisions of, or constitute a default under or cause an acceleration of, any obligation, bond, agreement or condition contained in any bond, note, debenture or other evidence of indebtedness or any indenture, mortgage, deed of trust or other contract, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is bound, or to which any of the property of the Company or any of its subsidiaries is subject or (iii) any laws, administrative regulations or rulings or orders of any court or governmental agency, body or official having jurisdiction over the Company, any of its subsidiaries or their respective properties, except in the case of clauses (ii) and (iii) for such conflicts, breaches or violations that could not reasonably be expected to have a Material Adverse Effect.

(f)No action has been taken and no statute, rule, regulation or order has been enacted, adopted or issued by any governmental body, agency or official which prevents the issuance of the Securities, prevents or suspends the use of the Offering Memorandum or the Preliminary Offering Memorandum or suspends the sale of the Securities in any jurisdiction referred to in Section 4(a) hereof; no injunction, restraining order or order of any nature by any foreign, federal or state court of competent jurisdiction has been issued with respect to the Company or any of its subsidiaries which would prevent or suspend the issuance or sale of the Securities or the use of the Offering Memorandum or the Preliminary Offering Memorandum in any jurisdiction referred to in Section 4(a) hereof; and no action, suit or proceeding before any court or arbitrator or any governmental body, agency or official, domestic or foreign, is pending against or, to the best knowledge of the Company, threatened against, the Company or any of its subsidiaries which, if adversely determined, could interfere with or adversely affect the issuance of the Securities or in any manner draw into question the validity of this Agreement, the Securities, the Indenture or the Registration Rights Agreement.

(g)There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, pending against or, to the knowledge of the Company, affecting the Company or any of its subsidiaries or any of their respective assets or

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properties, which could have a Material Adverse Effect, or which could materially and adversely affect the performance by the Company of its obligations pursuant to this Agreement or the transactions contemplated hereby and, to the best knowledge of the Company, except as disclosed in the Offering Memorandum, no such action, suit or proceeding is threatened or contemplated.

(h)No labor disturbance by the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is imminent and the Company is not aware of any existing or imminent labor disturbances by the employees of any of its or any subsidiary’s principal suppliers, manufacturers’, customers or contractors, which, in either case, could (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect.

(i)Except as disclosed in the Offering Memorandum (i) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign laws or regulations relating to pollution or protection of human health or the environment (collectively, the “Environmental Laws”); and (ii) (A) neither the Company nor any of its subsidiaries has received any communication (written or oral), whether from a governmental authority or otherwise, alleging any such violation or noncompliance, and there are no circumstances, either past or present or that are reasonably foreseeable, that could reasonably be expected to lead to such violation in the future, (B) there is no pending or, to the best of the Company’s knowledge, threatened claim, action, investigation or notice (written or oral) by any person or entity alleging potential liability for investigatory, cleanup, or governmental responses costs, or natural resources or property damages, or personal injuries, attorneys’ fees or penalties, relating to (x) the presence in or release into the environment of any emissions, discharges or releases of toxic or hazardous substances, materials or wastes or petroleum and petroleum products at any location owned, leased or operated by the Company or any of its subsidiaries, now or in the past, or (y) circumstances forming the basis of any violation or alleged violation of any Environmental Law (collectively, “Environmental Claims”) and (C) to the best knowledge of the Company, there are no past or present actions, activities, circumstances, conditions, events or incidents that could form the basis of any Environmental Claim against the Company or any of its subsidiaries, now or in the past, or against any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law, in each of clauses (i) and (ii) that could reasonably be expected to have a Material Adverse Effect.

(j)Except as disclosed in the Offering Memorandum (i) each of the Company, its subsidiaries, its directors and executive officers named in Item 6 in its Annual Report on Form 20-F for the fiscal year ended December 31, 2004 (the “executive officers”), TCA and KIML has all certificates, consents, exemptions, orders, permits, licenses, authorizations or other approvals or rights of and from, and has made all declarations and filings with, all foreign, federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, including, without limitation, all such authorizations with respect to engaging in gaming, hotel and resort operations, as applicable, in The Bahamas, Connecticut, New Jersey, Mauritius, the Maldives, Mexico, United Arab Emirates, South Africa and United Kingdom required to own, lease, license and use its properties

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and assets and to conduct its current business in the manner described in the Offering Memorandum (each, an “Authorization”), except to the extent that the failure to possess such Authorizations could not reasonably be expected to have a Material Adverse Effect; (ii) all such Authorizations are valid and in full force and effect, except as could not reasonably be expected to have a Material Adverse Effect; (iii) each of the Company, its subsidiaries, each of its executive officers, TCA and KIML is in compliance in all respects with the terms and conditions of all such Authorizations and with the rules and regulations of the regulatory authorities and governing bodies having jurisdiction with respect thereto, except as could not reasonably be expected to have a Material Adverse Effect, and (iv) none of the Company, its subsidiaries, its executive officers, KIML nor TCA has received any notice of proceedings relating to the revocation or modification of any such Authorization and no such Authorization contains any restrictions except as could not reasonably be expected to have a Material Adverse Effect.  Except as disclosed in the Offering Memorandum, none of the Company, any of its subsidiaries, any of its executive officers, KIML nor TCA has any reason to believe that (i) any Regulatory Authority (as defined below) is considering modifying, limiting, conditioning, suspending, revoking or not renewing any such Authorizations of the Company, any of its subsidiaries, any of its executive officers, KIML or TCA or (ii) that the National Indian Gaming Commission, the Bureau of Indian Affairs, or regulatory authorities in The Bahamas, Connecticut, New Jersey, Mauritius, the Maldives, Mexico, United Arab Emirates, South Africa and United Kingdom (collectively the “Regulatory Authorities”), or any other governmental agencies are investigating the Company, any of its subsidiaries, KIML or TCA or related parties (other than normal overseeing reviews of the Regulatory Authorities incident to the gaming, hotel or casino activities of the Company, its subsidiaries, any of its executive officers, KIML and TCA), which investigation could reasonably be expected to have a Material Adverse Effect.

(k)Except as disclosed in the Offering Memorandum or as could not reasonably be expected to have a Material Adverse Effect, the Company and each of its subsidiaries has good and valid title, free and clear of all Liens except Liens for taxes not yet due and payable and except for the pledges under the Existing Credit Agreement, to all property and assets described in the Offering Memorandum as being owned by it and such properties and assets are in the condition and suitable for use as so described.  All leases to which the Company or any of its subsidiaries is a party are valid and binding and no default has occurred or is continuing thereunder, which could reasonably be expected to have a Material Adverse Effect.

(l)The Securities, the Indenture and the Registration Rights Agreement conform or will conform in all material respects to description thereof contained in the Offering Memorandum.

(m)Each of the Company and the Guarantors maintains or is covered by insurance at least in such amounts and covering at least such risks as is adequate for the conduct of its businesses and the value of its properties.

(n)Deloitte & Touche LLP is an independent registered public accounting firm with respect to the Company within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the Public Company Accounting Oversight Board and Commission.

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(o)The financial statements of the Company or any of its subsidiaries, together with the related schedules and notes in the Offering Memorandum, comply as to form in all material respects with the requirements of the Securities Act and present fairly the consolidated financial position, results of operations and changes in financial position of the Company and its subsidiaries at the respective dates or for the respective periods to which they apply; such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) consistently applied throughout the periods involved, except as disclosed therein; and the other financial and statistical information and data set forth in the Offering Memorandum are accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Company.

(p)Except as described in the Offering Memorandum, subsequent to the respective dates as of which information is given in the Offering Memorandum and up to the Closing Date (i) neither the Company nor any of its subsidiaries has incurred any liabilities or obligations, direct or contingent, which are material to the Company and its subsidiaries, singly or in the aggregate, nor entered into any material transaction not in the ordinary course of business, (ii) there has been no decision or judgment in the nature of litigation, administrative or regulatory proceedings or arbitration that could reasonably be expected to have a Material Adverse Effect and (iii) there has not been any material adverse change or any development which could involve, singly or in the aggregate, a material adverse change, in the properties, results of operations, financial condition or prospects of the Company and its subsidiaries, taken as a whole (any of the items set forth in clauses (i), (ii) or (iii) of this paragraph (p), a “Material Adverse Change”).

(q)There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company to or for the benefit of any of the executive officers or directors of the Company or any of their respective family members, except as previously disclosed in writing to you prior to the date of this Agreement.

(r)Neither the Company nor any of its subsidiaries is (i) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”) or (ii) a “holding company” or a “subsidiary company” of a holding company, or an “affiliate” thereof within the meaning of the Public Utility Holding Company Act of 1935, as amended.

(s)No authorization, approval, consent or order of, or filing with, any court or governmental body, agency or official, including the Regulatory Authorities, is necessary in connection with the transactions contemplated by this Agreement except such as may be required by the state securities or Blue Sky laws or regulations and, with respect to the Registration Rights Agreement, the Act and the regulations of the NASD; neither the Company nor any of its affiliates is presently doing business with the government of Cuba or with any person or affiliate located in Cuba; each of this Agreement, the Offering Memorandum, the Registration Rights Agreement and the Indenture has been or will be presented to the Regulatory Authorities to the extent required by law, and such documents and the transactions

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contemplated hereby or thereby have been or will be prior to the Closing Date approved by or on behalf of the Regulatory Authorities to the extent required by law, and such approvals have not been revoked, modified or rescinded.

(t)The Company and each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(u)All material Tax (as defined below) returns required to be filed by the Company and each of its subsidiaries in any jurisdiction have been filed and all such returns are true, complete and correct in all material respects.  All material Taxes that are due or claimed to be due from the Company and its subsidiaries have been paid other than those (i) currently payable without penalty or interest or (ii) being contested in good faith and by adequate proceedings and, in either case, for which adequate reserves have been established on the books and records of the Company and its consolidated subsidiaries in accordance with GAAP.  The Company and its subsidiaries are not parties to any material pending action, proceeding, inquiry or investigation by any governmental authority for the assessment or collection of Taxes, nor does the Company have any knowledge of any such proposed or threatened action, proceeding, inquiry, or investigation.  For purposes of this Agreement, the terms “Tax” and “Taxes” shall mean all federal, state, local and foreign taxes, and other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additional to tax, or penalties applicable thereto.

(v)None of the Company nor any agent acting on its behalf has taken or will take any action that is reasonably likely to cause the issuance or sale of the Securities to violate Regulation T, U or X of the Board of Governors of the Federal Reserve System, in each case as in effect on the Closing Date.

(w)All of the Company’s subsidiaries that are not Guarantors when considered together as if one subsidiary would not constitute a “significant subsidiary” as such term is defined in or by Regulation S-X under the Act.

(x)The Company has not taken, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(y)There are no contracts or other documents (including, without limitation, any voting agreement), which are required to be described in the Offering Memorandum or filed as exhibits to the Offering Memorandum by the Securities Act, the Exchange Act or the Rules and Regulations and which have not been so described or filed.

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(z)No relationship, direct or indirect, exists between or among any of the Company or any affiliate of the Company, on the one hand, and any director, officer, shareholder, customer or supplier of any of them, on the other hand, which is required by the Securities Act or by the Rules and Regulations to be described in the Offering Memorandum which is not so described or is not described as required.

(aa)Neither the Company, any of its subsidiaries nor, to the Company’s knowledge, any of its employees or agents has at any time during the last five years (i) made any unlawful contribution to any candidate for foreign office, or failed to disclose any contribution in violation of applicable law or (ii) made any payment to any federal, state or foreign governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or not prohibited by the applicable law.

(bb)The Securities to be issued and sold hereunder have been duly and validly authorized by the Company and, as of the Closing Date, the Guarantees will have been duly and validly authorized by the Guarantors, and the Securities and the Guarantees, when they are authenticated by the Trustee and issued, sold and delivered in accordance with this Agreement and the Indenture against payment therefor as provided by this Agreement, will have been duly and validly executed, authenticated, issued and delivered and will constitute valid and binding obligations of the Company and the Guarantors, respectively, enforceable against the Company and the Guarantors, respectively, in accordance with their terms and entitled to the benefits provided by the Indenture, except to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity.

(cc)This Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against it in accordance with its terms, except (i) to the extent that enforcement thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (B) general principles of equity and (ii) as rights to indemnity and contribution hereunder may be limited by applicable law.

(dd)The Registration Rights Agreement has been duly and validly authorized by the Company and, as of the Closing Date, will have been duly and validly authorized by the Guarantors, and, when executed and delivered by the Company and the Guarantors, will constitute a valid and binding obligation of the Company and the Guarantors, enforceable against each of them in accordance with its terms, except (i) to the extent that enforcement thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (B) general principles of equity and (ii) as rights to indemnity and contribution thereunder may be limited by applicable law.

(ee)The Indenture has been duly and validly authorized by the Company and, as of the Closing Date, will have been duly and validly authorized by the Guarantors, and when executed and delivered by the Company, the Guarantors and the Trustee,

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will constitute a valid and binding obligation of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with its terms, except to the extent that enforcement thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (B) general principles of equity.  On the Closing Date, the Indenture will conform to the requirements of the Trust Indenture Act of 1939, as amended (the “TIA”) applicable to an indenture that is required to be qualified by the TIA.

(ff)When the Securities are issued and delivered pursuant to this Agreement, such Securities will not be of the same class (within the meaning of Rule 144A) as securities of the Company or any of its subsidiaries which are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.

(gg)Neither the Company nor any of its subsidiaries or any affiliate of any of them (as defined in Rule 501(b) under the Act) has, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Act) which is or will be integrated with the sale of the Securities in a manner that would require the registration of the Securities under the Act; provided, however, that the Company makes no representations or warranties as to the activities of the Initial Purchasers.

(hh)Neither the Company nor or any of its subsidiaries or any person acting on their behalf has (i) engaged, in connection with the offering of the Securities, in any form of general solicitation or general advertising (as those terms are used within the meaning of Regulation D under the Act) or (ii) solicited offers for, or offered or sold, such Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; provided, however, that the Company makes no representations or warranties as to the activities of the Initial Purchasers.

(ii)Neither the Company nor any of its subsidiaries or any affiliate of any of them (as defined in Rule 501(b) under the Act) or any person acting on its or their behalf (other than the Initial Purchasers) has engaged in any directed selling efforts (as that term is defined in Regulation S under the Act) with respect to the Securities; the Company, its subsidiaries and their respective affiliates (as defined in Rule 501(b)) and any person acting on its or their behalf (other than the Initial Purchasers) have complied with the offering restrictions requirement of Regulation S under the Act.

(jj)There is and has been no material failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith applicable to the Company or any of its subsidiaries.

(kk)The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other, (ii) in connection therewith and with the process leading to such transaction each Initial

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Purchaser is acting solely as a principal and not the agent or fiduciary of the Company or any Guarantor, (iii) none of the Initial Purchasers has assumed an advisory or fiduciary responsibility in favor of the Company or any Guarantor with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Initial Purchaser has advised or is currently advising the Company or any Guarantor on other matters) or any other obligation to the Company or any Guarantor except the obligations expressly set forth in this Agreement and (iv) each of the Company and the Guarantors has consulted its own legal and financial advisors to the extent it deemed appropriate.  Each of the Company and the Guarantors agrees that it will not claim that any Initial Purchaser has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or any Guarantor, in connection with such transaction or the process leading thereto.

(ll)Each certificate signed by any officer of the Company or any of its subsidiaries and delivered to the Initial Purchasers or counsel for the Initial Purchasers in connection herewith shall be deemed to be a representation and warranty by the Company or such subsidiary to the Initial Purchasers as to the matters covered thereby.

2.Purchase, Sale And Delivery Of The Securities.  (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company hereby agrees to issue and sell the Securities to the several Initial Purchasers, and (ii) each Initial Purchaser hereby agrees, severally and not jointly, to purchase from the Company, at a purchase price of 98.5% of the principal amount thereof (the “Purchase Price”), the respective principal amount of Securities set forth in Schedule I hereto opposite the name of such Initial Purchaser, plus accrued interest, if any, from September 22, 2005 to the Closing Date.

(b)Delivery of and payment of the Purchase Price for the Securities shall be made in the New York office of Skadden, Arps, Slate, Meagher & Flom LLP at Four Times Square, New York, NY 10036-6522, or at such other location as may be mutually acceptable.  Such delivery and payment shall be made at 10:00 a.m., New York time, on September 22, 2005, or at such other time as shall be agreed upon by you and the Company.  The time and date of such delivery and payment are herein called the “Closing Date.”  Delivery of the Securities shall be made to you for your account against payment of the purchase price for the Securities by wire transfer of immediately available funds to an account or accounts to be designated by the Company at least one business day prior to the Closing Date.

The Securities shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date.  The Company will permit you to examine and package such Securities for delivery at least one full business day prior to the Closing Date.

3.Representation and Warranties Of The Initial Purchasers.  The Initial Purchasers have advised the Company that the Initial Purchasers propose to offer the Securities for resale upon the terms and conditions set forth in this Agreement and as may be set forth in the Offering Memorandum.  Each of the Initial Purchasers hereby, severally, and not jointly, represents and warrants to, and agrees with, the Company that it (i) has not and will not solicit

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offers for, or offer or sell, such Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act, and has not engaged and will not engage in any directed selling efforts in connection with the Securities and has complied and will comply with the offering restrictions requirement of Regulation S, and (ii) will solicit offers for such Securities pursuant to Rule 144A, Regulation S or resales not involving a public offering, as applicable, only from, and will offer, sell or deliver such Securities, as part of its distribution thereof, only to, respectively, (A) in the case of offers inside the United States, persons in the United States whom it reasonably believes to be Qualified Institutional Buyers within the meaning of Rule 144A or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchasers that each such account is a Qualified Institutional Buyer, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A, and (B) in the case of offers outside the United States, to persons other than U.S. persons (“non-U.S. purchasers,” which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained or to be contained in the Offering Memorandum.

Each Initial Purchaser severally agrees that, at or promptly after confirmation of sale of the Securities, other than a sale pursuant to Rule 144A, such Initial Purchaser will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases the Securities from it during the restricted period a confirmation or notice to substantially the following effect:

“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the date of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act.  Terms used above have the meanings given to them by Regulation S.”

4.Covenants Of The Company.  The Company covenants and agrees with the Initial Purchasers as follows:

(a)Each of the Company and the Guarantors will cooperate with the Initial Purchasers in endeavoring to qualify the Securities for sale under the securities laws of such jurisdictions as the Initial Purchasers may reasonably have designated in writing and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose, provided that neither the Company nor any of the Guarantors shall be required to qualify as a foreign corporation or to file a general consent to service of process in

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any jurisdiction where it is not now so qualified or required to file such a consent.  The Company and the Guarantors will, from time to time, prepare and file such statements, reports, and other documents, as are or may be required to continue such qualifications in effect for so long a period as the Initial Purchasers may reasonably request for distribution of the Securities.

(b)At any time prior to the completion of the distribution of the Securities by the Initial Purchasers to purchasers who are not affiliates thereof, the Company will give the Initial Purchasers notice of its intention to prepare any supplement or amendment to the Offering Memorandum, will furnish the Initial Purchasers with copies of any such amendment, supplement or other document a reasonable amount of time prior to such proposed filing or use, and will not use any such amendment or supplement to which the Initial Purchasers or counsel for the Initial Purchasers shall reasonably object within five days of being furnished a copy thereof.

(c)The Company has furnished or will furnish to the Initial Purchasers such number of copies of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendment or supplement thereto) as the Initial Purchasers may reasonably request.

(d)At any time prior to the completion of the distribution of the Securities by the Initial Purchasers to purchasers who are not affiliates thereof, the Company will advise you promptly and, if requested by you, confirm such advice in writing, of the happening of any event that makes any statement of a material fact made in the Offering Memorandum (as amended or supplemented from time to time) untrue or which requires the making of any addition to or change in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  If, during the period specified in the first sentence of this paragraph, any event shall occur as a result of which it is necessary, in the reasonable opinion of counsel for the Initial Purchasers, to amend or supplement the Offering Memorandum in order to make the Offering Memorandum not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Company will forthwith amend or supplement the Offering Memorandum (in form and substance reasonably satisfactory to counsel for the Initial Purchasers) so that, as so amended or supplemented, the Offering Memorandum will not include an untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to the purchaser, not misleading, and the Company will furnish to the Initial Purchasers a reasonable number of copies of such amendment or supplement.

(e)At any time prior to completion of the distribution of the Securities by the Initial Purchasers to purchasers who are not affiliates thereof, the Company and each of its subsidiaries will, as required, file promptly all documents required to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act.

(f)None of the Company or any of its subsidiaries will solicit any offer to buy or offer or sell the Securities by means of any form of general solicitation or general advertising.

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(g)Neither the Company nor any of its subsidiaries or any affiliate of any of them (as defined in Rule 501(b) under the Act) or any person acting on its or their behalf will engage in any directed selling efforts (as that term is defined in Regulation S under the Act) with respect to the Securities.

(h)None of the Company or any of its subsidiaries or any affiliate of any of them (as defined in Rule 501(b) of the Act) will offer, sell or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Act) which will be integrated with the sale of the Securities in a manner that would require the registration of the Securities under the Act.

(i)The Company will apply the net proceeds of its sale of the Securities to purchase all of the 8 7/8% Senior Subordinated Notes due 2011 (the “8 7/8% Notes”) tendered in a tender offer commenced by the Company and KINA for all of the outstanding 8 7/8% Notes on September 12, 2005 (the “Tender Offer”).

(j)During the period from the Closing Date to two years after the Closing Date, neither the Company nor any of its subsidiaries will not, and will not permit any “affiliate” (as defined in Rule 144 under the Act) of any of them to, resell any of the Securities that have been reacquired by them, except for Securities purchased by the Company or its subsidiaries or any of their affiliates and resold in a transaction registered under the Act.

(k)(i)  The Company will, so long as the Securities are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Act, either (i) file reports and other information with the Commission under Section 13 or 15(d) of the Exchange Act, or (ii) in the event it is not subject to Section 13 or 15(d) of the Exchange Act, make available to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon request of such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Act to permit compliance with Rule 144A in connection with resales of the Securities.

(l)The Company will, if requested by the Initial Purchasers, use its best efforts in cooperation with the Initial Purchasers to (i) permit the Securities to be designated as PORTAL-eligible securities in accordance with the rules and regulations adopted by the NASD relating to trading in the NASD’s PORTAL Market (the “PORTAL Market”) and (ii) permit the Securities to be eligible for clearance and settlement through The Depository Trust Company.

(m)Each of the Securities will bear the legend contained in “Notice to Investors” in the Offering Memorandum and upon the other terms stated therein, except after such Securities are resold or exchanged pursuant to a registration statement effective under the Act.

(n)The Company will upon the request of the Initial Purchasers, for the shorter of the period the Securities remain outstanding and five years from the Closing Date, deliver to the Initial Purchasers copies of annual reports and copies of all other documents, reports and information furnished by the Company or any of its subsidiaries to their

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securityholders or filed with any securities exchange pursuant to the requirements of such exchange or with the Commission pursuant to the Act or the Exchange Act.

(o)The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the Securities in such a manner as would require the Company or any of its subsidiaries to register as an investment company under the 1940 Act or the rules and regulations thereunder.

(p)For a period of 90 days after the date of this Agreement, except as described in or contemplated by the Offering Memorandum, the Company will not, without the prior written consent of the Initial Purchasers (which consent will not be unreasonably or untimely withheld), issue, sell, offer or agree to sell, or otherwise dispose of, directly or indirectly, any debt securities of the Company or its subsidiaries (except for subsidiaries organized in the Maldives and the United Arab Emirates, and for subsidiaries organized in The Bahamas and the British Virgin Islands related to projects in the Maldives and the United Arab Emirates and other than the Securities) (it being understood that debt incurred under the Existing Credit Agreement, as amended, or any replacement thereof, is not a debt security).

(q)The Company will timely file such reports pursuant to the Exchange Act as are necessary to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act.

(r)The Company and the Guarantors will not claim the benefit of any usury laws against any holders of Securities or Guarantees, respectively.

(s)The Company will use its reasonable best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.

5.Payment Of Expenses.  The Company agrees with you that, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, it will pay and be responsible for all costs, charges, liabilities, expenses, fees and taxes incurred in connection with or incident to (i) the preparation, printing or reproduction (including word processing), distribution and delivery of the Offering Memorandum (including financial statements and exhibits), each Preliminary Offering Memorandum, and all amendments and supplements to any of them, (ii) the preparation, printing (including word processing), execution, distribution and delivery of this Agreement, the Indenture, the Registration Rights Agreement, the certificates representing the Securities, the preliminary and final Blue Sky memoranda and all other agreements, memoranda, correspondence and other documents printed, distributed and delivered in connection with the offering of the Securities (excluding in each case any fees and disbursements of counsel for the Initial Purchasers, other than such fees and disbursements relating to the printing and delivery of the preliminary and final Blue Sky Memoranda specified in clause (iii) below), (iii) the qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in Section 4 (including in each case the reasonable fees and disbursements of counsel for the Initial Purchasers relating to such qualification and any memoranda relating thereto and any filing fees in connection therewith),

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(iv) furnishing such copies of the Offering Memorandum, the Preliminary Offering Memorandum and all amendments and supplements thereto as may be reasonably requested for use in connection with the offering or sale of the Securities by the Initial Purchasers or by dealers to whom Securities may be sold, (v) the rating of the Securities by one or more rating agencies, if the Securities are so rated, (vi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, (vii) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (viii) all expenses and listing fees incurred in connection with the application for quotation of the Securities on the PORTAL Market and (ix) any other costs and expenses incident to the performance by the Company of its other obligations under this Agreement, including (without limitation) the cost of printing and engraving the certificates representing the Securities and all expenses and taxes incident to the sale and delivery of the Securities to you.  The Company hereby agrees and acknowledge that the Initial Purchasers shall not be responsible for any fees or expenses of the Company in connection with the performance by it of its obligations under this Agreement.

6.Conditions Of Initial Purchasers’ Obligations.  The several obligations of the Initial Purchasers to purchase the Securities under this Agreement are subject to the satisfaction of each of the following conditions:

(a)All the representations and warranties of the Company contained in this Agreement shall be true and correct as of the date hereof and on the Closing Date with the same force and effect as if made on and as of the Closing Date.  The Company shall have performed or complied with all of its obligations and agreements herein contained and required to be performed or complied with by it prior to the Closing Date.

(b)(i) Since the date of the latest balance sheet of the Company included in the Offering Memorandum (exclusive of any amendment or supplement thereto on or after the date of this Agreement) there shall not have been any Material Adverse Change, or any development involving a prospective Material Adverse Change, (ii) since the date of the latest balance sheet of the Company included in the Offering Memorandum (exclusive of any amendment or supplement thereto on or after the date of this Agreement) there shall not have been any Material Adverse Change, or any development involving a prospective Material Adverse Change, in the capital stock or debt of the Company or its subsidiaries, (iii) the Company and its subsidiaries shall have no liability or obligation, direct or contingent, which is material to the Company and its subsidiaries, taken as a whole, other than those reflected in the Offering Memorandum and (iv) on the Closing Date, you shall have received a certificate of the Company, dated the Closing Date, signed by the Chief Financial Officer and another senior officer, in their capacities as officers of the Company, confirming the matters set forth in paragraphs (a) and (b) of this Section 6.

(c)You shall have received on the Closing Date an opinion (reasonably satisfactory to you and counsel for the Initial Purchasers), dated the Closing Date, of Richard M. Levine, Esq., General Counsel of the Company, to the effect that:

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(i)(A) all Authorizations of the Company and its subsidiaries are valid and in full force and effect; and (B) to the best of such counsel’s knowledge, each of the Company, its subsidiaries and TCA is in compliance in all material respects with the terms and conditions of all such Authorizations and with the rules and regulations of the regulatory authorities and governing bodies having jurisdiction with respect thereto, except where the failure to have such Authorizations or to be in compliance could not reasonably be expected to have a Material Adverse Effect;

(ii)the descriptions in the Offering Memorandum of contracts to which any of the Company, any of its subsidiaries, KIML or TCA is a party have been reviewed by such counsel and are accurate summaries thereof in all material respects (except for financial data included therein or omitted therefrom, as to which counsel need express no opinion);

(iii)the Company and each of its subsidiaries is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect;

(iv)none of (A) the Company, the Guarantors, or the subsidiaries of the Company organized or incorporated outside of the Commonwealth of The Bahamas is in violation of its respective charter or by-laws and (B) the Company or its subsidiaries is in default in the performance of any obligation, bond, agreement or condition contained in any bond, note, debenture, indenture or other evidence of indebtedness or any indenture, mortgage, deed of trust or other contract, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of its subsidiaries or their respective property is bound, except, in each case, for defaults which could not reasonably be expected to have a Material Adverse Effect;

(v)there are no legal or governmental proceedings pending or, except as disclosed in the Offering Memorandum, to such counsel’s knowledge, threatened to which the Company or any Guarantor is a party or to which any of its property is subject which, if determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the performance by the Company of its obligations pursuant to this Agreement; and

(vi)the reports which have been filed by the Company with the Commission pursuant to the Exchange Act and incorporated by reference in the Offering Memorandum (in each case except for the financial statements and other information of a statistical, accounting or financial nature, as to which such counsel does not express any view), at the time they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Exchange Act and the Exchange Act Regulations; and

(vii)the execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Indenture by the Company, the issuance and sale of

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the Securities and the Guarantees, and the compliance by the Company with all the provisions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of (A) any of the charters or by-laws of the Company or any of its subsidiaries, (B) any of the terms or provisions of, or constitute a default under, or cause an acceleration of, any obligation, bond, agreement, or condition contained in any bond, note, debenture, or other evidence of indebtedness or any indenture, mortgage, deed of trust or other contract, lease or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or their respective properties are subject or (C) to such counsel’s knowledge, any laws, administrative regulations or rulings or orders of any court or governmental agency, body or official having jurisdiction over the Company, any of its subsidiaries or their respective properties except in the case of clauses (B) and (C) for such conflicts, breaches or violations that could not reasonably be expected to have a Material Adverse Effect.

In addition, such counsel shall state that no facts have come to such counsel’s attention that caused such counsel to believe that the Offering Memorandum, as amended or supplemented, as of its date and the Closing Date, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  Without limiting the foregoing, such counsel may further state that it assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other information of a financial, accounting or statistical nature included in the Offering Memorandum.

(d)You shall have received on the Closing Date an opinion (reasonably satisfactory to you and counsel for the Initial Purchasers), dated the Closing Date, of Giselle M. Pyfrom, Associate General Counsel of the Company, to the effect that:

(i)the Company and each of the Bahamian Guarantors has been duly incorporated, is validly existing as a corporation in good standing under the laws of the Commonwealth of The Bahamas and has the corporate power and authority required to carry on its business as it is currently being conducted or is proposed to be conducted (as discussed in the Offering Memorandum) and to own, lease and operate its properties;

(ii)the Company and each of the Bahamian Guarantors has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Registration Rights Agreement and the Indenture, as applicable, and to authorize, issue and sell the Securities and Guarantees as contemplated by this Agreement;

(iii)the Securities have been duly and validly authorized, executed and delivered by the Company and the Guarantees have been duly and validly authorized, executed and delivered by the Bahamian Guarantors;

(iv)neither the Company nor any of the subsidiaries of the Company organized and incorporated under the laws of the Commonwealth of The Bahamas is in violation of its respective Memorandum of Association or Articles of Association;

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(v)all of the outstanding shares of capital stock of, or other ownership interests in, each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and non-assessable (to the extent governed by Bahamas law), and are owned by the Company, free and clear of any Lien except for the pledges by the Company under the Existing Credit Agreement;

(vi)the Company’s authorized equity capitalization is as set forth in the Offering Memorandum; the capital stock of the Company conforms in all material respects to the description thereof contained in the Offering Memorandum; and the holders of shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Securities; and, except as set forth in the Offering Memorandum, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any Securities for, shares of capital stock of or ownership interests in the Company are outstanding; all the outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable;

(vii)this Agreement, the Registration Rights Agreement and the Indenture have been duly and validly authorized, executed and delivered by the Company;

(viii)the Registration Rights Agreement and the Indenture have been duly and validly authorized, executed and delivered by each of the Bahamian Guarantors;

(ix)the statements in the Offering Memorandum under the captions “Risk Factors—You may have difficulty enforcing judgments against us or our directors or management that reside outside the United States,” “Risk Factors—We are subject to extensive governmental gaming regulation, which may harm our business,” “Risk Factors—Our gaming operations are subject to significant taxation and fees that if increased, could harm our profitability,” and “Certain Tax Considerations—Certain Bahamian Tax Considerations,” insofar as such statements constitute summaries of Bahamian statutes, regulations, legal and governmental proceedings and contracts to which the Company or any of its subsidiaries is a party, have been reviewed by such counsel and are accurate summaries thereof in all material respects;

(x)the execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Indenture by the Company and each of the Bahamian Guarantors, as applicable, the sale of the Securities and the Guarantees, compliance by the Company and each of the Bahamian Guarantors with all the provisions hereof and thereof, as applicable, and the consummation of the transactions contemplated hereby and thereby will not conflict with or constitute a breach or violation of (A) any Bahamian laws or administrative regulations, (B) rulings or orders of any Bahamian court or governmental agency, body or official having jurisdiction over the Company, any of its Bahamian subsidiaries or their respective properties or (C) the respective Memorandum or Articles of Association of the Company or any of its Bahamian subsidiaries;

(xi)no authorization, approval, consent or order of any governmental or regulatory agency, body or official or any court of the Commonwealth of The

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Bahamas is required to be obtained in connection with the sale of the Securities or the consummation of the transactions contemplated by this Agreement; and

(xii)to the best of such counsel’s knowledge, after due inquiry, neither the Company nor any of its Bahamian subsidiaries is in default or violation of any Bahamian laws, administrative regulations or order of any court or governmental agency, body, department, authority, board or official or other regulatory body.

(e)You shall have received on the Closing Date an opinion (reasonably satisfactory to you and counsel for the Initial Purchasers), dated the Closing Date, of Cravath, Swaine & Moore LLP, United States counsel for the Company, to the effect that:

(i)based solely on a certificate from the Secretary of State of the State of New York or the State of Delaware, as applicable, KINA and each of the Guarantors organized in the State of New York or the State of Delaware (collectively, the “Relevant Guarantors”) is a corporation validly existing and in good standing under the under the laws of its jurisdiction of incorporation;

(ii)the Registration Rights Agreement has been duly authorized, executed and delivered by the Relevant Guarantors;

(iii)assuming the due authorization, execution and delivery of the Registration Rights Agreement by the Company, the Guarantors (other than the Relevant Guarantors), and the Initial Purchasers, the Registration Rights Agreement constitutes a valid and legally binding obligation of each of the Company and the Guarantors, enforceable against each of the Company and the Guarantors in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law and subject to customary carve-outs regarding indemnification provisions);

(iv)the Indenture has been duly authorized, executed and delivered by the Relevant Guarantors;

(v)assuming the due authorization, execution and delivery of the Indenture by the Company, the Guarantors (other than the Relevant Guarantors) and the Trustee, the Indenture constitutes a valid and legally binding obligation of each of the Company and the Guarantors, enforceable against each of the Company and the Guarantors in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law);

(vi)the Guarantees have been duly authorized, executed and delivered the Relevant Guarantors;

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(vii)assuming the due authorization of the Securities (including the Guarantees) by the Company and the Guarantors (other than the Relevant Guarantors), when executed and authenticated in accordance with the Indenture and delivered to and paid for by the Initial Purchasers pursuant to the Agreement, the Securities (including the Guarantees) will constitute legal, valid and binding obligations of each of the Company and the Guarantors, entitled to the benefits of the Indenture and enforceable against each of the Company and the Guarantors in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding in equity or at law);

(viii)to such counsel’s knowledge, no authorization, approval or other action by, and no notice to, consent of, order of, or filing with, any United States Federal or New York governmental authority or regulatory body is required for the consummation of the transactions contemplated by the Purchase Agreement, except such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Initial Purchasers; provided, however, that no opinion is expressed in this paragraph (viii) with respect to the Act;

(ix)the Registration Rights Agreement, the Securities (including the Guarantees) and the Indenture conform in all material respects as to legal matters to the descriptions thereof contained in the Offering Memorandum;

(x)the statements made in the Offering Memorandum under the heading “Certain Tax Considerations— Certain U.S. Federal Income Tax Consequences— United States Holders,” insofar as they purport to describe the material U.S. federal income tax consequences of an investment in the Securities by a U.S. Holder (as defined in the Offering Memorandum), fairly summarize the matters therein described;

(xi)the statements made in the Offering Memorandum under the heading “Certain Tax Considerations— Certain U.S. Federal Income Tax Consequences—Non-United States Holders” as they purport to describe the material United States federal tax consequences of an investment in the Securities by a Non-U.S. Holder (as defined in the Offering Memorandum), fairly summarize the matters therein described;

(xii)neither the Company nor any of its subsidiaries is an “investment company” within the meaning of, or is registered or otherwise required to be registered under, the Investment Company Act of 1940, as amended; and

(xiii)assuming (A) the accuracy of, and compliance with, the representations, warranties and covenants of the Company in Section 1 and Section 4 of the Purchase Agreement, (B) the accuracy of, and compliance with, the representations, warranties and covenants of the Initial Purchasers in Section 3 of the Purchase Agreement, (C) the accuracy of the representations and warranties of each of the purchasers to whom the Initial Purchasers initially resell the Securities as specified in “Notice to Investors; Transfer Restriction” in the Offering Memorandum, (D) the compliance by the Initial Purchasers with the offering and

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transfer procedures and restrictions described in the Offering Memorandum and (E) receipt by the purchasers to whom the Initial Purchasers initially resell the Securities of a copy of the Offering Memorandum prior to such sale, it is not necessary in connection with the offer, sale and delivery of the Securities or in connection with the initial resale of such Securities in the manner contemplated by the Purchase Agreement and the Offering Memorandum to register the Securities under the Act, it being understood that no opinion is expressed as to any subsequent resale of any Securities.

In addition, such counsel shall state that it has participated in conferences with certain officers of, and with the accountants for, the Company concerning the preparation of the Offering Memorandum.  Such counsel shall also advise you that, although it has made certain inquiries and investigations in connection with the preparation of the Offering Memorandum, the limitations inherent in the role of outside counsel are such that it cannot and does not assume responsibility for the accuracy or completeness of the statements made in the Offering Memorandum.  Subject to the foregoing, such counsel shall also state that its work in connection with this matter did not disclose any information that gave such counsel reason to believe that the Offering Memorandum, as of its date and the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Without limiting the foregoing, such counsel may further state that it assumes no responsibility for, expresses no view as to, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial, accounting and statistical data included in the Offering Memorandum.  Such counsel may also state that it has assumed in its examination of all relevant documents the genuineness of all signatures, has relied as to factual matters upon the statements of officers and other representatives of the Company and as to matters relating to the laws of other jurisdictions, on the opinions of local counsel for the Company in such jurisdictions, as to which laws such counsel need express no opinion.

(f)You shall have received on the Closing Date an opinion (satisfactory to you and counsel for the Initial Purchasers), dated the Closing Date, of Dorsey & Whitney LLP, special counsel to the Company, to the effect that:

(i)the issuance and sale of the Securities by the Company and the Guarantors, the performance of the Company’s obligations pursuant to the Agreement, and the receipt of payments by TCA under the Mohegan Sun Casino relinquishment agreement, will not violate any federal or tribal law;

(ii)no authorization, approval, consent or order of any federal or tribal authority is required to be obtained under federal or tribal law in connection with the sale of the Securities and the transactions contemplated by the Agreement;

(iii)there is no requirement of federal or tribal law which requires any owner of the Securities, solely in its capacity as an owner of the Securities, to apply

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for or receive any individual license, any individual certificate or any other authorization from any Federal or tribal authority to acquire or hold the Securities;

(iv)each of the Company, its subsidiaries and TCA has obtained such permits from all federal and tribal regulatory or governmental officials, bodies and tribunals as are necessary, under federal and tribal law, for it to conduct its business in the manner described in the Offering Memorandum; and

(v)no permit is required, under federal law, of any employee of the Company, any subsidiary of the Company or TCA, for the Company, its subsidiaries or TCA to conduct their business in the manner described in the Offering Memorandum.

(g)You shall have received on the Closing Date an opinion (satisfactory to you and counsel for the Initial Purchasers), dated the Closing Date, of Rome McGuigan, P.C., special counsel to the Company, to the effect that:

(i)Kerzner Investments Connecticut, Inc. is a validly existing corporation under the laws of the State of Connecticut and has all requisite power and authority to conduct its businesses as described in the Offering Memorandum; Kerzner Investments Connecticut, Inc. filed its Articles of Organization with the Secretary of State of Connecticut on June 30, 1994;

(ii)the Indenture, Purchase Agreement and the Registration Rights Agreement have been duly authorized, executed and delivered by Kerzner Investments Connecticut, Inc.;

(iii)the Guarantee has been duly authorized, executed and delivered by Kerzner Investments Connecticut, Inc.;

(iv)the execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Indenture by the Company and Kerzner Investments Connecticut, Inc., as applicable, the issuance and sale of the Guarantee, compliance by Kerzner Investments Connecticut, Inc. with all of the provisions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not conflict with or constitute a breach or violation of (A) any Connecticut laws or administrative regulations applicable to Kerzner Investments Connecticut, Inc., (B) rulings or orders of any Connecticut court or governmental agency, body or official having jurisdiction over Kerzner Investments Connecticut, Inc. or its properties or (C) the charter and by-laws of Kerzner Investments Connecticut, Inc.;

(v)none of the issuance and sale of the Securities or the performance of the Company’s obligations pursuant to this Agreement, the Registration Rights Agreement or the Indenture or the receipt of payments by TCA under the Mohegan Sun Casino relinquishment agreement will violate any Connecticut statute, rule or regulation with respect to gaming to which the Company, its subsidiaries or TCA is subject or by which any of them is bound or to which any of their properties are subject;

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(vi)no authorization, approval, consent or order of any Connecticut authority with jurisdiction over gaming is required to be obtained in connection with sale of the Securities and the transactions contemplated by this Agreement, the Registration Rights Agreement and the Indenture;

(vii)each of the Company, its subsidiaries, TCA and their employees has such permits from all Connecticut regulatory or governmental officials, bodies and tribunals, with respect to gaming laws, as are necessary to conduct its business in the manner described in the Offering Memorandum; and

(viii)the TCA partnership agreement is a valid and binding agreement of Kerzner Investments Connecticut, Inc., enforceable against Kerzner Investments Connecticut, Inc. in accordance with its terms.

(h)You shall have received on the Closing Date an opinion (reasonably satisfactory to you and counsel for the Initial Purchasers), dated the Closing Date, of Conyers, Dill & Pearman, British Virgin Islands counsel to the Company, to the effect that:

(i)KIML is a corporation duly organized, validly existing and in good standing under the laws of the British Virgin Islands;

(ii)the Indenture and the Registration Rights Agreement have been duly authorized, executed and delivered by KIML;

(iii)the Guarantees have been duly authorized, executed and delivered by KIML;

(iv)the execution, delivery and performance of the Registration Rights Agreement and the Indenture by KIML, the issuance and sale of the Guarantee, compliance by KIML with all the provisions thereof and the consummation of the transactions contemplated thereby will not conflict with or constitute a breach or violation of (i) any British Virgin Islands laws or administrative regulations, (ii) rulings or orders of any British Virgin Islands court or governmental agency, body or official having jurisdiction over KIML or its properties or (iii) the charter and by-laws of KIML; and

(v)to the best knowledge of such counsel, after due inquiry, KIML is not in material default under, or in material violation of, any material laws or regulations or any order of any court or governmental agency, authority, department, board or other regulatory body.

The opinions of Richard M. Levine, Giselle M. Pyfrom, Cravath, Swaine & Moore LLP, Dorsey & Whitney LLP, Rome McGuigan, P.C. and Conyers, Dill & Pearman described in paragraphs (c), (d), (e), (f), (g) and (h) above shall be rendered to you at the request of the Company and shall so state therein.

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(i)You shall have received from Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Initial Purchasers, an opinion dated the Closing Date as to such matters as you may reasonably require.

(j)You shall have received at the Execution Time and on the Closing Date “comfort letters,” dated as of the Execution Time and the Closing Date, respectively, from Deloitte & Touche LLP addressed to the Initial Purchasers and the Board of Directors of the Company and in form and substance reasonably satisfactory to the Initial Purchasers.

(k)The Initial Purchasers shall have been notified by the Nasdaq National Securities Market, Inc. that the Securities have been designated as PORTAL eligible.

(l)The Registration Rights Agreement shall have been executed and delivered by the Company and the Guarantors.

(m)The opinions and certificates mentioned in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in all material respects satisfactory to the Initial Purchasers and to Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Initial Purchasers.

(n)The Company shall have obtained the necessary consent, in writing, to the Existing Credit Agreement permitting the issuance of the Securities and the repurchase of the 8 7/8% Notes.

(o)Since the date of this Agreement, there shall not have occurred a downgrading in the rating assigned to the Securities or any of the Company’s other debt securities, loans, obligations, guarantees or other debt for borrowed money (collectively, the “Debt Obligations”) by any “nationally recognized statistical rating agency,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, and no such securities rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Debt Obligations.

(p)If any of the conditions specified in this Section 6 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to you or to counsel for the Initial Purchasers pursuant to this Section 6 shall not be in all material respects reasonably satisfactory in form and substance to you and special counsel for the Initial Purchasers, all of the Initial Purchasers’ obligations hereunder may be cancelled by you at, or at any time prior to, the Closing Date.  Notice of such cancellation shall be given to the Company in writing, or by telephone, telex or telegraph, confirmed in writing.

7.Indemnification.

(a)The Company agrees to indemnify and hold harmless (i) each Initial Purchaser, (ii) each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, and (iii) the respective officers, directors, partners, employees, representatives and agents of any Initial Purchaser, or

25

any controlling person, against any and all losses, liabilities, claims, damages and out-of-pocket expenses whatsoever (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever incurred in investigating, preparing or defending against any litigation, investigation or proceeding, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any such person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum or the Offering Memorandum, or in any supplement thereto or amendment thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense are caused by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Initial Purchaser Information; provided, further, that the Company shall not be liable to any Initial Purchaser or any person set forth in clauses (ii) and (iii) above with respect to any untrue statement or alleged untrue statement or omission or alleged omission in any preliminary offering memorandum to the extent that any such liabilities of an Initial Purchaser result from the fact that such Initial Purchaser sold Securities to a person as to whom it shall be established by a court of competent jurisdiction in a final judgment not subject to appeal or review that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Offering Memorandum or of the Offering Memorandum as then amended or supplemented if the Company has previously furnished copies thereof to such Initial Purchaser and the liabilities of such Initial Purchaser result from an untrue statement or omission of a material fact contained in the preliminary offering memorandum which was corrected in the Offering Memorandum or in the Offering Memorandum as then amended or supplemented.  This indemnity agreement will be in addition to any liability which the Company may otherwise have, including under this Agreement.

(b)Each Initial Purchaser, severally and not jointly, agrees to indemnify and hold harmless (i) the Company, (ii) each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act and (iii) the respective officers, directors, partners, employees, representatives and agents of the Company, and any controlling person against any and all losses, liabilities, claims, damages and expenses whatsoever (including but not limited to attorneys’ fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum or the Offering Memorandum, or in any amendment thereof or supplement thereto or amendment thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue

26

statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with the Initial Purchaser Information provided by such Initial Purchaser.  This indemnity agreement will be in addition to any liability which the Initial Purchasers may otherwise have, including under this Agreement.  The Company acknowledges that the statements described in Section 1(a) of this Agreement constitute the only Initial Purchaser Information.

(c)Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the commencement thereof (but the failure so to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 7 except to the extent such indemnifying party has been materially prejudiced by such failure as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review).  In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party.  Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by one of the indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the indemnifying parties, it being understood, however, that the indemnifying parties shall not, in connection with any one such action or separate but substantially similar related actions arising out of the same general allegations or circumstances, be liable for fees and expenses of more than one separate firm of attorneys (in addition to any appropriate local counsel) at any time for the indemnified parties.  Anything in this subsection to the contrary notwithstanding, an indemnifying party shall not be liable for any settlement of any claim or action effected without its written consent; provided, however, that such consent was not unreasonably withheld.

8.Contribution.  In order to provide for contribution in circumstances in which the indemnification provided for in Section 7 hereof is for any reason held to be unavailable from any indemnifying party or is insufficient to hold harmless a party indemnified thereunder, then each indemnifying party shall contribute to the aggregate losses, claims, damages, liabilities and expenses of the nature contemplated by such indemnification provision (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claims asserted, but after deducting in the case of losses, claims, damages, liabilities and expenses suffered by the

27

Company, any contribution received by the Company from persons, other than the Initial Purchasers, who may also be liable for contribution, including persons who control the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act and directors of the Company) to which any indemnifying person may be subject, in such proportions as is appropriate to reflect the relative benefits received by the Company and by the Initial Purchasers from the offering of the Securities and the relative fault of the Company and of the Initial Purchasers in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.  The relative benefits received by the Company, on one hand and the Initial Purchasers, on the other hand, shall be deemed to be in the same proportion, (x) in the case of the Company, the total proceeds from the offering (net of initial purchaser discounts and commissions but before deducting expenses) received by the Company and (y) in the case of the Initial Purchasers, the initial purchaser discounts and commissions received by the Initial Purchasers, respectively, in Section 2 of this Agreement.  The relative fault of the Company, on the one hand, and the Initial Purchasers, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or the Initial Purchasers, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The Company and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above.  Notwithstanding the provisions of this Section 8, (i) in no case shall any Initial Purchaser be liable or responsible for any amount in excess of the initial purchaser discount applicable to the Securities purchased by such Initial Purchaser hereunder and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The Initial Purchasers’ obligations to contribute under this Section 8 shall be several in accordance with their respective purchase obligations and not joint.  For purposes of this Section 8, each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act shall have the same rights to contribution as such Initial Purchaser, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act and each director of the Company shall have the same rights to contribution as any, subject in each case to clauses (i) and (ii) of this Section 8.  Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties, notify each party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 8 or otherwise.  No party shall be liable for contribution with respect to any action or claim settled without its consent; provided, however, that such consent was not unreasonably withheld.

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9.Default By An Initial Purchaser.

(a)If any Initial Purchaser or Initial Purchasers shall default in its or their obligation to purchase the Securities hereunder, and if the Securities with respect to which such default relates do not (after giving effect to arrangements, if any, made by you pursuant to subsection (b) below) exceed in the aggregate 10% of the number of Securities, the Securities to which the default relates shall be purchased by the non-defaulting Initial Purchasers in proportion to the respective proportions which the numbers of Securities set forth opposite their respective names in Schedule I hereto bear to the aggregate number of Securities set forth opposite the names of the non-defaulting Initial Purchasers.

(b)In the event that such default relates to more than 10% of the Securities, you may in your discretion arrange for you or for another party or parties (including any non-defaulting Initial Purchaser or Initial Purchasers who so agree) to purchase such Securities to which such default relates on the terms contained herein.  In the event that within five calendar days after such a default you do not arrange for the purchase of the Securities to which such default relates as provided in this Section 9, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 5, 7(a) and 8 hereof) or the Initial Purchasers, but nothing in this Agreement shall relieve a defaulting Initial Purchaser or Initial Purchasers of its or their liability, if any, to the other non-defaulting Initial Purchasers and the Company for damages occasioned by its or their default hereunder.

(c)In the event that the Securities to which the default relates are to be purchased by the non-defaulting Initial Purchasers, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Date for a period, not exceeding five Business Days, in order to effect whatever changes may thereby be made necessary in the Offering Memorandum or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Offering Memorandum which, in the opinion of Initial Purchasers’ counsel, may thereby be made necessary or advisable.  The term “Initial Purchaser” as used in this Agreement shall include any party substituted under this Section 9 with like effect as if it had originally been a party to this Agreement with respect to such Securities.

10.Survival Of Representations And Agreements.  All representations and warranties, covenants and agreements of the Initial Purchasers and the Company contained in this Agreement, including the agreements contained in Section 5, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Initial Purchasers or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of any payment for the Securities to and by the Initial Purchasers.  The representations contained in Section 1 and the agreements contained in Sections 5, 7, 8 and 11(c) hereof shall survive the termination of this Agreement including pursuant to Section 11 hereof.

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11.Termination.

(a)You shall have the right to terminate this Agreement at any time prior to the Closing Date if (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of you will in the immediate future materially disrupt, the market for the Company’s Securities or securities in general; or (ii) trading generally on the New York or American Stock Exchanges shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York or American Stock Exchanges by the New York or American Stock Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (iii) a general banking moratorium has been declared by New York State, federal or Bahamian authorities or if any new restriction materially adversely affecting the distribution of the Securities shall have become effective; or (iv)(A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (B) there shall have been a change in political, financial or economic conditions if the effect of any such event in (A) or (B) is such as in the judgment of you makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Securities on the terms contemplated by the Offering Memorandum; (v) since the date as of which information is given in the Offering Memorandum (exclusive of any amendment or supplement thereto on or after the date of this Agreement), there shall have been any Material Adverse Change, except as described in or contemplated by the Offering Memorandum (excluding any amendment or supplement thereto); or (vi) the suspension of trading of the Company’s ordinary shares by the New York Stock Exchange, the Commission or any other governmental authority (other than any suspension that would not, in your reasonable judgment, make it impracticable or inadvisable to proceed with the offering, sale and delivery of the Securities on the terms contemplated by the Offering Memorandum).

(b)Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.

(c)If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(a) hereof), or if the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Initial Purchasers set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Initial Purchasers, reimburse the Initial Purchasers through you for all out-of-pocket expenses (including the fees and expenses of counsel for the Initial Purchasers), incurred by the Initial Purchasers in connection herewith.

12.Notice.  All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing and effective only on receipt, and, if sent to the Company, will be mailed or delivered to Richard M. Levine, Esq., Kerzner International Limited, Coral Towers, Paradise Island, The Bahamas, with a copy to Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, New York, 10019, Attention:  D. Collier Kirkham, Esq.; or if sent to any Initial Purchaser, will be mailed, delivered or telefaxed and confirmed to it at the address set forth on the first page hereto with a copy to Skadden, Arps, Slate, Meagher & Flom LLP, 300 South Grand Avenue, Suite 3400, Los Angeles, California 90071, Attention:  Nicholas

30

Saggese, Esq., or in any case to such other address as the person to be notified may have requested in writing.

13.Parties.  This Agreement shall inure solely to the benefit of, and shall be binding upon the Initial Purchasers and the Company and the controlling persons, directors, officers, employees and agents referred to in Sections 7 and 8, and their respective successors and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained.  The term “successors and assigns” shall not include a purchaser, in its capacity as such, of Securities from an Initial Purchaser.

14.Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT TO ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

15.Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

16.Headings.  The section headings used herein are for convenience and shall not affect the construction hereof.

17.Definitions.  The terms which follow, when used in this Agreement, shall have the meanings indicated.

“Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, New York or the New York Stock Exchange are authorized or obligated by law or executive order to close.

“Commission” shall mean the Securities and Exchange Commission.

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“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

[Signature page follows.]

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If the foregoing correctly sets forth the understanding between the Initial Purchasers and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us.

Very truly yours,
KERZNER INTERNATIONAL LIMITED
By:	/s/  John R. Allison
	Name:	John R. Allison
	Title:	Executive Vice President and
		Chief Financial Officer
By:	/s/  Richard M. Levine
	Name:	Richard M. Levine
	Title:	Executive Vice President and
		General Counsel

Accepted as of the date first above written:
DEUTSCHE BANK SECURITIES INC.
By:	/s/	A. Drew Goldman
	Name:	A. Drew Goldman
	Title:	Managing Director
By:	/s/	Michael DeFelice
	Name:	Michael DeFelice
	Title:	Managing Director

On behalf of themselves and the other

Initial Purchasers named in Schedule I hereto.

SCHEDULE I

Name of Initial Purchaser	Aggregate Principal Amount of Securities to be Purchased
Deutsche Bank Securities Inc.	$	105,882,353
J.P. Morgan Securities Inc.	$	105,882,353
Bear, Stearns & Co. Inc.	$	47,058,824
Goldman, Sachs & Co.	$	47,058,824
Merrill Lynch, Pierce, Fenner & Smith Incorporated	$	47,058,824
Wachovia Capital Markets, LLC	$	23,529,412
Wells Fargo Securities, LLC	$	23,529,412
Total	$	400,000,000

SCHEDULE II

Guarantors	State or Jurisdiction of Incorporation or Organization
Kerzner International North America, Inc.	Delaware
Kerzner International Bahamas Limited	Bahamas
Island Hotel Company Limited	Bahamas
Paradise Acquisition Limited	Bahamas
Paradise Beach Inn Limited	Bahamas
Paradise Enterprises Limited	Bahamas
Paradise Island Limited	Bahamas
Kerzner Investments Connecticut, Inc.	Connecticut
Kerzner International Management Limited	British Virgin Islands
Aberdeen Management Limited	Channel Islands
Birbo NV	Netherlands Antilles
ISS, Inc.	Florida
Paradise Island Futures Limited	Bahamas
Paradise Security Services Limited	Bahamas
PIV, Inc.	Florida
Purposeful BV	Netherlands
Kerzner Investments California, Inc.	Delaware
Kerzner International New York, Inc.	New York
Kerzner Hotels International (Bermuda) Limited	Bermuda
Kerzner Hotels International Management NV	Netherlands Antilles
Kerzner International Timeshare Limited	Bahamas
Kerzner International Development (Timeshare) Limited	Bahamas
Kerzner International Development Services, Inc.	Delaware
Kerzner International Development Limited	Bahamas
Kerzner International Finance (BVI) Limited	British Virgin Islands
Kerzner International Marketing (UK) Limited	United Kingdom
Kerzner International Marketing, Inc.	Florida
Kerzner International Nevada, Inc.	Nevada
Kerzner New York, Inc.	Delaware
Kerzner International Resorts, Inc.	Florida
Solea Vacances SA	France
Kerzner International Development Services Mexico, S. de R.L. de C.V.	Mexico
Kerzner International Development Services, Inc.	Delaware
Kerzner International Management Services, Inc.	Delaware

Guarantors	State or Jurisdiction of Incorporation or Organization
Kerzner Investments Palmilla, Inc.	Bahamas
Kerzner International California, Inc.	Delaware
Kerzner International Development Services Holding, L.L.C.	Delaware
Kerzner International Management Services Holding, L.L.C.	Delaware
Kerzner International Management Services Mexico, S. de R.L. de C.V.	Mexico
Kerzner Northampton Limited	United Kingdom
Kerzner Servicios Mexico, S. de R.L. de C.V.	Mexico
Kerzner International Development Services (UK) Limited	United Kingdom
Kerzner International Palm Island Limited	British Virgin Islands
Kerzner International UAE Limited	British Virgin Islands
Kerzner International Employment Services Limited	British Virgin Islands
Kerzner International Development FZ-LLC	Dubai Free Zone
Kerzner International Management FZ-LLC	Dubai Free Zone
One&Only Management Limited	British Virgin Islands
One&Only Resorts Limited	British Virgin Islands
Kerzner International Marine Projects Limited	Bahamas
Kerzner Investments BLB, Inc.	Delaware
Kerzner Investments Pennsylvania, Inc.	Delaware
Kerzner UK Leisure Property Holdings Limited	Bahamas
Kerzner UK Leisure Operations Holdings Limited	Bahamas
Kerzner Greenwich Hotel Limited	United Kingdom
Kerzner Greenwich Casino Limited	United Kingdom
Kerzner Glasgow Limited	United Kingdom
Kerzner UK Gaming Limited	United Kingdom
Kerzner Manchester Limited	United Kingdom
Kerzner Investments Morocco Limited	Bahamas
Kerzner International Morocco Holdings Limited	Bahamas
Kerzner International Management (Morocco) Limited	Bahamas
Kerzner International Development (Morocco) Limited	Bahamas
One&Only Resorts (Deutschland) Gmbh	Germany
One&Only Resorts (France) EURL	France

Guarantors	State or Jurisdiction of Incorporation or Organization
One&Only Resorts (Southern Africa) (Pty) Limited	South Africa
World Leisure Holidays (Pty.) Limited	South Africa
Paradise Marina Condominium Investments Limited	Bahamas
Hurricane Hole Marina Investments Limited	Bahamas
Hurricane Hole Properties Limited	Bahamas

EXHIBIT A

Form of Registration Rights Agreement

EX-4.4(B)

Exhibit 4.4(b)

EXECUTION COPY

KERZNER INTERNATIONAL LIMITED,

as Issuer,

THE GUARANTORS NAMED HEREIN

and

THE BANK OF NEW YORK TRUST COMPANY, N.A.,

as Trustee

INDENTURE

Dated as of September 22, 2004

6¾ % Senior Subordinated Notes due 2015

CROSS-REFERENCE TABLE

TIA		Indenture
Section		Section
310	(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	7.10
	(b)	7.8;
		7.10;
		13.2
	(c)	N.A.
311	(a)	7.11
	(b)	7.11
	(c)	N.A.
312	(a)	2.5
	(b)	13.3
	(c)	13.3
313	(a)	7.6
	(b)(1)	N.A.
	(b)(2)	7.6
	(c)	7.6;
		13.2
	(d)	7.6
314	(a)	4.7;
		4.6
	(b)	N.A.
	(c)(1)	2.2;
		7.2;
		13.4
	(c)(2)	7.2;
		13.4
	(c)(3)	N.A.
	(d)	N.A.
	(e)	13.5
	(f)	N.A.
315	(a)	7.1(b)
	(b)	7.5;
		7.6;
		13.2
	(c)	7.1(a)
	(d)	7.2;
		6.11;
		7.1(c)

i

TIA		Indenture
Section		Section
	(e)	6.14
316	(a)(last sentence)	2.9
	(a)(1)(A)	6.11
	(a)(1)(B)	6.12
	(a)(2)	N.A.
	(b)	6.12;
		6.8
317	(a)(1)	6.3
	(a)(2)	6.4
	(b)	2.4
318	(a)	13.1

N.A. means Not Applicable

Note:  This Cross-Reference Table shall not, for any purpose, be deemed to be a part of the Indenture.

ii

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.1	Definitions
Section 1.2	Incorporation by Reference of TIA
Section 1.3	Rules of Construction
ARTICLE II THE SECURITIES
Section 2.1	Form and Dating
Section 2.2	Execution and Authentication
Section 2.3	Registrar and Paying Agent
Section 2.4	Paying Agent to Hold Assets in Trust
Section 2.5	Securityholder Lists
Section 2.6	Transfer and Exchange
Section 2.7	Replacement Securities
Section 2.8	Outstanding Securities
Section 2.9	Treasury Securities
Section 2.10	Temporary Securities
Section 2.11	Cancellation
Section 2.12	Defaulted Interest
Section 2.13	CUSIP Numbers
Section 2.14	Issuance of Additional Securities
ARTICLE III REDEMPTION
Section 3.1	Right of Redemption
Section 3.2	Redemption Pursuant to Gaming Laws
Section 3.3	Notices to Trustee.
Section 3.4	Selection of Securities to Be Redeemed
Section 3.5	Notice of Redemption
Section 3.6	Effect of Notice of Redemption
Section 3.7	Deposit of Redemption Price
Section 3.8	Securities Redeemed in Part
ARTICLE IV COVENANTS
Section 4.1	Payment of Securities
Section 4.2	Maintenance of Office or Agency
Section 4.3	Limitation on Restricted Payments
Section 4.4	Corporate Existence
Section 4.5	Payment of Taxes and Other Claims
Section 4.6	Compliance Certificate; Notice of Default
Section 4.7	Reports
Section 4.8	Waiver of Stay, Extension or Usury Laws
Section 4.9	Limitation on Transactions with Affiliates

iii

Section 4.10	Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock
Section 4.11	Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries
Section 4.12	Limitation on Liens Securing Indebtedness
Section 4.13	Limitation on Sale of Assets and Subsidiary Stock
Section 4.14	Limitation on Layering Indebtedness
Section 4.15	Intentionally Omitted
Section 4.16	Limitation on Status as Investment Company
Section 4.17	Future Subsidiary Guarantors
Section 4.18	Payment for Consent
Section 4.19	Suspended Covenants
Section 4.20	Payment of Additional Amounts
ARTICLE V SUCCESSOR CORPORATION
Section 5.1	Limitation on Merger, Sale or Consolidation of Kerzner International
Section 5.2	Successor Corporation Substituted
ARTICLE VI EVENTS OF DEFAULT AND REMEDIES
Section 6.1	Events of Default
Section 6.2	Acceleration of Maturity Date; Rescission and Annulment
Section 6.3	Collection of Indebtedness and Suits for Enforcement by Trustee
Section 6.4	Trustee May File Proofs of Claim
Section 6.5	Trustee May Enforce Claims Without Possession of Securities
Section 6.6	Priorities
Section 6.7	Limitation on Suits
Section 6.8	Unconditional Right of Holders to Receive Principal, Premium and Interest
Section 6.9	Rights and Remedies Cumulative
Section 6.10	Delay or Omission Not Waiver
Section 6.11	Control by Holders
Section 6.12	Waiver of Past Default
Section 6.13	Undertaking for Costs
Section 6.14	Restoration of Rights and Remedies
ARTICLE VII TRUSTEE
Section 7.1	Duties of Trustee
Section 7.2	Rights of Trustee
Section 7.3	Individual Rights of Trustee
Section 7.4	Trustee’s Disclaimer
Section 7.5	Notice of Default
Section 7.6	Reports by Trustee to Holders
Section 7.7	Compensation and Indemnity
Section 7.8	Replacement of Trustee
Section 7.9	Successor Trustee by Merger, Etc.
Section 7.10	Eligibility; Disqualification
Section 7.11	Preferential Collection of Claims against Issuer

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ARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.1	Option to Effect Legal Defeasance or Covenant Defeasance
Section 8.2	Legal Defeasance and Discharge
Section 8.3	Covenant Defeasance
Section 8.4	Conditions to Legal or Covenant Defeasance
Section 8.5	Deposited Cash and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions
Section 8.6	Repayment to the Issuer
Section 8.7	Reinstatement
ARTICLE IX AMENDMENTS, SUPPLEMENTS AND WAIVERS
Section 9.1	Supplemental Indentures Without Consent of Holders
Section 9.2	Amendments, Supplemental Indentures and Waivers with Consent of Holders
Section 9.3	Compliance with TIA
Section 9.4	Revocation and Effect of Consents
Section 9.5	Notation on or Exchange of Securities
Section 9.6	Trustee to Sign Amendments, Etc.
ARTICLE X RIGHT TO REQUIRE REPURCHASE
Section 10.1	Repurchase of Securities at Option of the Holder upon Change of Control
ARTICLE XI GUARANTEES
Section 11.1	Guarantees
Section 11.2	Execution and Delivery of Guarantee
Section 11.3	Certain Bankruptcy Events
Section 11.4	Limitation on Merger, Consolidation, Etc. of Guarantors
Section 11.5	Future Guarantors
ARTICLE XII SUBORDINATION
Section 12.1	Securities Subordinated to Senior Debt
Section 12.2	No Payment on Securities in Certain Circumstances
Section 12.3	Securities Subordinated to Prior Payment of All Senior Debt on Dissolution, Liquidation or Reorganization
Section 12.4	Securityholders to Be Subrogated to Rights of Holders of Senior Debt
Section 12.5	Obligations of the Issuer Unconditional
Section 12.6	Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice
Section 12.7	Application by Trustee of Assets Deposited with It
Section 12.8	Subordination Rights Not Impaired by Acts or Omissions of the Issuer, Guarantors or Holders of Senior Debt, Etc.; Modifications
Section 12.9	Securityholders Authorize Trustee to Effectuate Subordination of Securities
Section 12.10	Right of Trustee to Hold Senior Debt
Section 12.11	Article XII Not to Prevent Events of Default
Section 12.12	No Fiduciary Duty of Trustee to Holders of Senior Debt

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ARTICLE XIII MISCELLANEOUS
Section 13.1	TIA Controls
Section 13.2	Notices
Section 13.3	Communications by Holders with Other Holders
Section 13.4	Certificate and Opinion as to Conditions Precedent
Section 13.5	Statements Required in Certificate or Opinion
Section 13.6	Rules by Trustee, Paying Agent, Registrar
Section 13.7	Legal Holidays
Section 13.8	Governing Law
Section 13.9	No Adverse Interpretation of Other Agreements
Section 13.10	No Recourse Against Others
Section 13.11	Successors
Section 13.12	Duplicate Originals
Section 13.13	Severability
Section 13.14	Table of Contents, Headings, Etc.

EXHIBITS

Exhibit A — Form of Note

Exhibit B — Form of Guarantee

Schedule A — List of Guarantors as of the date of the Indenture

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THIS INDENTURE, dated as of September 22, 2005, is by and among Kerzner International Limited, an international business company organized under the laws of the Commonwealth of The Bahamas (“Kerzner International” or the “Issuer”), the Guarantors referred to below and The Bank of New York Trust Company, N.A., as Trustee.

Each party hereto agrees as follows for the benefit of each other party and for the equal and ratable benefit of the Holders of the Issuer’s 6¾ % Senior Subordinated Notes due 2015:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1Definitions.

“Acceleration Notice” shall have the meaning specified in Section 6.2.

“Acquired Indebtedness” means Indebtedness or Disqualified Capital Stock of any person existing at the time such person becomes a Subsidiary of the Issuer or is merged or consolidated into or with the Issuer or any of its Subsidiaries.

“Acquisition” means the purchase or other acquisition of any person or all or substantially all the assets of any person by any other person, or the acquisition of assets that constitute all or substantially all of an operating unit of business, whether by purchase, merger, consolidation, or other transfer, and whether or not for consideration.

“Additional Amounts” shall have the meaning specified in Section 4.20.

“Additional Securities” means additional Securities which may be issued after the Issue Date pursuant to this Indenture (other than pursuant to the Exchange Offer or otherwise in exchange for or in replacement of outstanding Securities).  All references herein to “Securities” shall be deemed to include Additional Securities.

“Affiliate” means any person directly or indirectly controlling or controlled by or under direct or indirect common control with Kerzner International.  For purposes of this definition, the term “control” means the power to direct the management and policies of a person, directly or through one or more intermediaries, whether through the ownership of voting securities, by contract, or otherwise, provided, that, with respect to ownership interest in Kerzner International and its Subsidiaries a Beneficial Owner of 10% or more of the total voting power normally entitled to vote in the election of directors, managers or trustees, as applicable, shall for such purposes be deemed to constitute control.

“Affiliate Transaction” shall have the meaning specified in Section 4.9.

“Agent” means any Registrar, Paying Agent or co-Registrar.

“Allowed Non-Recourse Indebtedness” means Indebtedness (a) as to which neither the Issuer nor any of its Subsidiaries (1) provide credit support of any kind (including any

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undertaking, agreement or instrument that would constitute Indebtedness), (2) is directly or indirectly liable (as a guarantor or otherwise), or (3) constitutes the lender, and (b) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any Indebtedness of the Issuer or any of its Subsidiaries to declare a default on such Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Security, the rules and procedures of the Depository, Euroclear and Clearstream that apply to such transfer or exchange at the relevant time.

“Asset Sale” shall have the meaning specified in Section 4.13.

“Asset Sale Offer” shall have the meaning specified in Section 4.13.

“Asset Sale Offer Amount” shall have the meaning specified in Section 4.13.

“Asset Sale Offer Price” shall have the meaning specified in Section 4.13.

“Average Life” means, as of the date of determination, with respect to any security or instrument, the quotient obtained by dividing (i) the sum of the products of (a) the number of years from the date of determination to the date or dates of each successive scheduled principal (or redemption) payment of such security or instrument and (b) the amount of each such respective principal (or redemption) payment by (ii) the sum of all such principal (or redemption) payments.

“Bankruptcy Law” means Title 11, U.S. Code or any similar United States Federal, state or foreign law for the relief of debtors.

“Beneficial Owner” or “beneficial owner” has the meaning attributed to it in Rules 13d-3 and 13d-5 under the Exchange Act (as in effect on the Issue Date), whether or not applicable.

“Board of Directors” means, with respect to any person, the Board of Directors (or, if no such Board of Directors exists, a similar governing body) of such person or any committee of the Board of Directors (or such similar governing body) of such person authorized, with respect to any particular matter, to exercise the power of the Board of Directors (or such similar governing body) of such person.

“Board Resolution” means, with respect to any person, a duly adopted resolution of the Board of Directors of such person.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, New York or the New York Stock Exchange are authorized or obligated by law or executive order to close.

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“Capital Stock” means, with respect to any corporation, any and all shares, interests, rights to purchase (other than convertible or exchangeable Indebtedness that is not otherwise itself capital stock), warrants, options, participations or other equivalents of or interests (however designated) in stock issued by that corporation.

“Capitalized Lease Obligation” means, as applied to any person, any lease of any property (whether real, personal or mixed) of which the discounted present value of the rental obligations of such person, as lessee, in conformity with GAAP, is required to be capitalized on the balance sheet of such person.

“Cash” or “cash” means such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public or private debts.

“Cash Equivalent” means (a) (i) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof), (ii) time deposits and certificates of deposit of any domestic commercial bank of recognized standing having capital and surplus in excess of $500 million or (iii) commercial paper issued by others rated at least A-1 or the equivalent thereof by Standard & Poor’s Corporation or at least P-1 or the equivalent thereof by Moody’s Investors Service, Inc., and in the case of each of (i), (ii) and (iii) above maturing within one year after the date of acquisition or (b) shares of money market mutual funds or similar funds having assets in excess of $500 million.

“Change of Control” means (i) any sale, transfer or other conveyance, whether direct or indirect, of all or substantially all of the assets, on a consolidated basis, of Kerzner International, in one transaction or a series of related transactions (in each case other than to a person that is a Permitted Holder); (ii) any merger or consolidation of Kerzner International with or into any person if, immediately after giving effect to such transaction, any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable) (other than one or more Permitted Holders) is or becomes the “beneficial owner,” directly or indirectly, of more than 50% of the total voting power in the aggregate normally entitled to vote in the election of directors, managers, or trustees, as applicable, of the surviving entity or entities; (iii) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable) (other than one or more Permitted Holders) is or becomes the “beneficial owner,” directly or indirectly, of more than 50% of the total voting power in the aggregate of all classes of Capital Stock of Kerzner International then outstanding normally entitled to vote in elections of directors; (iv) during any period of 12 consecutive months after the Issue Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors of Kerzner International (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of Kerzner International was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of Kerzner International then in office; or (v) the adoption of a plan relating to the liquidation or dissolution of Kerzner International.

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“Change of Control Offer” shall have the meaning specified in Section 10.1.

“Change of Control Purchase Date” shall have the meaning specified in Section 10.1.

“Change of Control Purchase Price” shall have the meaning specified in Section 10.1.

“Change of Control Triggering Event” shall be deemed to have occurred if either of the Rating Agencies shall downgrade or withdraw their rating of the Securities as a result of, or, in any case, within 90 days of, a Change of Control.

“Clearstream” means Clearstream Banking Luxembourg, or its successors.

“Consolidated Coverage Ratio” of any person on any date of determination (a “Transaction Date”) means the ratio, on a pro forma basis, of (a) the aggregate amount of Consolidated EBITDA of such person attributable to continuing operations and businesses (exclusive of amounts attributable to operations and businesses permanently discontinued or disposed of) for the Reference Period to (b) the aggregate Consolidated Fixed Charges of such person (exclusive of amounts attributable to operations and businesses permanently discontinued or disposed of, but only to the extent that the obligations giving rise to such Consolidated Fixed Charges would no longer be obligations contributing to such person’s Consolidated Fixed Charges subsequent to the Transaction Date) during the Reference Period; provided, that for purposes of such calculation, (i) Acquisitions which occurred during the Reference Period or subsequent to the Reference Period and on or prior to the Transaction Date shall be assumed to have occurred on the first day of the Reference Period, (ii) transactions giving rise to the need to calculate the Consolidated Coverage Ratio shall be assumed to have occurred on the first day of the Reference Period, (iii) the incurrence or repayment of any Indebtedness or issuance of any Disqualified Capital Stock during the Reference Period or subsequent to the Reference Period and on or prior to the Transaction Date (and the application of the proceeds therefrom to the extent used to refinance or retire other Indebtedness) (other than Indebtedness incurred under any revolving credit facility) shall be assumed to have occurred on the first day of such Reference Period and (iv) the Consolidated Fixed Charges of such person attributable to interest on any Indebtedness or dividends on any Disqualified Capital Stock bearing a floating interest (or dividend) rate shall be computed on a pro forma basis as if the rate in effect on the Transaction Date had been the applicable rate for the entire period, unless such person or any of its Subsidiaries is a party to an Interest Swap or Hedging Obligation (which shall remain in effect for the 12-month period immediately following the Transaction Date) that has the effect of fixing the interest rate on the date of computation, in which case such rate (whether higher or lower) shall be used.

“Consolidated EBITDA” means, with respect to any person, for any period, the Consolidated Net Income of such person for such period adjusted to add thereto (to the extent deducted from net revenues in determining Consolidated Net Income), without duplication, the sum of (i) Consolidated income tax expense, (ii) Consolidated depreciation and amortization expense, provided that consolidated depreciation and amortization of a Subsidiary that is a less than wholly owned Subsidiary shall only be added to the extent of the equity interest of such

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person in such Subsidiary, (iii) Consolidated Fixed Charges, less any non-cash interest income, and (iv) consolidated preopening expenses.

“Consolidated Fixed Charges” of any person means, for any period, the aggregate amount (without duplication and determined in each case in accordance with GAAP) of (a) interest expensed or capitalized, paid, accrued, or scheduled to be paid or accrued (including, in accordance with the following sentence, interest attributable to Capitalized Lease Obligations) of such person and its Consolidated Subsidiaries during such period, including (i) original issue discount and non-cash interest payments or accruals on any Indebtedness, (ii) the interest portion of all deferred payment obligations and (iii) all commissions, discounts and other fees and charges owed with respect to bankers’ acceptances and letters of credit financings and currency and Interest Swap and Hedging Obligations, in each case to the extent attributable to such period, and (b) the amount of dividends accrued or payable (or guaranteed) by such person or any of its Consolidated Subsidiaries in respect of preferred stock (other than by Subsidiaries of such person to such person or such person’s wholly owned Subsidiaries) other than dividends payable solely in shares of Qualified Capital Stock.  For purposes of this definition, (x) interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by Kerzner International to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP and (y) interest expense attributable to any Indebtedness represented by the guaranty (excluding any Investment Guarantee, but including any interest expense or comparable debt service payments with respect to any Investment Guarantee Indebtedness to the extent such Investment Guarantee Indebtedness is being serviced by such person or any Subsidiary of such person) by such person or a Subsidiary of such person of an obligation of another person shall be deemed to be the interest expense attributable to the Indebtedness guaranteed.

“Consolidated Net Income” means, with respect to any person for any period, the net income (or loss) of such person and its Consolidated Subsidiaries (determined on a consolidated basis in accordance with GAAP) for such period, adjusted to exclude (only to the extent included in computing such net income (or loss) and without duplication): (a) all gains or losses which are either extraordinary (as determined in accordance with GAAP), unusual or non-recurring (including any gain or loss from the sale or other disposition of assets or currency transactions outside the ordinary course of business or from the issuance or sale of any capital stock), (b) the net income, if positive, of any person, other than a Consolidated Subsidiary, in which such person or any of its Consolidated Subsidiaries has an interest, except to the extent of the amount of any dividends or distributions actually paid in cash to such person or a wholly owned Consolidated Subsidiary of such person during such period, but in any case not in excess of such person’s pro rata share of such person’s net income for such period, (c) the net income or loss of any person acquired in a pooling of interests transaction for any period prior to the date of such acquisition, (d) the net income, if positive, of any of such person’s Consolidated Subsidiaries to the extent that the declaration or payment of dividends or similar distributions is not at the time permitted by operation of the terms of its charter or bylaws or any other agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Consolidated Subsidiary, except for restrictions under the Credit Agreement and (e) the cumulative effect of a change in accounting principles.

“Consolidated Net Worth” of any person at any date means the aggregate consolidated stockholders’ equity of such person (plus amounts of equity attributable to preferred

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stock) and its Consolidated Subsidiaries, as would be shown on the consolidated balance sheet of such person prepared in accordance with GAAP, adjusted to exclude (to the extent included in calculating such equity), the amount of any such stockholders’ equity attributable to Disqualified Capital Stock or treasury stock of such person and its Consolidated Subsidiaries.

“Consolidated Subsidiary” means, for any person, each Subsidiary of such person (whether now existing or hereafter created or acquired) the financial statements of which are consolidated for financial statement reporting purposes with the financial statements of such person in accordance with GAAP.

“Credit Agreement” means the Fifth Amended and Restated Credit Agreement, dated as of July 7, 2004, among Kerzner International, Kerzner International North America, Inc., and Kerzner International Bahamas Limited, as borrowers and guarantors, various financial institutions as the lenders, JPMorgan Chase Bank, N.A., as the administrative agent, Deutsche Bank Securities Inc. and Wells Fargo Bank, N.A., as the co-syndication agents, Bank of America, N.A. and Bear Stearns Corporate Lending Inc., as the co-documentation agents, as amended by that certain First Amendment to Credit Agreement, dated as of February 15, 2005, among Kerzner International, Kerzner International Bahamas Limited and Kerzner International North America and certain lenders party thereto, providing for a revolving credit facility, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, as such credit agreement and/or related documents may be amended, restated, supplemented, renewed, replaced or otherwise modified from time to time whether or not with the same agent, trustee, representative lenders or holders, and, subject to the proviso to the next succeeding sentence, irrespective of any changes in the terms and conditions thereof.  Without limiting the generality of the foregoing, the term “Credit Agreement” shall include agreements in respect of Interest Swap and Hedging Obligations entered into for bona fide hedging purposes and not entered into for speculative purposes with lenders party to the Credit Agreement or their affiliates and shall also include any amendment, amendment and restatement, renewal, extension, restructuring, supplement or modification to any Credit Agreement and all refundings, refinancings and replacements of any Credit Agreement, including any credit agreement (i) extending or shortening the maturity of any Indebtedness incurred thereunder or contemplated thereby, (ii) adding or deleting borrowers or guarantors thereunder, so long as borrowers and issuers include one or more of Kerzner International and its Subsidiaries and their respective successors and assigns, (iii) increasing the amount of Indebtedness incurred thereunder or available to be borrowed thereunder, provided that on the date such Indebtedness is incurred it would not be prohibited by Section 4.10 hereof or (iv) otherwise altering the terms and conditions thereof in a manner not prohibited by the terms hereof.

“Custodian” means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

“Debt Incurrence Ratio” shall have the meaning specified in Section 4.10.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

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“Definitive Securities” means Securities that are in the form of the Note attached hereto as Exhibit A that do not include the information called for by footnotes 1 and 3 thereof.

“Depository” means, with respect to the Securities issuable or issued in whole or in part in global form, the person specified in Section 2.3 as the Depository with respect to the Securities, until a successor shall have been appointed and become such pursuant to the applicable provision of this Indenture, and, thereafter, “Depository” shall mean or include such successor.

“Disqualified Capital Stock” means (i) except as set forth in (ii), with respect to any person, Equity Interests of such person that, by their terms or by the terms of any security into which they are convertible, exercisable or exchangeable, are, or upon the happening of an event or the passage of time would be, required to be redeemed or repurchased (including at the option of the holder thereof) by such person or any of its Subsidiaries, in whole or in part, on or prior to the Stated Maturity of the Securities and (ii) with respect to any Subsidiary of such person (other than the Guarantors), any Equity Interests other than any common equity with no preference, privileges, or redemption or repayment provisions.  Notwithstanding the foregoing, any Equity Interests that would constitute Disqualified Capital Stock solely because the holders thereof have the right to require the Issuer to repurchase such Equity Interests upon the occurrence of a change of control or with the proceeds of an asset sale shall not constitute Disqualified Capital Stock if the terms of such Equity Interests provide that the Issuer may not repurchase or redeem any such Equity Interests pursuant to such provisions prior to the Issuer’s purchase of the Securities as are required to be purchased pursuant to the provisions of Section 4.13 and Section 10.1 hereof, as applicable.

“Distribution Compliance Period” means the 40-day restricted period as defined in Regulation S.

“Euroclear” means Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear system.

“Equity Interest” of any person means any shares, interests, participations or other equivalents (however designated) in such person’s equity, and shall in any event include any Capital Stock issued by, or partnership or membership interests in, such person.

“Event of Default” shall have the meaning specified in Section 6.1.

“Event of Loss” means, with respect to any property or asset, any (i) loss, destruction or damage of such property or asset or (ii) any condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such property or asset, or confiscation or requisition of the use of such property or asset.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder.

“Exchange Offer” means the offer by the Issuer and the Guarantors to exchange the Series B Securities and Guarantees thereof for the Original Securities and Guarantees thereof made pursuant to the Registration Rights Agreement.

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“Exempted Affiliate Transaction” means (i) any transaction solely between or among the Issuer, the Guarantors and/or any of the Issuer’s wholly owned Subsidiaries, (ii) payment of reasonable directors’ fees and indemnity provided on behalf of officers, directors or employees of the Issuer or any of its Subsidiaries in connection with the performance by such persons of their duties as officers, directors or employees of the Issuer or such Subsidiaries, (iii) any indemnification or employment agreements or arrangements and benefit plans or arrangements, and any transactions contemplated by any of the foregoing relating to compensation and employee benefits matters, in each case in respect of employees, officers or directors entered into by the Issuer or any of its Subsidiaries in the ordinary course of business in connection with the performance by such persons of their duties as officers, directors or employees of the Issuer or such Subsidiaries, which shall have, in each case, been approved by a majority of the members of the Board of Directors of Kerzner International that are disinterested in respect of such agreements or arrangements or in such transactions, and (iv) any loans to employees, officers or directors made by the Issuer or any of its Subsidiaries in the ordinary course of business, which shall have, in each case, been approved by a majority of the members of the Board of Directors of Kerzner International that are disinterested.

“FF&E Indebtedness” means any Indebtedness of a person to any seller or other person incurred to finance the acquisition (including in the case of a Capitalized Lease Obligation, the lease) or improvement of any Gaming Facility or hotel or gaming or hotel related fixtures, furniture or equipment which is directly related to a Related Business of Kerzner International and which is incurred concurrently with such acquisition and is secured only by the assets so financed.

“GAAP” means United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Public Company Accounting Oversight Board or in such other statements by such other entity as approved by a significant segment of the accounting profession in the United States as in effect on the Issue Date.

“Gaming Authority” means any regulatory body responsible for a gaming license held by Kerzner International or a Subsidiary of Kerzner International or any agency (including, without limitation, any agency established by a United States Federally recognized Indian tribe to regulate gaming on such tribe’s reservation) which has, or may at any time after the Issue Date have, jurisdiction over the gaming activities of the Issuer or any of its Subsidiaries, or any successor to such authority.

“Gaming Facility” means any gaming or parimutuel wagering establishment and other property or assets directly ancillary thereto or used in connection therewith, including any building, restaurant, hotel, theater, parking facilities, retail shops, land, golf courses and other recreation and entertainment facilities, vessel, barge, ship, and equipment.

“Global Security” means a Security that contains the paragraph referred to in footnote 1 and the additional schedule referred to in footnote 3 to the form of Security attached hereto as Exhibit A hereto.

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“Guarantee” shall have the meaning provided in Section 11.1.

“Guarantors” means the entities set forth on Schedule A hereto and any future newly created, acquired or designated Subsidiary of Kerzner International.

“Holder” or “Securityholder” means the person in whose name a Security is registered on the Registrar’s books.

“incur” shall have the meaning specified in Section 4.10.

“Incurrence Date” shall have the meaning specified in Section 4.10.

“Indebtedness” of any person means, without duplication, (a) all liabilities and obligations, contingent or otherwise, of such person to the extent such liabilities and obligations would appear as a liability upon the consolidated balance sheet of such person in accordance with GAAP, (i) in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of such person or only to a portion thereof), (ii) evidenced by bonds, notes, debentures or similar instruments, or (iii) representing the balance deferred and unpaid of the purchase price of any property or services, except those incurred in the ordinary course of its business that would constitute ordinarily trade payables to trade creditors, (b) all liabilities and obligations, contingent or otherwise, of such person (i) evidenced by bankers’ acceptances or similar instruments issued or accepted by banks, (ii) relating to any Capitalized Lease Obligation, or (iii) evidenced by a letter of credit or a reimbursement obligation of such person with respect to any letter of credit; (c) all net obligations of such person under Interest Swap and Hedging Obligations; (d) all liabilities and obligations of others of the kind described in the preceding clause (a), (b) or (c) that such person has guaranteed or that is otherwise its legal liability or which are secured by any assets or property of such person, (e) any and all deferrals, renewals, extensions, refinancing and refundings (whether direct or indirect) of, or amendments, modifications or supplements to, any liability of the kind described in any of the preceding clauses (a), (b) or (c), or this clause (e), whether or not between or among the same parties, and (f) all Disqualified Capital Stock of such person (measured at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends). Notwithstanding the foregoing, (1) an Investment Guarantee shall not constitute Indebtedness and (2) Investment Guarantee Indebtedness shall constitute Indebtedness. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the Fair Market Value of such Disqualified Capital Stock, such Fair Market Value to be determined in good faith by the board of directors (or the equivalent governing body thereof if no such board of directors exists) of the issuer of such Disqualified Capital Stock. The amount of any Indebtedness outstanding as of any date shall be (1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount, but the accretion of original issue discount in accordance with the original terms of Indebtedness issued with an original issue discount will not be deemed to be an incurrence and (2) the principal amount thereof, in the case of any other Indebtedness.

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“Indenture” means this Indenture, as amended or supplemented from time to time in accordance with the terms hereof.

“Initial Purchasers” means Deutsche Banc Alex. Brown, J.P. Morgan Securities Inc., Bear, Stearns & Co. Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wachovia Capital Markets, LLC and Wells Fargo Securities, LLC.

“Interest Payment Date” means the stated due date of an installment of interest on the Securities.

“Interest Swap and Hedging Obligation” means any obligation of any person pursuant to any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate exchange agreement, currency exchange agreement or any other agreement or arrangement designed to protect against fluctuations in interest rates or currency values, including, without limitation, any arrangement whereby, directly or indirectly, such person is entitled to receive from time to time periodic payments calculated by applying either a fixed or floating rate of interest on a stated notional amount in exchange for periodic payments made by such person calculated by applying a fixed or floating rate of interest on the same notional amount.

“Investment” by any person in any other person means (without duplication) (a) the acquisition (whether by purchase, merger, consolidation or otherwise) by such person (whether for cash, property, services, securities or otherwise) of capital stock, bonds, notes, debentures, partnership or other ownership interests or other securities, including any options or warrants, of such other person or any agreement to make any such acquisition; (b) the making by such person of any deposit with, or advance, loan or other extension of credit to, such other person (including the purchase of property from another person subject to an understanding or agreement, contingent or otherwise, to resell such property to such other person) or any commitment to make any such advance, loan or extension (but excluding accounts receivable or deposits arising in the ordinary course of business); (c) other than (i) guarantees of Indebtedness of Kerzner International or any Subsidiary to the extent permitted by Section 4.10 and Section 4.14, and (ii) Investment Guarantees, the entering into by such person of any guarantee of, or other credit support or contingent obligation with respect to, Indebtedness or other liability of such other person; (d) the making of any capital contribution by such person to such other person; (e) the designation by the Board of Directors of Kerzner International of any person to be an Unrestricted Subsidiary; and (f) the making by such person or any Subsidiary of such person of any Investment Guarantee Payment.  Kerzner International shall be deemed to make an Investment in an amount equal to the fair market value of the net assets of any subsidiary (or, if neither Kerzner International nor any of its Subsidiaries has theretofore made an Investment in such subsidiary, in an amount equal to the Investments being made), at the time that such subsidiary is designated an Unrestricted Subsidiary, and any property transferred to an Unrestricted Subsidiary from Kerzner International or a Subsidiary shall be deemed an Investment valued at its fair market value at the time of such transfer.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s (or any successor to the rating agency business thereof) or BBB- (or the equivalent) by S&P (or any successor to the rating agency business thereof).

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“Investment Grade Status” means any time at which the ratings of the Securities by both Moody’s (or any successor to the rating agency business thereof) and S&P (or any successor to the rating agency business thereof) are Investment Grade Ratings.

“Investment Guarantee” means (1) any guarantee (with full rights of subrogation), directly or indirectly, by the Issuer or any Guarantor of Indebtedness of a Permitted Joint Venture, (2) any guarantee (with full rights of subrogation), directly or indirectly, by the Issuer or any Guarantor of Indebtedness of any person to whom the Issuer or any of the Guarantors provide management services pursuant to a Management Services Agreement, which Indebtedness matures by its terms prior to the time (if any) that such Management Services Agreement is scheduled to expire,(3) any guarantee (with full rights of subrogation), directly or indirectly, by the Issuer or any Guarantor of Indebtedness of any person to whom the Issuer, any of the Guarantors or TCA provides management services or development services pursuant to a Native American Services Agreement, which Indebtedness matures by its terms prior to the time (if any) that such Native American Services Agreement is scheduled to expire, or (4) any direct or indirect completion guarantee by the Issuer or any Guarantor, which terminates or expires by its terms prior to the time (if any) that the applicable Native American Services Agreement is scheduled to expire, in connection with any development services or management services provided by the Issuer, any of the Guarantors or TCA, as applicable, pursuant to such Native American Services Agreement; provided that in the case of each of (1), (2), (3) and (4), at the time such guarantee is incurred or such completion guarantee is entered into, the Issuer and the Guarantors are permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio contained in Section 4.10.

“Investment Guarantee Indebtedness” of the Issuer or any Guarantor means any Indebtedness of another person guaranteed by the Issuer or any Guarantor pursuant to an Investment Guarantee, on and after the time the Issuer or such Guarantor makes any interest or comparable debt service payment with respect to such guaranteed Indebtedness.

“Investment Guarantee Payments” means, without duplication, (1)any payments made pursuant to any Investment Guarantee, or (2) the full amount of any Investment Guarantee if, at any time, the person whose Indebtedness is guaranteed by such Investment Guarantee ceases to constitute a Permitted Joint Venture as a result of a decline in the Issuer’s or a Guarantor’s ownership interest to less than 35% as a result of a sale, transfer or other disposition of Capital Stock of such person by the Issuer or such Guarantor, or (3) the full amount of any Investment Guarantee if, at any time, the Management Services Agreement or Native American Services Agreement with respect to the person whose Indebtedness is guaranteed by such Investment Guarantee is terminated without a concurrent replacement thereof that has an expiration after the maturity of all Indebtedness of such person guaranteed by the Issuer or any of the Guarantors.

“Issue Date” means September 22, 2005, the date of the first issuance of the Securities under the Indenture.

“Issuer” means the party named as such in this Indenture until a successor replaces it pursuant to the Indenture and thereafter means such successor.

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“Issuer Request or Issuer Order” means a written request or order signed in the name of the Issuer by two Officers of the Issuer.

“Junior Security” means any Qualified Capital Stock and any Indebtedness of the Issuer or a Guarantor, as applicable, that (i) is subordinated in right of payment to Senior Debt of the Issuer or such Guarantor, as applicable, at least to the same extent as the Securities or the Guarantees, as applicable, (ii) has no scheduled installment of principal due, by redemption, sinking fund payment or otherwise, on or prior to the Stated Maturity of the Securities, (iii) does not have covenants or default provisions materially more beneficial to the holders of the Securities than those in effect with respect to the Securities on the Issue Date and (iv) was authorized by an order or decree of a court of competent jurisdiction that gave effect to (and states in such order or decree that effect has been given to) the subordination of such securities to all Senior Debt of the Issuer or Guarantor, as applicable, not paid in full in cash or Cash Equivalents in connection with such reorganization; provided that all such Senior Debt is assumed by the reorganized corporation and the rights of the holders of any such Senior Debt are not, without the consent of such holders, altered by such reorganization, which consent shall be deemed to have been given if the holders of such Senior Debt, individually or as a class, shall have approved such reorganization.

“KIBL” means Kerzner International Bahamas Limited, a company incorporated under the Companies Act in the Commonwealth of the Bahamas.

“Legal Holiday” shall have the meaning provided in Section 13.7.

“Lien” means any mortgage, charge, pledge, lien (statutory or otherwise), privilege, security interest, hypothecation or other encumbrance upon or with respect to any property of any kind, real or personal, movable or immovable, now owned or hereafter acquired.

“Liquidated Damages” shall have the meaning specified in the Registration Rights Agreement.

“Management Services Agreement” means any written agreement (other than a Native American Services Agreement) pursuant to which the Issuer or any of the Guarantors provide or will provide management services in connection with a Gaming Facility and/or a hotel facility and related amenities.

“Maturity Date,” when used with respect to any Security, means the date on which the principal of such Security becomes due and payable as therein or herein provided, whether at Stated Maturity, a Change of Control Purchase Date, a purchase date with respect to an Asset Sale Offer or by declaration of acceleration, call for redemption or otherwise.

“Moody’s” means Moody’s Investor Services, Inc.

“Native American Services Agreement” means any written agreement pursuant to which the Issuer, any of the Guarantors or TCA provides or will provide development services or management services in connection with a Gaming Facility operated by a Native North American Tribe or agency or instrumentality thereof, provided that the Issuer, such Guarantor or TCA has obtained a customary opinion from outside counsel that such agreement is enforceable.

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“Net Cash Proceeds” means the aggregate amount of Cash or Cash Equivalents received by Kerzner International in the case of a sale of Qualified Capital Stock and by Kerzner International and its Subsidiaries in respect of an Asset Sale plus, in the case of an issuance of Qualified Capital Stock upon any exercise, exchange or conversion of securities (including options, warrants, rights and convertible or exchangeable debt) of Kerzner International that were issued for cash on or after the Issue Date, the amount of cash originally received by Kerzner International upon the issuance of such securities (including options, warrants, rights and convertible or exchangeable debt) less, in each case, the sum of all payments, fees, commissions and reasonable and customary expenses (including, without limitation, the fees and expenses of legal counsel and investment banking fees and expenses) incurred in connection with such Asset Sale or sale of Qualified Capital Stock, and, in the case of an Asset Sale only, less the amount (estimated reasonably and in good faith by Kerzner International) of income, franchise, sales and other applicable taxes required to be paid by Kerzner International or any of its Subsidiaries in connection with such Asset Sale.

“Non-Recourse Indebtedness” means Indebtedness of a person to the extent that under the terms thereof or pursuant to applicable law (i) no personal recourse shall be had against such person for the payment of the principal of or interest or premium, if any, on such Indebtedness, and (ii) enforcement of obligations on such Indebtedness is limited only to recourse against interests in property purchased with the proceeds of the incurrence of such Indebtedness and as to which none of the Issuer or any of its Subsidiaries provides any credit support or is liable.

“Non-Strategic Real Estate” means (i) any real estate on Paradise Island in the Bahamas, other than the real estate upon which the Atlantis Resort & Casino property is located, and (ii) any real property that Kerzner International or any of its Subsidiaries owns as of the Issue Date in Atlantic City, New Jersey.

“Offering Memorandum” means the Offering Memorandum of the Issuer dated September 15, 2005 with respect to the Securities.

“Officer” means, with respect to the Issuer, the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Treasurer, the Controller, or the Secretary or Assistant Secretary.

“Officers’ Certificate” means, with respect to the Issuer or any Guarantor, a certificate signed by two Officers of the Issuer or such Guarantor and otherwise complying with the requirements of Sections 13.4 and 13.5.

“Opinion of Counsel” means a written opinion from legal counsel to the Issuer complying with the requirements of Sections 13.4 and 13.5.  Unless otherwise required by this Indenture, the counsel may be in-house counsel to the Issuer.

“Original Securities” means the 6¾ % Senior Subordinated Securities due 2015, as amended and supplemented from time to time in accordance with the terms hereof, that are issued pursuant to this Indenture on the Issue Date.

“Paying Agent” shall have the meaning specified in Section 2.3.

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“Permitted Holder” means Solomon Kerzner, his immediate family or a trust or similar entity existing solely for his benefit or for the benefit of his immediate family.

“Permitted Indebtedness” means Indebtedness incurred as follows:

(a)           the Issuer and the Guarantors may incur (i) Indebtedness pursuant to the Credit Agreement up to an aggregate principal amount outstanding pursuant to this clause (a) at any time of $900 million (excluding any amounts with respect to Interest Swap and Hedging Obligations), minus the amount of any such Indebtedness retired with Net Cash Proceeds from any Asset Sale or assumed by a transferee in an Asset Sale and (ii) the Issuer and the Guarantors may incur Indebtedness with respect to Interest Swap and Hedging Obligations entered into for bona fide hedging purposes and not entered into for speculative purposes;

(b)           the Issuer and the Guarantors may incur Indebtedness evidenced by the Securities and the Guarantees and represented by this Indenture up to the amounts issued on the Issue Date;

(c)           the Issuer and the Guarantors may incur FF&E Indebtedness on or after the Issue Date, provided, that (i) such FF&E Indebtedness is Non-Recourse Indebtedness and (ii) such Indebtedness shall not constitute more than 100% of the cost (determined in accordance with GAAP) to the Issuer or any such Guarantor, as applicable, of the property so purchased or leased or the cost of the relevant improvements;

(d)           the Issuer and the Guarantors may incur Indebtedness solely in respect of bankers acceptances and performance bonds (to the extent that such incurrence does not result in the incurrence of any obligation to repay any obligation relating to borrowed money of others), all in the ordinary course of business in accordance with customary industry practices, in amounts and for the purposes customary in their industry;

(e)           the Issuer may incur Indebtedness to any wholly owned Subsidiary, and any wholly owned Subsidiary may incur Indebtedness to any other wholly owned Subsidiary or to the Issuer; provided, that, in the case of Indebtedness of the Issuer (other than Indebtedness that is required to be pledged to the lenders under the Credit Agreement), such obligations shall be unsecured and subordinated in all respects to the Issuer’s obligations pursuant to the Securities, and the date of any event that causes a Subsidiary to no longer be a wholly owned Subsidiary shall be an Incurrence Date;

(f)            the Issuer and the Guarantors may incur Investment Guarantee Indebtedness; and

(g)           the Issuer and any of its Subsidiaries, as applicable, may incur Refinancing Indebtedness with respect to any Indebtedness or Disqualified Capital Stock, as applicable, described in clauses (b),(f) and (g) of this definition or incurred under the Debt Incurrence Ratio contained in Section 4.10 or which is outstanding on the Issue Date so long as such Refinancing Indebtedness is secured only by the assets that secured the Indebtedness so refinanced or otherwise replaced.

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“Permitted Investment” means (a) any Investment in any of the Securities; (b) any Investment in Cash Equivalents; (c) any Investment in intercompany notes to the extent permitted under clause (e) of the definition of “Permitted Indebtedness”; (d) any Investment in any Guarantor; (e) any Investment in a person in a Related Business who, after such Investment, becomes a Subsidiary of the Issuer and a Guarantor of the Securities; (f) any Investment in any property or assets to be used by the Issuer or a Guarantor in a Related Business; (g) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.13 hereof; and (h) any Investments solely in exchange for the issuance of Qualified Capital Stock.

“Permitted Joint Venture” means a person primarily engaged or preparing to engage in a Related Business as to which the Issuer or a Guarantor owns at least 35% of the shares of Capital Stock (including at least 35% of the total voting power thereof) of such person.

“Permitted Lien” means (a) any Lien securing the Securities; (b) any Lien securing Indebtedness of a person existing at the time such person becomes a Subsidiary or is merged with or into the Issuer or a Subsidiary of the Issuer or Liens securing Indebtedness incurred in connection with an Acquisition, provided that such Liens were in existence prior to the date of such acquisition, merger or consolidation, were not incurred in anticipation thereof, and do not extend to any other assets; (c) any Lien in favor of the Issuer or any Guarantor; and (d) any Lien arising from FF&E Indebtedness permitted to be incurred under clause (c) of the definition of “Permitted Indebtedness”, provided such Lien relates solely to the property which is subject to such FF&E Indebtedness.

“person” means any individual, limited liability company, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof.

“principal” of any Indebtedness (including the Securities) means the principal of such Indebtedness plus any applicable premium, if any, on such Indebtedness.

“Property” or “property” means any right or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible, intangible, contingent, indirect or direct.

“Qualified Capital Stock” means any Capital Stock of Kerzner International that is not Disqualified Capital Stock.

“Qualified Equity Offering” means (1) an underwritten registered public offering of Ordinary Shares of Kerzner International for cash, other than pursuant to Form S-8 (or any successor thereto) and other than Ordinary Shares of Kerzner International issued pursuant to employee benefit plans or as compensation to employees, and (2) an unregistered offering of Ordinary Shares of Kerzner International for cash resulting in net proceeds to Kerzner International in excess of $50 million.

“Qualified Exchange” means any legal defeasance, redemption, retirement, repurchase or other acquisition of Capital Stock or Indebtedness of Kerzner International issued on or after the Issue Date with the Net Cash Proceeds received by Kerzner International from the

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substantially concurrent sale of Qualified Capital Stock or any exchange of Qualified Capital Stock for any Capital Stock or Indebtedness of Kerzner International outstanding on or issued on or after the Issue Date.

“Rating Agencies” means S&P and Moody’s or any successor to the respective rating agency businesses thereof.

“Record Date” means a Record Date specified in the Securities whether or not such Record Date is a Business Day.

“Redemption Date,” when used with respect to any Security to be redeemed, means the date fixed for such redemption pursuant to Article III of this Indenture and Paragraph 5 in the form of Security.

“Redemption Price,” when used with respect to any Security to be redeemed, means the redemption price for such redemption set forth in Paragraph 5 in the form of Security, which shall include in each case accrued and unpaid interest with respect to such Security to the applicable Redemption Date.

“Reference Period” with regard to any person means the four full fiscal quarters (or such lesser period during which such person has been in existence) ended immediately preceding any date upon which any determination is to be made pursuant to the terms of the Securities or the Indenture.

“Refinancing Indebtedness” means Indebtedness or Disqualified Capital Stock (a) issued in exchange for, or the proceeds from the issuance and sale of which are used substantially concurrently to repay, redeem, defease, refund, refinance, discharge or otherwise retire for value, in whole or in part, or (b) constituting an amendment, modification or supplement to, or a deferral or renewal of ((a) and (b) above are, collectively, a “Refinancing”), any Indebtedness or Disqualified Capital Stock in a principal amount or, in the case of Disqualified Capital Stock, liquidation preference, not to exceed (after deduction of reasonable and customary fees and expenses, including any premium and defeasance costs, incurred in connection with the Refinancing) the lesser of (i) the principal amount or, in the case of Disqualified Capital Stock, liquidation preference, of the Indebtedness or Disqualified Capital Stock so Refinanced and (ii) if such Indebtedness being Refinanced was issued with an original issue discount, the accreted value thereof (as determined in accordance with GAAP) at the time of such Refinancing; provided, that (A) such Refinancing Indebtedness of any Subsidiary of Kerzner International shall only be used to Refinance outstanding Indebtedness or Disqualified Capital Stock of such Subsidiary, (B) such Refinancing Indebtedness shall (x) not have an Average Life shorter than the Indebtedness or Disqualified Capital Stock to be so refinanced at the time of such Refinancing and (y) in all respects, be no less subordinated or junior, if applicable, to the rights of Holders of the Securities than was the Indebtedness or Disqualified Capital Stock to be refinanced and (C) such Refinancing Indebtedness shall have a final stated maturity or redemption date, as applicable, no earlier than the final stated maturity or redemption date, as applicable, of the Indebtedness or Disqualified Capital Stock to be so refinanced.

“Registrar” shall have the meaning specified in Section 2.3.

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“Registration Rights Agreement” means the Registration Rights Agreement by and among the Issuer, the Guarantors and the Initial Purchasers, dated as of the Issue Date.

“Reg S Temporary Global Security” means one or more temporary Global Securities issued in an aggregate amount of denominations equal in total to the outstanding principal amount of the Securities sold in reliance on Rule 903 of Regulation S.

“Regulation S” means Regulation S promulgated under the Securities Act, as it may be amended from time to time, and any successor provision thereto.

“Related Business” means the gaming or hotel business and other businesses necessary for, or in the good faith judgment of the Board of Directors of Kerzner International, incident to, connected with, arising out of, or developed or operated to permit or facilitate the conduct or pursuit of the gaming or hotel business (including developing or operating sports or entertainment facilities, retail facilities, restaurants, night clubs, transportation and communications services or other related activities or enterprises and any additions or improvements thereto) and potential opportunities in the gaming or hotel business.

“Representative” means the agent or representative in respect of the lenders party to the Credit Agreement.

“Restricted Payment” means, with respect to any person, (a) the declaration or payment of any dividend or other distribution in respect of Equity Interests of such person or any parent or Subsidiary of such person, (b) any payment on account of the purchase, redemption or other acquisition or retirement for value of Equity Interests of such person or any parent or Subsidiary of such person, (c) other than with the proceeds from the substantially concurrent sale of, or in exchange for, Refinancing Indebtedness, any purchase, redemption, or other acquisition or retirement for value of, any payment in respect of any amendment of the terms of or any defeasance of, any Subordinated Indebtedness, directly or indirectly, by such person or a Subsidiary of such person prior to the scheduled maturity, any scheduled repayment of principal, or scheduled sinking fund payment, as the case may be, of such Indebtedness and (d) any Investment by such person, other than a Permitted Investment; provided, however, that the term “Restricted Payment” does not include (i) any dividend, distribution or other payment on or with respect to Equity Interests of the Issuer to the extent payable solely in shares of Qualified Capital Stock of the Issuer; or (ii) any dividend, distribution or other payment to the Issuer by any of its Subsidiaries or by any such Subsidiary to its parent.

“Required Regulatory Redemption” shall have the meaning specified in Section 3.2.

“S&P” means Standard and Poor’s Ratings Group, a division of the McGraw-Hill Companies, Inc.

“SEC” means the Securities and Exchange Commission.

“Securities” means, the Original Securities, the Series B Securities, and any Additional Securities issued in accordance with the terms hereof, in each case as amended or modified from time to time in accordance with the terms hereof and issued under this Indenture.

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“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Securities Custodian” means the Trustee, as custodian with respect to the Securities in global form, or any successor entity thereto.

“Securityholder”  See “Holder.”

“Senior Debt” means Indebtedness (including and together with all monetary obligations in respect of the Credit Agreement, and interest, whether or not allowable, accruing on Indebtedness incurred pursuant to the Credit Agreement after the filing of a petition initiating any proceeding under any bankruptcy, insolvency or similar law or which would have accrued but for such filing) of Kerzner International or any of the Guarantors, as applicable, arising under the Credit Agreement or that, by the terms of the instrument creating or evidencing such Indebtedness, is expressly designated Senior Debt and made senior in right of payment to the Securities or the applicable Guarantee; provided, that in no event shall Senior Debt include (a) Indebtedness to any Subsidiary of Kerzner International or any officer, director or employee of Kerzner International or any Subsidiary of Kerzner International (other than Indebtedness that is required to be pledged to the lenders under the Credit Agreement), (b) Indebtedness incurred in violation of the terms of this Indenture including, without limitation, Indebtedness claiming to be subordinated to any other Indebtedness and senior to the Securities (c) Indebtedness to trade creditors, (d) Disqualified Capital Stock, and (e) any liability for taxes owed or owing by Kerzner International or such Guarantor.

“Series B Securities” means the Series B 6¾% Senior Subordinated Securities due 2015, in substantially the form set forth on the Form of Note set forth as Exhibit A hereto, to be issued pursuant to this Indenture either (i) in connection with the Exchange Offer or (ii) as otherwise contemplated by the Registration Rights Agreement.

“Significant Subsidiary” shall have the meaning provided under Regulation S-X under the Securities Act, as in effect on the Issue Date.

“Stated Maturity,” when used with respect to any Note, means October 1, 2015.

“Subordinated Indebtedness” means Indebtedness of Kerzner International or a Guarantor that is subordinated in right of payment to the Securities or such Guarantee, as applicable, in any respect or, for purposes of the definition of Restricted Payments only, has a stated maturity on (except for the Securities) or after the Stated Maturity.

“Subsidiary,” with respect to any person, means (i) a corporation a majority of whose Equity Interests with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such person, by such person and one or more Subsidiaries of such person or by one or more Subsidiaries of such person, (ii) any other person (other than a corporation) in which such person, one or more Subsidiaries of such person, or such person and one or more Subsidiaries of such person, directly or indirectly, at the date of determination thereof has at least majority ownership interest, or (iii) a partnership in which such person or a Subsidiary of such person is, at the time, a general partner.  For the avoidance of doubt, a person that otherwise is not a Subsidiary of another person based on the foregoing shall

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not be deemed to be a Subsidiary of such person merely because its results of operations are required to be consolidated with the Issuer solely by virtue of Interpretation No. 46R, “Consolidation of Variable Interest Entities.”  Notwithstanding the foregoing, an Unrestricted Subsidiary shall not be a Subsidiary of Kerzner International or any Subsidiary of Kerzner International.   Unless the context requires otherwise, Subsidiary means each direct and indirect Subsidiary of Kerzner International.

“TCA” means Trading Cove Associates, a Connecticut general partnership and its majority owned subsidiaries, so long as the Issuer and any of the Guarantors maintain at least their ownership interest in the partnership (including priorities, preferences and privileges with respect to distributions or any other payments or voting power) owned on the Issue Date.

“TIA” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in effect on the date of the execution of this Indenture, except as permitted in Section 9.3.

“Transfer Restricted Securities” means Securities that bear or are required to bear the legend set forth in Section 2.6.

“Trustee” means the party named as such in this Indenture until a successor replaces it in accordance with the provisions of this Indenture and thereafter means such successor.

“Trust Officer” means any officer within the corporate trust department (or any successor group) of the Trustee including any vice president, assistant vice president, or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at that time shall be such officers, and also means, with respect to a particular corporate trust matter, any other officer of the corporate trust department (or any successor group) of the Trustee to whom such trust matter is referred because of his knowledge of and familiarity with the particular subject.

“Unrestricted Subsidiary” means any subsidiary of Kerzner International that does not own any Capital Stock of, or own or hold any Lien on any property of, Kerzner International or any other Subsidiary of Kerzner International and that shall be designated an Unrestricted Subsidiary by the Board of Directors of Kerzner International; provided, that (i) neither immediately prior thereto nor after giving pro forma effect to such designation would there exist a Default or Event of Default, (ii) immediately after giving pro forma effect thereto, Kerzner International could incur at least $1.00 of Indebtedness pursuant to the Debt Incurrence Ratio contained in Section 4.10, and (iii) at the time of such designation, such Subsidiary has no Indebtedness other than Allowed Non-Recourse Indebtedness.  The Board of Directors of Kerzner International may designate any Unrestricted Subsidiary to be a Subsidiary, provided, that (i) no Default or Event of Default is existing or will occur as a consequence thereof and (ii) immediately after giving effect to such designation, on a pro forma basis, Kerzner International could incur at least $1.00 of Indebtedness pursuant to the Debt Incurrence Ratio contained in Section 4.10.  Notwithstanding the foregoing, the Board of Directors of Kerzner International may not designate KIBL or any Subsidiary of KIBL (or any successor to KIBL’s or its Subsidiaries’ business or assets that is majority owned or controlled by Kerzner International) to be an Unrestricted Subsidiary; provided, however, that the Board of Directors of Kerzner

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International may designate one or more Subsidiaries of KIBL to be Unrestricted Subsidiaries if such Subsidiaries, singly and in the aggregate, are not material to the business of KIBL and its Subsidiaries, taken as a whole, as determined in the good faith, reasonable judgment of the Board of Directors of Kerzner International.  Each such designation shall be evidenced by filing with the Trustee a certified copy of the resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

“U.S. Government Obligations” means direct non-callable obligations of, or noncallable obligations guaranteed by, the United States of America for the payment of which obligation or guarantee the full faith and credit of the United States of America is pledged.

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

“wholly owned Subsidiary” means a Subsidiary all the Equity Interests of which are owned by Kerzner International or one or more wholly owned Subsidiaries of Kerzner International, except for directors’ qualifying shares.

Section 1.2Incorporation by Reference of TIA.

Whenever this Indenture refers to a provision of the TIA, such provision is incorporated by reference in and made a part of this Indenture.  The following TIA terms used in this Indenture have the following meanings:

“Commission” means the SEC.

“indenture securities” means the Securities.

“indenture securityholder” means a Holder or a Securityholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor” on the indenture securities means the Issuer and any other obligor on the Securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule and not otherwise defined herein have the meanings assigned to them thereby.

Section 1.3Rules of Construction.

Unless the context otherwise requires:

(i)            a term has the meaning assigned to it;

(ii)           an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

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(iii)          “or” is not exclusive;

(iv)          words in the singular include the plural, and words in the plural include the singular;

(v)           provisions apply to successive events and transactions;

(vi)          “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and

(vii)         references to Sections or Articles means reference to such Section or Article in this Indenture, unless stated otherwise.

ARTICLE II

THE SECURITIES

Section 2.1Form and Dating.

The Securities and the Trustee’s certificate of authentication, in respect thereof, shall be substantially in the form of Exhibit A hereto which Exhibit is part of this Indenture.  The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage.  The Issuer shall approve the form of the Securities and any notation, legend or endorsement on them.  Any such notations, legends or endorsements not contained in the form of Security attached as Exhibit A hereto shall be delivered in writing to the Trustee.  Each Security shall be dated the date of its authentication.

The terms and provisions contained in the form of Securities shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

Section 2.2Execution and Authentication.

Two Officers shall sign, or one Officer shall sign and one Officer shall attest to, the Securities for the Issuer by manual or facsimile signature.

If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Issuer shall nevertheless be bound by the terms of the Securities and this Indenture.

A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security, but such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of this Indenture.

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The Trustee shall authenticate the Original Securities for original issue in the aggregate principal amount of up to $400,000,000 and shall authenticate Series B Securities for original issue in the aggregate principal amount of up to $400,000,000, in each case upon a written order of the Issuer in the form of an Officers’ Certificate; provided that such Series B Securities shall be issuable only upon the valid surrender for cancellation of Original Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement.

The Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated.

Subject to Article IV hereof and applicable law, the Issuer may issue Additional Securities under this Indenture from time to time after the Issue Date.  Upon the written order of the Issuer in the form of an Officers’ Certificate meeting the requirements of Section 2.14 hereof, the Trustee shall authenticate Additional Securities in the aggregate principal amount set forth in such Officers’ Certificate.

Upon the written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Issuer.

The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Securities.  Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with the Issuer, any Affiliate of the Issuer or any of its Subsidiaries.

Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Section 2.3Registrar and Paying Agent.

The Issuer shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency in the Borough of Manhattan, The City of New York, where Securities may be presented for payment (“Paying Agent”) and an office or agency where notices and demands to or upon the Issuer in respect of the Securities may be served.  The Issuer may act as Registrar or Paying Agent, except that, for the purposes of Articles III, VIII, X and Section 4.13 neither the Issuer nor any Affiliate thereof shall act as Paying Agent.  The Registrar shall keep a register of the Securities and of their transfer and exchange.  The Issuer may have one or more co-Registrars and one or more additional Paying Agents.  The term “Paying Agent” includes any additional Paying Agent.  The Issuer hereby initially appoints the Trustee as Registrar and Paying Agent, and the Trustee hereby initially agrees so to act.

The Issuer shall enter into an appropriate written agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent.  The Issuer shall promptly notify the Trustee in writing of the

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name and address of any such Agent.  If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depository with respect to the Global Securities.

The Issuer initially appoints the Trustee to act as Securities Custodian with respect to the Global Securities.

Section 2.4Paying Agent to Hold Assets in Trust.

The Issuer shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall hold in trust for the benefit of Holders or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest (and Liquidated Damages, if any) on, the Securities (whether such assets have been distributed to it by the Issuer or any other obligor on the Securities), and shall promptly notify the Trustee in writing of any Default by the Issuer (or any other obligor on the Securities) in making any such payment.  If the Issuer or any Subsidiary thereof acts as Paying Agent, it shall segregate such assets and hold them as a separate trust fund for the benefit of the Holders or the Trustee.  The Issuer at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed and the Trustee may at any time during the continuance of any payment Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed.  Upon distribution to the Trustee of all assets that shall have been delivered by the Issuer to the Paying Agent, the Paying Agent (if other than the Issuer) shall have no further liability for such assets.

Section 2.5Securityholder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders.  If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee on or before the third Business Day preceding each Interest Payment Date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee reasonably may require of the names and addresses of Holders.  The Trustee, the Registrar and the Issuer shall provide a current securityholder list to any Gaming Authority upon demand.

Section 2.6Transfer and Exchange.

(a)           When Definitive Securities are presented to the Registrar or a co-Registrar with a request:

(x)            to register the transfer of such Definitive Securities, or

(y)           to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations,

the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, that in no event shall Definitive

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Securities be issued upon the transfer or exchange of beneficial interests in the Reg S Temporary Global Security prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar or co-Registrar of any certificates identified by the Issuer or its counsel to be required pursuant to Rule 903 or Rule 904 under the Securities Act; provided, further, that the Definitive Securities surrendered for transfer or exchange:

(i)            shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and

(ii)           in the case of Transfer Restricted Securities that are Definitive Securities, shall be accompanied by the following additional information and documents, as applicable:

(A)              if such Transfer Restricted Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form set forth on the reverse of the Security); or

(B)               if such Transfer Restricted Security is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act, a certification to that effect (in the form set forth on the reverse of the Security); or

(C)               if such Transfer Restricted Security is being transferred (i) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or Regulation S, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to an “institutional accredited investor” within the meaning of Rule 501(A)(1), (2), (3) or (7) under the Securities Act that is acquiring the Security for its own account, or for the account of such an institutional accredited investor, in each case in a minimum principal amount of $100,000, not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act, or (iv) in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect (in the form set forth on the reverse of the Security) and in the case of (iii) above a letter of representation from the transferee in form and substance reasonably satisfactory to the Issuer and the Registrar and in the case of (i), (iii) and (iv) above, if the Issuer or the Registrar so request, an Opinion of Counsel reasonably acceptable to the Issuer and to the Registrar to the effect that such transfer is in compliance with the Securities Act.

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(b)           Restrictions on Transfer of a Definitive Security for a Beneficial Interest in a Global Security.  A Definitive Security may not be exchanged for a beneficial interest in a Global Security except upon satisfaction of the requirements set forth below; provided, however, that prior to the expiration of the Distribution Compliance Period, transfers of beneficial interests in the Reg S Temporary Global Securities may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than the Initial Purchasers).  Upon receipt by the Registrar of a Definitive Security, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Registrar, together with:

(i)            if such Definitive Security is a Transfer Restricted Security, a certification, substantially in the form set forth on the reverse of the Security, that such Definitive Security is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act; and

(ii)           whether or not such Definitive Security is a Transfer Restricted Security, written instructions directing the Registrar to make, or to direct the Securities Custodian to make, an endorsement on the Global Security to reflect an increase in the aggregate principal amount of the Securities represented by the Global Security,

then the Registrar shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository and the Securities Custodian, the aggregate principal amount of Securities represented by the Global Security to be increased accordingly.  If no Global Securities are then outstanding, the Issuer shall issue and the Trustee shall authenticate a new Global Security in the appropriate principal amount.

(c)           Transfer and Exchange of Global Securities.  The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the Applicable Procedures.

(d)           Transfer of a Beneficial Interest in a Global Security for a Definitive Security.

(i)            Any person having a beneficial interest in a Global Security may upon request exchange such beneficial interest for a Definitive Security; provided, that in no event shall the Reg S Temporary Global Security be exchanged by the Issuer for Definitive Securities prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of any certificate identified by the Issuer and its counsel to be required pursuant to Rule 903 or Rule 904 under the Securities Act.  Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depository from the Depository or its nominee on behalf of any person having a beneficial interest in a Global Security and upon receipt by the Trustee of a written order or such other form of instructions as is customary for the

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Depository or the person designated by the Depository as having such a beneficial interest in a Transfer Restricted Security only, the following additional information and documents (all of which may be submitted by facsimile):

(A)              if such beneficial interest is being transferred to the person designated by the Depository as being the beneficial owner, a certification from such person to that effect (in substantially the form set forth on the reverse of the Security); or

(B)               if such beneficial interest is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act, a certification to that effect from the transferor (in the form set forth on the reverse of the Security); or

(C)               if such beneficial interest is being transferred (i) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or Regulation S, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to an “institutional accredited investor” within the meaning of Rule 501(A)(1), (2), (3) or (7) under the Securities Act that is acquiring the security for its own account, or for the account of such an institutional accredited investor, in each case in a minimum principal amount of $100,000, not with a view to or for offer or sale in connection with distribution in violation of the Securities Act, or (iv) in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect from the transferee or transferor (in the form set forth on the reverse of the Security) and in the case of (iii) above a letter of representation from the transferee in form and substance reasonably satisfactory to the Issuer and the Registrar and in the case of (i), (iii) and (iv) above, if the Issuer or the Registrar so requests, an Opinion of Counsel reasonably acceptable to the Issuer and to the Registrar to the effect that such transfer is in compliance with the Securities Act,

then the Registrar or the Securities Custodian, at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depository and the Securities Custodian, the aggregate principal amount of the Global Security to be reduced and, following such reduction, the Issuer will execute and the Trustee will authenticate and deliver to the transferee a Definitive Security in the appropriate principal amount.

(ii)           Definitive Securities issued in exchange for a beneficial interest in a Global Security pursuant to this Section 2.6(d) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall

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instruct the Trustee.  The Registrar shall deliver such Definitive Securities to the persons in whose names such Securities are so registered.

(e)           Restrictions on Transfer and Exchange of Global Securities.  Notwithstanding any other provisions of this Indenture (other than the provisions set forth in subsection (f) of this Section 2.6), a Global Security may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

(f)            Authentication of Definitive Securities in Absence of Depository.  If at any time:

(i)         the Depository for the Securities notifies the Issuer that the Depository is unwilling or unable to continue as Depository for the Global Securities and a successor Depository for the Global Securities is not appointed by the Issuer within 90 days after delivery of such notice; or

(ii)        the Issuer, in its sole discretion, notify the Trustee in writing that it elects to cause the issuance of Definitive Securities under this Indenture,

then the Issuer will execute, and the Trustee, upon receipt of an Officers’ Certificate requesting the authentication and delivery of Definitive Securities, will authenticate and make available for delivery Definitive Securities, in an aggregate principal amount equal to the principal amount of the Global Securities, in exchange for such Global Securities.

(g)           Legends.  Each Security certificate evidencing the Global Securities and the Definitive Securities (and all Securities issued in exchange therefor or substitution thereof) shall bear a legend in substantially the following form:

“THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.  BY ITS ACQUISITION OF THE SECURITIES OR OF A BENEFICIAL INTEREST THEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON, IS NOT

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ACQUIRING THIS NOTE FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A) (1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT). THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $100,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED IN THE CASE OF (d) UPON DELIVERY OF A TRANSFEREE LETTER OF REPRESENTATION AND IN THE CASE OF (b), (c) AND (d) UPON AN OPINION OF COUNSEL IF THE ISSUER OR REGISTRAR SO REQUEST), (2) TO THE ISSUER OR A SUBSIDIARY THEREOF, OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.  THESE SECURITIES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH APPLICABLE GAMING LAWS.”

(h)           Reg S Temporary Global Security Legend.

To the extent required by the Applicable Procedures, each Reg S Temporary Global Security shall bear a legend in substantially the following form:

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“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL SECURITY, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE SECURITIES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).  NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL SECURITY SHALL BE ENTITLED TO RECEIVE CASH PAYMENTS OF INTEREST DURING THE PERIOD WHICH SUCH HOLDER HOLDS THIS SECURITY.  NOTHING IN THIS LEGEND SHALL BE DEEMED TO PREVENT INTEREST FROM ACCRUING ON THIS SECURITY.”

(i)            Cancellation and/or Adjustment of Global Security.  At such time as all beneficial interests in a Global Security have either been exchanged for Definitive Securities, redeemed, repurchased or cancelled, such Global Security shall be returned to or retained and cancelled by the Trustee.  At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for Definitive Securities, redeemed, repurchased or cancelled, the principal amount of Securities represented by such Global Security shall be reduced and an endorsement shall be made on such Global Security, by the Trustee or the Securities Custodian, at the direction of the Trustee, to reflect such reduction.

(j)            Obligations with respect to Transfers and Exchanges of Definitive Securities.

(i)         To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Definitive Securities and Global Securities at the Registrar’s or co-Registrar’s request.

(ii)        No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments, or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.2, 2.10, 3.8, 4.13, 9.5 or 10.1).

(iii)       Except for a redemption of Securities pursuant to Section 3.2 or upon an order of any Gaming Authority, the Registrar or co-Registrar shall not be required to register the transfer of or exchange of (a) any Definitive Security selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Definitive Security being redeemed in part, or (b) any Security for a period beginning 15 days before the mailing of a notice of an offer to repurchase pursuant to Article X or Section 4.13 hereof or a notice of redemption of Securities pursuant to Article III hereof and ending at the close of business on the day of such mailing or (c) to register the transfer of or exchange of any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

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(iv)       The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security other than to require delivery of such certificates and other documentation or evidence as expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Section 2.7Replacement Securities.

If a mutilated Security is surrendered to the Trustee or if the Holder of a Security claims and submits an affidavit or other evidence, satisfactory to the Trustee, to the Trustee to the effect that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the Trustee’s requirements are met.  If required by the Trustee or the Issuer, such Holder must provide an indemnity bond or other indemnity, sufficient in the judgment of the Issuer and the Trustee, to protect the Issuer, the Trustee or any Agent from any loss which any of them may suffer if a Security is replaced.  The Issuer may charge such Holder for their reasonable, out-of-pocket expenses in replacing a Security.

Every replacement Security is an additional obligation of the Issuer.

Section 2.8Outstanding Securities.

Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Security effected by the Trustee hereunder and those described in this Section 2.8 as not outstanding.  A Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security, except as provided in Section 2.9.

If a Security is replaced pursuant to Section 2.7 (other than a mutilated Security surrendered for replacement), such Security, together with the Guarantee of that particular Security endorsed thereon, ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser.  A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.7.

If on a Redemption Date or the Maturity Date the Paying Agent (other than the Issuer or an Affiliate of the Issuer) holds cash sufficient to pay all of the principal and interest (and Liquidated Damages, if any) due on the Securities payable on that date and payment of the Securities called for redemption is not otherwise prohibited, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue.

Section 2.9Treasury Securities.

In determining whether the Holders of the required principal amount of Securities have concurred in any direction, amendment, supplement, waiver or consent, Securities owned

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by the Issuer, any Guarantor and Affiliates of the Issuer or of any Guarantor shall be disregarded, except that, for the purposes of determining whether the Trustee shall be protected in relying on any such direction, amendment, supplement, waiver or consent, only Securities that a Trust Officer of the Trustee actually knows are so owned shall be disregarded.

Section 2.10Temporary Securities.

Until definitive Securities are ready for delivery, the Issuer may prepare, the Guarantors shall endorse and the Trustee shall authenticate temporary Securities.  Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Issuer reasonably and in good faith considers appropriate for temporary Securities.  Without unreasonable delay, the Issuer shall prepare, the Guarantors shall endorse and the Trustee shall authenticate definitive Securities in exchange for temporary Securities.  Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as permanent Securities authenticated and delivered hereunder.

Notwithstanding the other provisions of this Article II, a beneficial interest in the Reg S Temporary Global Security may not be (A) exchanged for a Definitive Security prior to (x) the expiration of the Distribution Compliance Period (unless such exchange is effected by the Issuer, does not require an investment decision on the part of the holder thereof and does not violate the provisions of Regulation S) and (y) the receipt by the Registrar of any certificates identified by the Issuer or its counsel to be required pursuant to Rule 903(c)(3)(B) under the Securities Act or (B) transferred to a Person who takes delivery thereof in the form of a Definitive Security prior to the events set forth in clause (A) above or unless the transfer is pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

Section 2.11Cancellation.

The Issuer at any time may deliver Securities to the Trustee for cancellation.  The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for transfer, exchange or payment.  The Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent (other than the Issuer or an Affiliate of the Company), and no one else, shall cancel and, at the written direction of the Issuer, shall dispose of all Securities surrendered for transfer, exchange, payment or cancellation in accordance with its customary procedures.  Subject to Section 2.7, the Issuer may not issue new Securities to replace Securities it has paid or delivered to the Trustee for cancellation.  No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section 2.11, except as expressly permitted in the form of Securities and as permitted by this Indenture.

Section 2.12Defaulted Interest.

If the Issuer default in a payment of interest (and Liquidated Damages, if any) on the Securities, the Issuer shall pay the defaulted interest (and Liquidated Damages, if any), plus (to the extent lawful) interest on the defaulted interest (and Liquidated Damages, if any), to the persons who are Holders on a Record Date (or at the Issuer’s option a subsequent special record date) which date shall be the fifteenth day next preceding the date fixed by the Issuer for the

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payment of defaulted interest, whether or not such day is a Business Day, unless the Trustee fixes another record date.  At least 15 days before the subsequent special record date, the Issuer shall mail to each Holder with a copy to the Trustee a notice that states the subsequent special record date, the payment date and the amount of defaulted interest (and Liquidated Damages, if any), and interest payable on such defaulted interest (and Liquidated Damages), if any, to be paid.

Section 2.13CUSIP Numbers.

The Issuer in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.  The Issuer will promptly notify the Trustee of any change in the CUSIP numbers.

Section 2.14Issuance of Additional Securities.

The Issuer may, subject to Section 4.10 hereof, and applicable law, issue Additional Securities under this Indenture which shall have identical terms as the Original Securities issued on the Issue Date other than with respect to the date of issuance and issue price.  The Original Securities, the Series B Securities, any Additional Securities and any Securities issued in exchange therefor or in replacement thereof shall be treated as a single class for all purposes under this Indenture.

With respect to any Additional Securities, the Issuer shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information:

(1)           the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;

(2)           the issue price, the issue date and the CUSIP number (if then generally in use) of such Additional Securities, if any; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have “original issue discount” within the meaning of Section 1273 of the Code; and

(3)           whether such Additional Securities shall be Transfer Restricted Securities.

Such Officers’ Certificate shall certify that the issuance of such Additional Securities complies with Section 4.10 hereof.

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ARTICLE III

REDEMPTION

Section 3.1Right of Redemption.

Redemption of Securities shall be made only in accordance with this Article III.  At its election, the Issuer may redeem the Securities in whole or in part, at any time or from time to time on or after October 1, 2010, at the Redemption Prices specified under the caption “Redemption,” in the Form of Note attached as Exhibit A hereto, plus accrued but unpaid interest (and Liquidated Damages, if any) to the Redemption Date.  Except as provided in this paragraph, the next following paragraph, Section 3.2 and paragraph 5 of the Securities, the Securities may not otherwise be redeemed at the option of the Company.

On or prior to October 1, 2008, upon one or more Qualified Equity Offerings, up to 35% of the aggregate principal amount of the Securities may be redeemed at the option of the Issuer with cash from the Net Cash Proceeds of such Qualified Equity Offering, at 106.75% of the principal amount thereof (subject to the right of Holders of record on a Record Date to receive interest due on an Interest Payment Date that is on or prior to such Redemption Date), together with accrued and unpaid interest (and Liquidated Damages, if any) to the date of redemption, provided, that such redemption shall occur within 60 days of such Qualified Equity Offering.

The Securities may be redeemed at the option of the Issuer, in whole but not in part, upon not less than 30 nor more than 60 days’ notice given as provided herein, at any time at a redemption price equal to the principal amount thereof, plus accrued and unpaid interest, if any, thereon, plus Liquidated Damages, if any, to the date fixed for redemption if, as a result of any change in or amendment to the laws, treaties, rulings or regulations of The Bahamas, or of any political subdivision or taxing authority thereof or therein, or any change in the official position of the applicable taxing authority regarding the application or interpretation of such laws, treaties, rulings or regulations (including a holding, judgment or order of a court of competent jurisdiction) or any execution thereof or amendment thereto, which is enacted into law or otherwise becomes effective after the date of the Offering Memorandum, the Issuer is or would be required on the next succeeding Interest Payment Date to pay Additional Amounts on the Securities as a result of the imposition of a Bahamian tax and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Issuer which do not cause the Issuer to incur any material costs.  The Issuer shall also pay to holders on the redemption date any Additional Amounts then due and which will become due as a result of the redemption or would otherwise be payable.

Prior to the publication of any notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an Officers’ Certificate stating that (i) the payment of Additional Amounts cannot be avoided by the use of any reasonable measures available to the Issuer which do not cause the Issuer to incur any material costs and (ii) the Issuer is entitled to effect such redemption based on the written, substantially unqualified Opinion of Counsel, which counsel shall be reasonably acceptable to the Trustee, that the Issuer has or will become obligated to pay Additional Amounts as a result of such change or amendment.  The notice, once delivered by the Issuer to the Trustee, will be irrevocable.

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Section 3.2Redemption Pursuant to Gaming Laws.

If a Holder or a beneficial owner of a Note is required by any Gaming Authority to be found suitable to hold the Securities, the Holder shall apply for a finding of suitability within 30 days after a Gaming Authority request or sooner if so required by such Gaming Authority.  The applicant for a finding of suitability must pay all costs of the investigation for such finding of suitability.  If a Holder or beneficial owner is required to be found suitable to hold the Securities and is not found suitable by a Gaming Authority, the Holder shall, to the extent required by applicable law, dispose of his Securities within 30 days or within that time prescribed by a Gaming Authority, whichever is earlier.  If the Holder fails to dispose of his Securities within such time period, the Issuer may, at its option, redeem such Holder’s Securities (a “Required Regulatory Redemption”) at, depending on applicable law, (i) the principal amount thereof, together with accrued and unpaid interest (and Liquidated Damages, if any) to the date of the finding of unsuitability by a Gaming Authority, (ii) the amount that such Holder paid for the Securities, (iii) the fair market value of the Securities, (iv) the lowest of clauses (i), (ii) and (iii), or (v) such other amount as may be determined by the appropriate Gaming Authority.

Section 3.3Notices to Trustee.

If the Issuer elects to redeem Securities pursuant to this Article III, it shall notify the Trustee in writing of the date on which the Securities are to be redeemed (“Redemption Date”) and the principal amount of Securities to be redeemed and whether it wants the Trustee to give notice of redemption to the Holders in the name of and at the expense of the Issuer.

If the Issuer elects to reduce the principal amount of Securities to be redeemed pursuant to Paragraph 5 of the Securities by crediting against any such redemption Securities it has not previously delivered to the Trustee for cancellation, it shall so notify the Trustee of the amount of the reduction and deliver such Securities with such notice.

The Issuer shall give each notice to the Trustee provided for in this Section 3.3 at least 45 days (unless a shorter period is acceptable to the Trustee) before the Redemption Date (unless a different notice period shall be required by a Gaming Authority with respect to a Required Regulatory Redemption).

Section 3.4Selection of Securities to Be Redeemed.

If less than all of the Securities are to be redeemed pursuant to Paragraph 5 thereof (except in the case of a Required Regulatory Redemption), the Trustee shall select from among such Securities to be redeemed on a pro rata basis, or by lot or by such other method as the Trustee shall determine to be fair and appropriate and in such manner as complies with any applicable legal and stock exchange requirements.

The Trustee shall make the selection from the Securities outstanding and not previously called for redemption and shall promptly notify the Issuer in writing of the Securities selected for redemption and, in the case of any Security selected for partial redemption, the principal amount thereof to be redeemed.  Securities in denominations of $1,000 may be redeemed only in whole.  The Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of Securities that have denominations larger than $1,000.  Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption.

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Section 3.5Notice of Redemption.

At least 30 days but not more than 60 days before a Redemption Date, the Issuer shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Securities are to be redeemed (unless a different notice period shall be required by any Gaming Authority).  At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuer’s expense, provided that the Issuer gives the Trustee at least five (5) days prior written notice of such requested action.  Each notice for redemption shall identify the Securities to be redeemed and shall state:

(1)             the Redemption Date;

(2)             the Redemption Price, including the amount of accrued but unpaid interest (and Liquidated Damages, if any) to be paid upon such redemption;

(3)             the name and address of the Paying Agent;

(4)             that Securities called for redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the Redemption Price;

(5)             that, unless (a) the Issuer defaults in its obligation to deposit cash with the Paying Agent in accordance with Section 3.7 hereof, interest on Securities called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders of such Securities is to receive payment of the Redemption Price, including accrued but unpaid interest (and Liquidated Damages, if any), upon surrender to the Paying Agent of the Securities called for redemption and to be redeemed;

(6)             if any Security is being redeemed in part, the portion of the principal amount, equal to $1,000 or any integral multiple thereof, of such Security to be redeemed and that, after the Redemption Date, and upon surrender of such Security, a new Security or Securities in aggregate principal amount equal to the unredeemed portion thereof will be issued;

(7)             if less than all the Securities are to be redeemed, the identification of the particular Securities (or portion thereof) to be redeemed, as well as the aggregate principal amount of such Securities to be redeemed;

(8)             the CUSIP number of the Securities to be redeemed; and

(9)             that the notice is being sent pursuant to this Section 3.5 and pursuant to the redemption provisions of Paragraph 5 of the Securities.

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Section 3.6Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.5, Securities called for redemption become due and payable on the Redemption Date and at the Redemption Price, including accrued but unpaid interest (and Liquidated Damages, if any).  Upon surrender to the Trustee or Paying Agent, such Securities called for redemption shall be paid at the Redemption Price, including interest (and Liquidated Damages, if any), if any, accrued to and unpaid on the Redemption Date; provided that if the Redemption Date is after a regular Record Date and on or prior to the Interest Payment Date, the accrued interest (and Liquidated Damages, if any) shall be payable to the Holder of the redeemed Securities registered on the relevant Record Date; and provided, further, that if a Redemption Date is a Legal Holiday, payment shall be made on the next succeeding Business Day and no interest shall accrue for the period from such Redemption Date to such succeeding Business Day.

Section 3.7Deposit of Redemption Price.

Prior to 10:00 a.m. on the Redemption Date, the Issuer shall deposit with the Paying Agent (other than the Issuer or an Affiliate of the Issuer) cash sufficient to pay the Redemption Price of, including accrued but unpaid interest on (and Liquidated Damages, if any), all Securities to be redeemed on such Redemption Date (other than Securities or portions thereof called for redemption on that date that have been delivered by the Issuer to the Trustee for cancellation).  The Paying Agent shall promptly return to the Issuer any cash so deposited which is not required for that purpose upon the written request of the Issuer.

If the Issuer comply with the preceding paragraph and the other provisions of this Article III and payment of the Securities called for redemption is not otherwise prohibited, interest on the Securities to be redeemed will cease to accrue on the applicable Redemption Date, whether or not such Securities are presented for payment.  Notwithstanding anything herein to the contrary, if any Security surrendered for redemption in the manner provided in the Securities shall not be so paid upon surrender for redemption because of the failure of the Issuer to comply with the preceding paragraph and the other provisions of this Article III, interest shall continue to accrue and be paid from the Redemption Date until such payment is made on the unpaid principal, and, to the extent lawful, on any interest not paid on such unpaid principal, in each case at the rate and in the manner provided in Section 4.1 hereof and the Securities.

Section 3.8Securities Redeemed in Part.

Upon surrender of a Security that is to be redeemed in part, the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder, without service charge, a new Security or Securities equal in principal amount to the unredeemed portion of the Security surrendered.

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ARTICLE IV

COVENANTS

Section 4.1             Payment of Securities.

The Issuer shall pay the principal of and interest (and Liquidated Damages, if any) on the Securities on the dates and in the manner provided in the Securities and this Indenture.  An installment of principal of or interest (and Liquidated Damages, if any) on the Securities shall be considered paid on the date it is due if the Trustee or Paying Agent (other than the Issuer or an Affiliate of the Issuer) holds for the benefit of the Holders, on or before 10:00 a.m. New York City time on that date, cash deposited and designated for and sufficient to pay the installment.

The Issuer shall pay interest on overdue principal and on overdue installments of interest (and Liquidated Damages, if any) at the rate specified in the Securities compounded semi-annually, to the extent lawful.

Section 4.2Maintenance of Office or Agency.

The Issuer and the Guarantors shall maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuer and the Guarantors in respect of the Securities and this Indenture may be served.  The Issuer and the Guarantors shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Issuer and the Guarantors shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 13.2.

The Issuer and the Guarantors may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer and the Guarantors of their obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, for such purposes.  The Issuer and the Guarantors shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.  The Issuer and the Guarantors hereby initially designate the principal corporate trust office of the Trustee as such office.

Section 4.3Limitation on Restricted Payments.

The Issuer and the Guarantors shall not, and shall not permit any of their Subsidiaries to, individually or collectively, directly or indirectly, make any Restricted Payment if, after giving effect to such Restricted Payment on a pro forma basis, (i) a Default or an Event of Default shall have occurred and be continuing or (ii) Kerzner International is not permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio contained in Section 4.10.

The immediately preceding paragraph, however, will not prohibit (1) a Qualified Exchange, (2) the payment of any dividend on Capital Stock within 60 days after the date of its declaration if such dividend could have been made on the date of such declaration in compliance with the foregoing provisions, (3) the redemption or repurchase of any Capital Stock or Indebtedness of the Issuer or its Subsidiaries (other than Capital Stock or Indebtedness held by

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Permitted Holders), if the holder or beneficial owner of such Capital Stock or Indebtedness is required to be found suitable by any Gaming Authority to own or vote any such security and is found unsuitable by any such Gaming Authority to so own or vote such security, (4) any Investment Guarantee Payments, and (5) repurchases of Equity Interests of the Issuer or any such Guarantor, as applicable, deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the exercise price of such options.

For purposes of this Section 4.3, the amount of any Restricted Payment made or returned, if other than in cash, shall be the Fair Market Value thereof, as determined in the good faith reasonable judgment of the Board of Directors of Kerzner International, unless stated otherwise, at the time made or returned, as applicable.

Section 4.4Corporate Existence.

Subject to Article V, the Issuer and the Guarantors shall do or cause to be done all things necessary to preserve and keep in full force and effect their corporate or other existence and the corporate or other existence of each of their Subsidiaries in accordance with the respective organizational documents of each of them and the rights (charter and statutory) and corporate or other franchises of the Issuer and the Guarantors and each of their Subsidiaries; provided, however, that neither the Issuer nor any of the Guarantors shall be required to preserve, with respect to itself, any right or franchise, and with respect to any of their Subsidiaries, any such existence, right or franchise, if (a) the Board of Directors of Kerzner International shall determine reasonably and in good faith that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and (b) the loss thereof is not disadvantageous in any material respect to the Holders.

Section 4.5Payment of Taxes and Other Claims.

The Issuer and the Guarantors shall, and shall cause each of their Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Issuer, any Guarantor or any of their Subsidiaries or properties and assets of the Issuer, any Guarantor or any of their Subsidiaries and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Issuer, any Guarantor or any of their Subsidiaries; provided, however, that neither the Issuer nor any Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Section 4.6Compliance Certificate; Notice of Default.

(a)           The Issuer shall deliver to the Trustee within 120 days after the end of their fiscal year an Officers’ Certificate, one of the signers of which shall be the principal executive, financial or accounting officer of the Issuer, complying (whether or not required) with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its

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Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations (without regard to notice requirements or grace periods) under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Issuer, any Guarantor or any Subsidiary of the Issuer or any Guarantor to comply with any conditions or covenants in this Indenture and, if such signer does know of such a failure to comply, the certificate shall describe such failure with particularity.  The Officers’ Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date.

(b)           The Issuer shall, so long as any of the Securities are outstanding, deliver to the Trustee, immediately upon becoming aware of any Default or Event of Default under this Indenture, an Officers’ Certificate specifying such Default or Event of Default and what action the Issuer is taking or propose to take with respect thereto.  The Trustee shall not be deemed to have knowledge of a Default or an Event of Default unless one of its Trust Officers receives notice of the Default giving rise thereto from the Issuer or any of the Holders.

Section 4.7Reports.

Whether or not Kerzner International is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Kerzner International shall deliver to the Trustee and to each Holder within 15 days after it is or would have been (if it were subject to such reporting obligations) required to furnish such with the SEC, annual and quarterly financial statements substantially equivalent to financial statements that would have been included in reports filed with the SEC, if Kerzner International were subject to the requirements of Section 13 or 15(d) of the Exchange Act, including, with respect to annual information only, a report thereon by Kerzner International’s certified independent public accountants as such would be required in such reports to the SEC, and, together with a management’s discussion and analysis of financial condition and results of operations which would be so required and, to the extent permitted by the Exchange Act or the SEC, file with the SEC the annual, quarterly and other reports which it is or would have (if it were subject to such reporting obligations) been required to file with the SEC.  Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Section 4.8Waiver of Stay, Extension or Usury Laws.

The Issuer and each Guarantor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law wherever enacted which would prohibit or forgive the Issuer or any Guarantor from paying all or any portion of the principal of or interest (and Liquidated Damages, if any) on the Securities as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and (to the extent that they may lawfully do so) the Issuer and each Guarantor hereby expressly waives all benefit or advantage

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of any such law insofar as such law applies to the Securities, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 4.9Limitation on Transactions with Affiliates.

Neither the Issuer nor any of its Subsidiaries will, on or after the Issue Date, enter into or suffer to exist any contract, agreement, arrangement or transaction with any Affiliate (an “Affiliate Transaction”), or any series of related Affiliate Transactions (other than Exempted Affiliate Transactions) (i) unless it is determined that the terms of such Affiliate Transaction are fair and reasonable to Kerzner International or such Subsidiary, as applicable, and no less favorable to Kerzner International or such Subsidiary, as applicable, than could have been obtained in an arm’s length transaction with a non-Affiliate and (ii) if involving consideration to either party in excess of $20 million, unless such Affiliate Transaction(s) has been approved by a majority of the members of the Board of Directors of Kerzner International that are disinterested in such transaction and (iii) if involving consideration to either party in excess of $50 million, unless in addition to the foregoing, Kerzner International, prior to the consummation thereof, obtains a written favorable opinion as to the fairness of such transaction to Kerzner International from a financial point of view from an independent investment banking firm of national reputation.

Section 4.10           Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock.

Except as set forth below in this Section 4.10, the Issuer and the Guarantors will not, and will not permit any of their Subsidiaries to, individually or collectively, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to “incur” or, as appropriate, an “incurrence”), any Indebtedness or any Disqualified Capital Stock (including Acquired Indebtedness), except Permitted Indebtedness.  Notwithstanding the foregoing, if (i) no Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a pro forma basis to, such incurrence of Indebtedness or Disqualified Capital Stock and (ii) on the date of such incurrence (the “Incurrence Date”), the Consolidated Coverage Ratio of Kerzner International for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.0 to l (the “Debt Incurrence Ratio”), then the Issuer and the Guarantors may incur such Indebtedness or Disqualified Capital Stock.

Acquired Indebtedness shall be deemed to have been incurred at the time the person who incurred such Indebtedness becomes a Subsidiary of the Issuer (including upon designation of any Unrestricted Subsidiary or other person as a Subsidiary) or is merged with or into or consolidated with the Issuer or a Subsidiary of the Issuer, as applicable.  Upon each incurrence of Indebtedness, the Issuer may designate pursuant to which provision of this Section 4.10 (including pursuant to which clause of the definition of “Permitted Indebtedness”) such Indebtedness is being incurred and the Issuer may subdivide an amount of Indebtedness and

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designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.10.

Section 4.11           Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries.

The Issuer and the Guarantors will not, and will not permit any of their Subsidiaries to, individually or collectively, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of Kerzner International or such Guarantors to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, Kerzner International, the Guarantors or any Subsidiary of any of them, or to guaranty the Securities, except (a) restrictions imposed by the Securities or herein or by other Indebtedness (which may also be guaranteed by the Guarantors) ranking pari passu with the Securities or the Guarantees, as applicable, provided that such restrictions are no more restrictive taken as a whole than those imposed by the Indenture and the Securities, (b)  restrictions imposed by applicable law, (c) any restriction imposed by Indebtedness incurred under the Credit Agreement or other Senior Debt incurred pursuant to Section 4.10 hereof; provided that such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, (d) any restriction imposed by Indebtedness incurred by any Guarantor pursuant to Section 4.10 or Section 4.14; provided, that a majority of the members of the Board of Directors of Kerzner International and such Guarantor shall have determined in good faith that (i) such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date or (ii) such restriction or requirement will not, individually or together with such other restrictions or requirements imposed on any other Guarantor, be reasonably expected to result (except upon a default or event of default under such Indebtedness) in the Issuer not having sufficient funds to make scheduled payments of cash interest on the Securities when due, (e) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by Kerzner International or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (f) restrictions with respect solely to a Subsidiary of Kerzner International imposed pursuant to a binding agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary that are being sold, (g) restrictions on transfer contained in FF&E Indebtedness incurred pursuant to paragraph (c) of the definition of “Permitted Indebtedness,” provided such restrictions relate only to the transfer of the property acquired with the proceeds of such FF&E Indebtedness, and (h) in connection with and pursuant to Permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c), (d) or (e) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease, license or contract entered into in the ordinary course of business, consistent with industry practice, nor (b) Liens permitted

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under the terms of this Indenture shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be.

Section 4.12           Limitation on Liens Securing Indebtedness.

The Issuer and the Guarantors will not, and will not permit any of their Subsidiaries to, individually or collectively, create, incur, assume or suffer to exist any Lien of any kind, other than Permitted Liens, upon any of their respective assets now owned or acquired on or after the date of this Indenture or upon any income or profits therefrom securing any Indebtedness of the Issuer, the Guarantors or any of their Subsidiaries other than Senior Debt, unless the Issuer and Guarantors each provide, and cause their Subsidiaries to provide, concurrently therewith, that the Securities are equally and ratably so secured, provided that, if such Indebtedness is Subordinated Indebtedness, the Lien securing such Subordinated Indebtedness shall be subordinate and junior to the Lien securing the Securities with the same relative priority as such Subordinated Indebtedness shall have with respect to the Securities.

Section 4.13           Limitation on Sale of Assets and Subsidiary Stock.

The Issuer and the Guarantors will not, and will not permit any of their Subsidiaries to, individually or collectively, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of its property, business or assets, including by merger or consolidation, and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of Kerzner International, whether by Kerzner International or a Subsidiary of Kerzner International or through the issuance, sale or transfer of Equity Interests by a Subsidiary of Kerzner International, and including any sale and leaseback transaction (an “Asset Sale”), unless (i)(a) within 360 days after the date of such Asset Sale, the Net Cash Proceeds therefrom (the “Asset Sale Offer Amount”) are applied to the optional redemption of the Securities in accordance with the terms of this Indenture or to the repurchase of the Securities and other Indebtedness of the Issuer on a parity with the Securities with similar provisions requiring the Issuer to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Securities and such other Indebtedness then outstanding) pursuant to an irrevocable, unconditional cash offer (the “Asset Sale Offer”) to repurchase Securities at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) with respect to each such series of Indebtedness (the “Asset Sale Offer Price”) together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment, made within 540 days of such Asset Sale or (b) within 540 days following such Asset Sale, the Asset Sale Offer Amount is (1) invested in assets and property (other than notes, bonds, obligation and securities) which in the good faith judgment of the Board of Directors of Kerzner International will immediately constitute or be a part of a Related Business of Kerzner International or such Subsidiary (if it continues to be a Subsidiary) immediately following such investment or (2) used to permanently reduce Senior Debt (provided that in the case of a revolving loan agreement or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount), (ii) no more than the greater of (A) $20 million or (B) 15% of the total consideration for such Asset Sale or series of related Asset Sales consists of consideration other than cash or Cash Equivalents, provided however, that more than 15% of the

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total consideration may consist of consideration other than cash or Cash Equivalents if (A) the portion of such consideration that does not consist of cash or Cash Equivalents consists of assets of a type ordinarily used in the operation of a Related Business (including Capital Stock of a person that becomes a wholly owned Subsidiary and that holds such assets) to be used by the Issuer or a Subsidiary in the conduct of a Related Business, and (B) the terms of such Asset Sale have been approved by a majority of the members of the Board of Directors of Kerzner International having no personal stake in such transaction, (iii) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to, such Asset Sale, and (iv) if the value of the assets disposed of is at least $20 million, the Board of Directors of Kerzner International determines in good faith that Kerzner International or such Subsidiary, as applicable, receives fair market value for such Asset Sale (as evidenced by a resolution of the Board of Directors).  Pending the final application of any Net Cash Proceeds, the Issuer may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by this Indenture.

Notwithstanding the foregoing provisions of the prior paragraph:

(i)            Kerzner International and its Subsidiaries may, in the ordinary course of business, convey, sell, transfer, assign or otherwise dispose of inventory acquired and held for resale in the ordinary course of business;

(ii)           Kerzner International and its Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets pursuant to and in accordance with Article V;

(iii)          Kerzner International and its Subsidiaries may sell or dispose of damaged, worn out or other obsolete property in the ordinary course of business so long as such property is no longer necessary for the proper conduct of the business of Kerzner International or such Subsidiary, as applicable;

(iv)          Kerzner International and any of its Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets to Kerzner International or any Guarantor; and

(v)           Kerzner International may sell Non-Strategic Real Estate.

An Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not applied to the uses set forth in (i) above (the “Excess Proceeds”) exceeds $50 million and that each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the “Asset Sale Offer Period”).  Upon expiration of the Asset Sale Offer Period, the Issuer shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the applicable Asset Sale Offer Price (together with accrued and unpaid interest and Liquidated Damages, if any).  To the extent that the aggregate amount of Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Issuer may use any remaining Net Cash Proceeds for general corporate purposes as otherwise permitted by this Indenture and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.  For purposes of (ii) above, total consideration received means the total

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consideration received for such Asset Sales minus the amount of (a) Senior Debt assumed by a transferee which assumption permanently reduces the amount of Indebtedness outstanding on the Issue Date or permitted pursuant to clause (a) or (c) of the definition of Permitted Indebtedness (including that in the case of a revolving loan agreement or similar arrangement that makes credit available, such commitment is so reduced by such amount), (b) FF&E Indebtedness secured solely by the assets sold and assumed by a transferee and (c) property that within 30 days of such Asset Sale is converted into Cash or Cash Equivalents.

All Net Cash Proceeds from an Event of Loss shall be invested, used for prepayment of Senior Debt, or used to repurchase Securities, all within the period and as otherwise provided above in clauses (i)(a) or (i)(b) of the first paragraph of this Section 4.13.

Notice of an Asset Sale Offer shall be sent, on or prior to the commencement of the Asset Sale Offer, by first-class mail, by the Issuer to each Holder at its registered address, with a copy to the Trustee.  The Asset Sale Offer shall remain open for at least 20 Business Days following its commencement.  The notice to the Holders shall contain all information, instructions and materials required by applicable law or otherwise material to such Holders’ decision to tender Securities pursuant to the Asset Sale Offer.  The notice, which (to the extent consistent with this Indenture) shall govern the terms of an Asset Sale Offer, shall state:

(1)             that the Asset Sale Offer is being made pursuant to such notice and this Section 4.13;

(2)             the Asset Sale Offer Amount, the Asset Sale Offer Price (including the amount of accrued but unpaid interest (and Liquidated Damages, if any)), and the date of purchase;

(3)             that any Security or portion thereof not tendered or accepted for payment will continue to accrue interest if interest is then accruing;

(4)             that, unless the Issuer defaults in depositing cash with the Paying Agent (which may not for purposes of this Section 4.13, notwithstanding anything in this Indenture to the contrary, be the Issuer or any Affiliate of the Issuer) in accordance with the last paragraph of this Section 4.13, any Security, or portion thereof, accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date;

(5)             that Holders electing to have a Security, or portion thereof, purchased pursuant to an Asset Sale Offer will be required to surrender their Security, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 4.13, notwithstanding any other provision of this Indenture, be the Issuer or any Affiliate of the Issuer) at the address specified in the notice;

(6)             that Holders will be entitled to withdraw their elections, in whole or in part, if the Paying Agent receives, prior to the expiration

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of the Asset Sale Offer, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement containing a facsimile signature and stating that such Holder is withdrawing his election to have such principal amount of Securities purchased;

(7)             that if Indebtedness, including Securities, in a principal amount in excess of the principal amount of Indebtedness, including Securities, to be acquired pursuant to the Asset Sale Offer are tendered and not withdrawn, the Issuer shall purchase Indebtedness, including Securities on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Securities, in denominations of $1,000 or integral multiples of $1,000 shall be acquired);

(8)             that Holders whose Securities were purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered; and

(9)             the circumstances and relevant facts regarding such Asset Sales; and

(10)           the CUSIP Number, if any, of the Securities.

The Issuer agrees that any Asset Sale Offer shall be made in compliance with all applicable laws, rules, and regulations, including, if applicable, Regulation 14E of the Exchange Act and the rules and regulations thereunder and all other applicable United States Federal and state securities laws, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws.

On or before the date of purchase, the Issuer shall (i) accept for payment Indebtedness, including Securities, or portions thereof properly tendered pursuant to the Asset Sale Offer (on a pro rata basis if required pursuant to paragraph (7) above), (ii) deposit with the Paying Agent cash sufficient to pay the Asset Sale Offer Price for all Securities or portions thereof so accepted and (iii) deliver to the Trustee Securities so accepted together with an Officers’ Certificate setting forth the Securities or portions thereof being purchased by the Issuer.  The Paying Agent shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the Asset Sale Offer Price for such Securities, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered.  Any Securities not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof.

Section 4.14           Limitation on Layering Indebtedness.

The Issuer and the Guarantors will not, individually or collectively, directly or indirectly, incur, or suffer to exist any Indebtedness that is, or by its terms may become, subordinate in right of payment to any other Indebtedness of the Issuer or any Guarantor unless such Indebtedness, by its terms, is subordinated in right of payment to, or ranks pari passu with, the Securities or the Guarantees, as applicable.

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Section 4.15           Intentionally Omitted.

Section 4.16           Limitation on Status as Investment Company.

Neither of Kerzner International nor any of its Subsidiaries shall become required to be registered as an “investment company” (as that term is defined in the Investment Company Act of 1940, as amended), or otherwise become subject to regulation under the Investment Company Act.

Section 4.17           Future Subsidiary Guarantors.

The Issuer covenants and agrees that it shall cause each person that becomes a Subsidiary of the Issuer to execute a Guarantee in the form of Exhibit B hereto and shall cause such Subsidiary to enter into a supplemental indenture for the purpose of jointly and severally guaranteeing, irrevocably and unconditionally, on a senior subordinated basis, the Issuer’s obligations to pay principal, premium and interest (and Liquidated Damages, if any) on the Securities.

Section 4.18           Payment for Consent.

Neither the Issuer nor any of its Subsidiaries or Unrestricted Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of any Securities for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all Holders of the Securities which so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement, which solicitation documents must be mailed to all Holders of the Securities prior to the expiration of the solicitation.

Section 4.19           Suspended Covenants.

During any period of time that (i) the Securities have Investment Grade Status and (ii) no Default or Event of Default has occurred and is continuing, the Issuer and its Subsidiaries will not be subject to Sections 4.3, 4.10, 4.13 or clause (iii) of Section 5.1 (collectively, the “Suspended Covenants”).  In the event that the Issuer and its Subsidiaries are not subject to the Suspended Covenants with respect to the Securities for any period of time as a result of the preceding sentence and, subsequently, either of the Rating Agencies withdraws its rating or assigns the Securities a rating below the required Investment Grade Ratings, then the Issuer and its Subsidiaries will thereafter again be subject to the Suspended Covenants.

Section 4.20           Payment of Additional Amounts.

The Issuer will, subject to the limitations and exceptions set forth below, pay to each Holder such amounts (the “Additional Amounts”) as may be necessary in order that every net payment or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect to a Note, or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas

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or any authority thereof or therein having power to tax, will result in the receipt by the Holders of the amounts that would have been received by them had no such deduction or withholding been required; provided, however, that no such Additional Amounts shall be payable in respect of any Note for:

(1)           any tax, duty, assessment, or other governmental charge which would not have been imposed but for the fact that such Holder:

(a)           is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Note;

(b)           presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or

(c)           presented such Note for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Note for payment on any day within such period of 30 days;

(2)           any estate, inheritance, gift, sales, transfer, or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Securities;

(3)           any tax, duty, assessment, or other governmental charge imposed on a Holder that is not the beneficial owner of a Note to the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had the beneficial owner directly held the Note; or

(4)           any combination of items (1), (2) and (3).

Whenever there is mentioned herein in any context, the payment of the principal of or any premium or interest on, or in respect of, any Note or the net proceeds received on the sale or exchange of any Note, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to this Indenture.

Without limiting a Holder’s right to receive payment of Additional Amounts, in the event that Additional Amounts actually paid with respect to the Securities are based on rates of deduction or withholding of Bahamian taxes in excess of the appropriate rate applicable to the Holder of such Securities and, as a result thereof, such Holder of Securities is entitled to make a claim for a refund or credit of such excess, then such Holder of Securities shall, by accepting the Securities and receiving a payment of Additional Amounts, be deemed to have assigned and transferred all right, title and interest to any such claim for a refund or credit of such excess to the Issuer.  By making such assignment, the Holder of Securities makes no representation or

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warranty that the Issuer will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto.

ARTICLE V

SUCCESSOR CORPORATION

Section 5.1             Limitation on Merger, Sale or Consolidation of Kerzner International.

Kerzner International will not, directly or indirectly, consolidate with or merge with or into another person or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another person or group of affiliated persons or adopt a plan of liquidation, unless (i) either (a) Kerzner International is the resulting surviving or transferee entity (the “Successor Company”) or (b) the Successor Company or, in the case of a plan of liquidation, the entity which receives the greatest value from such plan of liquidation is a corporation organized under the laws of the Commonwealth of The Bahamas, any member country of the European Union, Canada or the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of Kerzner International in connection with the Securities and the Indenture; (ii) no Default or Event of Default shall exist or shall occur immediately after giving effect on a pro forma basis to such transaction; and (iii) immediately after giving effect to such transaction on a pro forma basis, the Successor Company or, in the case of a plan of liquidation, the entity which receives the greatest value from such plan of liquidation would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio contained in Section 4.10.

On or prior to the consummation of the proposed transaction, Kerzner International shall have delivered to the Trustee (x) an Officers’ Certificate, stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or disposition and such supplemental indenture executed in connection therewith comply with this Indenture and (y) an Opinion of Counsel stating that the conditions in clause (i)(b) of the first paragraph of this Section 5.1 have been satisfied, if applicable.  The Trustee shall be entitled to conclusively rely upon such Officers’ Certificate and Opinion of Counsel.

For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of all or substantially all of the properties and assets of one or more Subsidiaries of Kerzner International shall be deemed to be the transfer of all or substantially all of the properties and assets of Kerzner International, if the interest of Kerzner International in the properties and assets of such Subsidiary or Subsidiaries constitutes all or substantially all of the properties and assets of Kerzner International.

Section 5.2             Successor Corporation Substituted.

Upon any consolidation or merger or any transfer of all or substantially all of the assets of Kerzner International, or consummation of a plan of liquidation in accordance with the foregoing, the successor corporation formed by such consolidation or into which Kerzner

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International is merged or to which such transfer is made or, in the case of a plan of liquidation, the entity which receives the greatest value from such plan of liquidation shall succeed to, and (except in the case of a lease or any transfer of substantially all (but less than all) of the assets of Kerzner International) be substituted for, and may exercise every right and power of, Kerzner International, under this Indenture with the same effect as if such successor corporation had been named herein as Kerzner International and (except in the case of a lease or any transfer of substantially all (but less than all) of the assets of Kerzner International) Kerzner International shall be released from the obligations under the Securities and this Indenture except with respect to any obligations that arise from, or are related to, such transaction.

ARTICLE VI

EVENTS OF DEFAULT AND REMEDIES

Section 6.1             Events of Default.

“Event of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be caused voluntarily or involuntarily or effected, without limitation, by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1)             the failure by the Issuer to pay any installment of interest or Liquidated Damages, if any, on the Securities as and when the same becomes due and payable and the continuance of any such failure for 30 days;

(2)             the failure by the Issuer to pay all or any part of the principal, or premium, if any, on the Securities when and as the same becomes due and payable at maturity, redemption, by acceleration or otherwise, whether or not prohibited by Article XII hereof, including, without limitation, payment of the Change of Control Purchase Price or the Asset Sale Offer Price, or otherwise;

(3)             the failure by the Issuer or any of its Subsidiaries otherwise to comply with Sections 4.13, 5.1 and 5.2 and Article X;

(4)             (A) failure by the Issuer or any of its Subsidiaries to observe or perform any other covenant or agreement contained in Article IV (except as provided in clauses (1), (2) and (3) above) and the continuance of such failure for a period of 30 days after written notice is given to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the Securities outstanding, or (B) failure by the Issuer or any of its Subsidiaries to observe or perform any other covenant or agreement contained in the Securities or herein (except as provided for in clauses (1), (2), (3) and (4)(A) above) and the continuance of such failure for 60 days after written notice is given to the Issuer by the Trustee or the Issuer and the

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Trustee by the Holders of at least 25% in aggregate principal amount of Securities outstanding;

(5)             a decree, judgment, or order by a court of competent jurisdiction shall have been entered adjudicating the Issuer or any of its Significant Subsidiaries as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of the Issuer or any of its Significant Subsidiaries under any bankruptcy or similar law, and such decree or order shall have continued undischarged and unstayed for a period of 60 consecutive days; or a decree or order of a court of competent jurisdiction, judgment appointing a receiver, liquidator, trustee, or assignee in bankruptcy or insolvency for the Issuer, any of its Significant Subsidiaries, or any substantial part of the property of any such person, or for the winding up or liquidation of the affairs of any such person, shall have been entered, and such decree, judgment, or order shall have remained in force undischarged and unstayed for a period of 60 days;

(6)             the Issuer or any of its Significant Subsidiaries shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under any bankruptcy or similar law or similar statute, or shall consent to the filing of any such petition, or shall consent to the appointment of a Custodian, receiver, liquidator, trustee, or assignee in bankruptcy or insolvency of it or any substantial part of its assets or property, or shall make a general assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due;

(7)             a default in Indebtedness of the Issuer or any of its Subsidiaries with an aggregate principal amount in excess of $20 million (a) resulting from the failure to pay any principal at final stated maturity or (b) as a result of which the maturity of such Indebtedness has been accelerated prior to its stated maturity; and

(8)             final unsatisfied judgments not covered by insurance aggregating in excess of $20 million, at any one time rendered against the Issuer or any of its Subsidiaries and either (a) the commencement by any creditor of any enforcement proceeding upon any such judgment that is not promptly stayed or (b) such judgment is not stayed, bonded or discharged within 60 days.

Section 6.2             Acceleration of Maturity Date; Rescission and Annulment.

If an Event of Default occurs and is continuing (other than an Event of Default specified in clauses (5) and (6), above, relating to the Issuer or any of its Significant Subsidiaries,) then in every such case, unless the principal of all of the Securities shall have already become due and payable, either the Trustee or the Holders of 25% in aggregate principal amount of the Securities then outstanding, by notice in writing to the Issuer (and to the Trustee if given by Holders) (an “Acceleration Notice”), may declare all principal and premium, if any,

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determined as set forth below, and accrued and unpaid interest and Liquidated Damages, if any, thereon to be due and payable immediately; provided, however, that if any Senior Debt is outstanding pursuant to the Credit Agreement, such acceleration shall not be effective until the earlier of (x) the fifth Business Day after the giving to Kerzner International and the Representative of such written notice, unless such Event of Default is cured or waived prior to such date and (y) the date of acceleration of any Senior Debt under the Credit Agreement.  If an Event of Default specified in clauses (5) and (6) above relating to the Issuer or any of its Significant Subsidiaries occurs, all principal and accrued interest on the Securities will be immediately due and payable on all outstanding Securities without any declaration or other act on the part of Trustee or the Holders.

At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article VI, the Holders of a majority in aggregate principal amount of then outstanding Securities, by written notice to the Issuer and the Trustee, may rescind, on behalf of all Holders, any such declaration of acceleration if:

(1)      the Issuer has paid or deposited with the Trustee a sum sufficient to pay

(A)              all overdue interest (and Liquidated Damages, if any) on all Securities,

(B)               the principal of (and premium, if any, applicable to) any Securities which would become due otherwise than by such declaration of acceleration, and interest thereon at the rate borne by the Securities,

(C)               to the extent that payment of such interest is lawful, interest upon overdue interest (and Liquidated Damages, if any) at the rate borne by the Securities,

(D)              all sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and

(2)      all Events of Default, other than the non-payment of amounts which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.12.

Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security, unless all such affected Holders agree, in writing, to waive such Event of Default or other event.  No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

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Section 6.3             Collection of Indebtedness and Suits for Enforcement by Trustee.

The Issuer covenants that if an Event of Default in payment of principal, premium, or interest (and Liquidated Damages, if any) specified in Section 6.1(1) or (2) occurs and is continuing, the Issuer shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal, premium (if any) and interest (and Liquidated Damages, if any), and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest (and Liquidated Damages, if any), at the rate borne by the Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including compensation to, and expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust in favor of the Holders, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Issuer or any other obligor upon the Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer or any other obligor upon the Securities, wherever situated.

If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Section 6.4             Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or any other obligor upon the Securities or the property of the Issuer or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise to take any and all actions under the TIA, including:

(i)            to file and prove a claim for the whole amount of principal (and premium, if any) and interest (and Liquidated Damages, if any) owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel) and of the Holders allowed in such judicial proceeding, and

(ii)           to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

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and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment, or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.5             Trustee May Enforce Claims Without Possession of Securities.

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust in favor of the Holders, and any recovery of judgment shall, after provision for the payment of compensation to, and expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

Section 6.6             Priorities.

Subject to Article XII, any money collected by the Trustee pursuant to this Article VI shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal, premium (if any) or interest (and Liquidated Damages, if any), upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST:  To the Trustee in payment of all amounts due pursuant to Section 7.7;

SECOND:  To the Holders in payment of the amounts then due and unpaid for principal of, premium (if any) and interest (and Liquidated Damages, if any) on, the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any) and interest (and Liquidated Damages, if any), respectively; and

THIRD:  To the Issuer or as a court of competent jurisdiction shall direct in writing, the remainder, if any.

Section 6.7             Limitation on Suits.

No Holder of any Security shall have any right to order or direct the Trustee to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

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(A)              such Holder has previously given written notice to the Trustee of a continuing Event of Default;

(B)               the Holders of not less than 25% in principal amount of then outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(C)               such Holder or Holders have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred or reasonably probable to be incurred in compliance with such request;

(D)              the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(E)               no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the outstanding Securities;

it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders.

Section 6.8             Unconditional Right of Holders to Receive Principal, Premium and Interest.

Notwithstanding any other provision of this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of, and premium (if any) and interest (and Liquidated Damages, if any) on, such Security on the Maturity Dates or Interest Payment Dates, as applicable, of such payments as expressed in such Security (in the case of redemption, the Redemption Price on the Redemption Date; in the case of a Change of Control, the Change of Control Purchase Price, on the Change of Control Purchase Date; and in the case of an Asset Sale, the Asset Sale Offer Price on the relevant purchase date); and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

Section 6.9             Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 2.7, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or

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remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.10           Delay or Omission Not Waiver.

No delay or omission by the Trustee or by any Holder of any Security to exercise any right or remedy arising upon any Event of Default shall impair the exercise of any such right or remedy or constitute a waiver of any such Event of Default.  Every right and remedy given by this Article VI or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.11           Control by Holders.

The Holder or Holders of a majority in aggregate principal amount of then outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred upon the Trustee, provided, that:

(1)             such direction shall not be in conflict with any rule of law or with this Indenture,

(2)             the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction, and

(3)             the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Section 6.12           Waiver of Past Default.

Subject to Section 6.8, the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Securities may, by written notice to the Trustee on behalf of all Holders, prior to the declaration of the maturity of the Securities, waive any past default hereunder and its consequences, except a default:

(A)              in the payment of the principal of, premium, if any, or interest (and Liquidated Damages, if any) on, any Security as specified in clauses (1) and (2) of Section 6.1, or

(B)               in respect of a covenant or provision hereof which, under Article IX, cannot be modified or amended without the consent of the Holder of each outstanding Security affected.

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Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair the exercise of any right arising therefrom.

Section 6.13           Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Security by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted to be taken by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 6.13 shall not apply to any suit instituted by the Issuer, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in aggregate principal amount of the outstanding Securities, or to any suit instituted by any Holder for enforcement of the payment of principal of, or premium (if any) or interest (and Liquidated Damages, if any) on, any Security on or after the Maturity Date of such Security.

Section 6.14           Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every case, subject to any determination in such proceeding, the Issuer, the Guarantors, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

ARTICLE VII

TRUSTEE

The Trustee hereby accepts the trust imposed upon it by this Indenture and covenants and agrees to perform the same, as herein expressed.

Section 7.1             Duties of Trustee.

(a)           If a Default or an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

(b)           Except during the continuance of a Default or an Event of Default:

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(1)             the Trustee need perform only those duties as are specifically set forth in this Indenture and no others, and no covenants or obligations shall be implied in or read into this Indenture which are adverse to the Trustee; and

(2)             in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.  However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).

(c)           The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)         this paragraph does not limit the effect of subsection (b) of this Section 7.1;

(ii)        the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and

(iii)       the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.12.

(d)           The Trustee shall comply with any order or directive of a Gaming Authority requiring that the Trustee submit, at the expense of the Issuer, an application for any license, finding of suitability or other approval pursuant to any gaming law and will cooperate fully and completely in any proceeding related to such application; provided, however, that in the event the Trustee in its reasonable judgment determines that complying with such order or directive would subject it or its officers or directors to unreasonable or onerous requirements, the Trustee may, at its option, resign as Trustee in lieu of complying with such order or directive; and provided, further, that no resignation shall become effective until a successor Trustee is appointed and delivers a written acceptance in accordance with Section 7.8 hereof.

(e)           No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture or at the request, order or direction of the Holders or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(f)            Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c), (d) and (e) of this Section 7.1.

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(g)           The Trustee shall not be liable for interest on any assets received by it except as the Trustee may agree in writing with the Issuer.  Assets held in trust by the Trustee need not be segregated from other assets except to the extent required by law.

Section 7.2             Rights of Trustee.

Subject to Section 7.1:

(a)           The Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person.  The Trustee need not investigate any fact or matter stated in the document.

(b)           Before the Trustee acts or refrains from acting, it may consult with counsel of its selection and may require an Officers’ Certificate or an Opinion of Counsel, which shall conform to Sections 13.4 and 13.5.  The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.

(c)           The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d)           The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers.

(e)           The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit.

(f)            The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby.

(g)           Except with respect to Section 4.1, the Trustee shall have no duty to inquire as to the performance of the Issuer’s covenants in Article IV hereof.  In addition, the Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i) any Event of Default occurring pursuant to Sections 6.1(1), 6.1(2) and 4.1, or (ii) any Default or Event of Default of which the Trustee shall have received written notification or of which a Trust Officer shall have obtained actual knowledge.

(h)           Any request or direction of the Issuer mentioned herein will be sufficiently evidenced by an Issuer Request or Issuer Order and any resolution of the Board of Directions will be sufficiently evidenced by a Board Resolution;

(i)            The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall

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be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other person employed to act hereunder; and

(j)            The Trustee may request that the Issuer deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

Section 7.3             Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Issuer, any Guarantor, any of their respective Subsidiaries, or their respective Affiliates with the same rights it would have if it were not Trustee.  Any Agent may do the same with like rights.  However, the Trustee must comply with Sections 7.10 and 7.11.

Section 7.4             Trustee’s Disclaimer.

The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities and it shall not be accountable for the Issuer’s use of the proceeds from the Securities, and it shall not be responsible for any statement in the Securities (other than the Trustee’s certificate of authentication) or for the use or application of any funds received by a Paying Agent other than the Trustee.

Section 7.5             Notice of Default.

If a Default or an Event of Default occurs and is continuing and if it is actually known to the Trustee, the Trustee shall mail to each Securityholder notice of the uncured Default or Event of Default within 90 days after such Default or Event of Default occurs.  Except in the case of a Default or an Event of Default in payment of principal (or premium, if any) of, or interest (and Liquidated Damages, if any) on, any Security (including the payment of the Change of Control Purchase Price on the Change of Control Purchase Date, the Redemption Price on the Redemption Date, and the Asset Sale Offer Price on the relevant purchase date), the Trustee may withhold the notice if and so long as a Trust Officer in good faith determines that withholding the notice is in the interest of the Securityholders.

Section 7.6             Reports by Trustee to Holders.

If required by law, within 60 days after each January 31 beginning with the January 31 following the date of this Indenture, the Trustee shall mail to each Securityholder a brief report dated as of such January 31 that complies with TIA § 313(a).  If required by law, the Trustee also shall comply with TIA §§ 313(b) and 313(c).

The Issuer shall promptly notify the Trustee in writing if the Securities become listed on any stock exchange or automatic quotation system.

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A copy of each report at the time of its mailing to Securityholders shall be mailed to the Issuer and filed with the SEC and each stock exchange, if any, on which the Securities are listed.

Section 7.7             Compensation and Indemnity.

The Issuer shall pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer and the Trustee for its services.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Issuer shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances incurred or made by it.  Such expenses shall include the reasonable compensation, disbursements, fees and expenses of the Trustee’s agents, accountants, experts and counsel.

The Issuer shall indemnify the Trustee (in its capacity as Trustee, Registrar and Paying Agent) and each of its officers, directors, attorneys-in-fact and agents for, and hold it harmless against, any and all claims, losses, damages, liabilities, demands, fees, expenses (including but not limited to reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel), losses or liabilities incurred by them without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust and their rights or duties hereunder including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.  The Trustee shall notify the Issuer promptly of any claim asserted against the Trustee of which it has received written notice for which it may seek indemnity.  The Issuer shall defend the claim and the Trustee shall provide reasonable cooperation at the Issuer’s expense in the defense.  The Trustee may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel; provided, that the Issuer will not be required to pay such fees and expenses if they assume the Trustee’s defense and there is, in the reasonable discretion of the Trustee, no conflict of interest between the Issuer and the Trustee in connection with such defense.  The Issuer need not pay for any settlement made without their written consent.  The Issuer need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its own negligence, bad faith or willful misconduct.

To secure the Issuer’s payment obligations in this Section 7.7, the Trustee shall have a lien prior to the Securities on all assets held or collected by the Trustee, in its capacity as Trustee, except assets held in trust to pay principal and premium, if any, of or interest (and Liquidated Damages, if any) on particular Securities.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

The Issuer’s obligations under this Section 7.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee, the discharge of the Issuer’s obligations pursuant to Article VIII of this Indenture and any rejection or termination of this Indenture under any Bankruptcy Law.

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Section 7.8             Replacement of Trustee.

The Trustee may resign by so notifying the Issuer in writing.  The Holder or Holders of a majority in principal amount of the outstanding Securities may remove the Trustee by so notifying the Issuer and the Trustee in writing and may appoint a successor trustee with the Issuer’s consent.  The Issuer may remove the Trustee if:

(1)             the Trustee fails to comply with Section 7.10;

(2)             the Trustee is adjudged bankrupt or insolvent;

(3)             a receiver, Custodian, or other public officer takes charge of the Trustee or its property; or

(4)             the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor Trustee.  Within one year after the successor Trustee takes office, the Holder or Holders of a majority in principal amount of the Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer.  Immediately after that and provided that all sums owing to the Trustee provided for in Section 7.7 have been paid, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided in Section 7.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.  A successor Trustee shall mail notice of its succession to each Holder.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the expense of the Issuer), the Issuer or the Holder or Holders of at least 10% in principal amount of the outstanding Securities may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Issuer’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee.

Section 7.9             Successor Trustee by Merger, Etc.

If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the resulting, surviving or

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transferee corporation without any further act shall, if such resulting, surviving or transferee corporation is otherwise eligible hereunder, be the successor Trustee.

Section 7.10           Eligibility; Disqualification.

The Trustee shall at all times satisfy the requirements of TIA § 310(a)(1) and TIA § 310(a)(5).  The Trustee shall have a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition.  The Trustee shall comply with TIA § 310(b).

Section 7.11           Preferential Collection of Claims against Issuer.

The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b).  A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.

ARTICLE VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1             Option to Effect Legal Defeasance or Covenant Defeasance.

The Issuer may, at its option at any time, elect to have Section 8.2 or Section 8.3 applied to all outstanding Securities upon compliance with the conditions set forth below in this Article VIII.

Section 8.2             Legal Defeasance and Discharge.

Upon the Issuer’s exercise under Section 8.1 of the option applicable to this Section 8.2, the Issuer and the Guarantors shall be deemed to have been discharged from their respective obligations with respect to all outstanding Securities on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).  For this purpose, such Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of its other obligations under such Securities and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments provided to it acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder:  (a) the rights of Holders of outstanding Securities to receive solely from the trust fund described in Section 8.4, and as more fully set forth in such section, payments in respect of the principal of, premium, if any, and interest (and Liquidated Damages, if any) on such Securities when such payments are due, (b) the Issuer’s obligations with respect to such Securities under Sections 2.4, 2.6, 2.7, 2.10 and 4.2, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith and (d) this Article VIII.  Subject to compliance with this Article VIII, the Issuer may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 8.3 with respect to the Securities.

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Section 8.3             Covenant Defeasance.

Upon the Issuer’s exercise under Section 8.1 of the option applicable to this Section 8.3, the Issuer shall be released from its obligations under the covenants contained in Sections 4.3, 4.6, 4.7, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.16, Article V and Article X with respect to the outstanding Securities on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Securities shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder.  For this purpose, such Covenant Defeasance means that, with respect to the outstanding Securities, the Issuer need not comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document, but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby.  In addition, upon the Issuer’s exercise under Section 8.1 of the option applicable to this Section 8.3, Sections 6.1(3) through 6.1(8) shall not constitute Events of Default.

Section 8.4             Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.2 or Section 8.3 to the outstanding Securities:

(a)           The Issuer shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article VIII applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (a) cash in an amount, or (b) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, cash in an amount, or (c) a combination thereof, in such amounts, as in each case will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the principal of, premium, if any, and interest (and Liquidated Damages, if any) on the outstanding Securities on the stated maturity or on the applicable redemption date, as the case may be, of such principal or installment of principal, premium, if any, or interest (and Liquidated Damages, if any); provided that the Trustee shall have been irrevocably instructed to apply such cash and the proceeds of such U.S. Government Obligations to said payments with respect to the Securities.

(b)           In the case of an election under Section 8.2, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably satisfactory to the Trustee confirming that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date hereof, there has been a change in the applicable United States Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the outstanding Securities will not

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recognize income, gain or loss for United States Federal income tax purposes as a result of such Legal Defeasance and will be subject to United States Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance has not occurred;

(c)           In the case of an election under Section 8.3, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the Holders of the outstanding Securities will not recognize income, gain or loss for United States Federal income tax purposes as a result of such Covenant Defeasance and will be subject to United States Federal income tax in the same amount, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d)           No Default or Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit or, in so far as Section 6.1(5) or 6.1(6) is concerned, at any time in the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period);

(e)           Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound;

(f)            In the case of an election under either Section 8.2 or 8.3, the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit made by the Issuer pursuant to its election under Section 8.2 or 8.3 was not made by the Issuer with the intent of hindering, delaying or defrauding creditors of the Issuer or others;

(g)           The Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel in the United States, each stating that the conditions precedent provided for, in the case of the Officers’ Certificate, in subsections (a) through (f) of this Section 8.4 and, in the case of the Opinion of Counsel, subsections (a) (with respect to the validity and perfection of the security interest), (b), (c) and (e) of this Section 8.4 have been complied with as contemplated by this Section 8.4.

Section 8.5             Deposited Cash and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.6, all cash and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 in respect of the outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest (and Liquidated Damages, if any), but such money need not be segregated from other funds except to the extent required by law.

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The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Securities.

Section 8.6             Repayment to the Issuer.

Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any cash or U.S. Government Obligations held by it as provided in Section 8.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereto delivered to the Trustee (which may be the opinion delivered under Section 8.4(a)), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, or interest (and Liquidated Damages, if any) on any Security and remaining unclaimed for two years after such principal, and premium, if any, or interest (and Liquidated Damages, if any) has become due and payable shall be paid to the Issuer on its request; and the Holder of such Security shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.

Section 8.7             Reinstatement.

If the Trustee or Paying Agent is unable to apply any cash or U.S. Government Obligations in accordance with Section 8.2 or 8.3, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.2 or 8.3 until such time as the Trustee or Paying Agent is permitted to apply such money in accordance with Section 8.2 and 8.3, as the case may be; provided, however, that, if the Issuer make any payment of principal of, premium, if any, or interest (and Liquidated Damages, if any) on any Security following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Securities to receive such payment from the cash held by the Trustee or Paying Agent.

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ARTICLE IX

AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.1             Supplemental Indentures Without Consent of Holders.

Without the consent of any Holder, the Issuer or any Guarantor, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

(1)             to cure any ambiguity, defect, or inconsistency, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such action pursuant to this clause (1) shall not adversely affect the interests of any Holder in any respect;

(2)             to add to the covenants of the Issuer for the benefit of the Holders, or to surrender any right or power herein conferred upon the Issuer or to make any other change that does not adversely affect the rights of any Holder; provided, that such change does not adversely affect the rights of any Holder;

(3)             to provide for additional Guarantors of the Securities;

(4)             to evidence the succession of another person to the Issuer, and the assumption by any such successor of the obligations of the Issuer, herein and in the Securities in accordance with Article V;

(5)             to comply with the TIA;

(6)             to comply with the provisions of the Depository, Euroclear or Clearstream or the Trustee with respect to the provisions of this Indenture or the Securities relating to transfers and exchanges of Securities or beneficial interests therein; or

(7)             to provide for the issuance of Additional Securities in accordance with the limitations set forth in this Indenture as of the date hereof.

Section 9.2             Amendments, Supplemental Indentures and Waivers with Consent of Holders.

Subject to Section 6.8 and the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Issuer and the Trustee, the Issuer and any Guarantor, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities.  Subject to Section 6.8 and the last sentence of this paragraph, the Holder or Holders of a majority, in principal amount of then outstanding Securities may waive compliance by the Issuer or any Guarantor with any provision of this

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Indenture or the Securities.  Notwithstanding the foregoing provisions of this Section 9.2, without the consent of each Holder affected thereby, no such amendment, supplemental indenture or waiver shall:

(1)             reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities;

(2)             reduce the rate or extend the time for payment of interest (and Liquidated Damages, if any) on any Security;

(3)             reduce the principal amount of any Security, or reduce the Change of Control Purchase Price or the Asset Sale Offer Price;

(4)             change the Stated Maturity of any Security;

(5)             alter the redemption provisions of Article III in a manner adverse to any Holder;

(6)             make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities (except to increase any percentage of Securities required to consent to a waiver or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby) or the rights of Holders to recover the principal or premium of, interest (and Liquidated Damages, if any) on, or redemption payment with respect to, any Security;

(7)             make any changes in Section 6.8, 6.12 or this third sentence of this Section 9.2; or

(8)             make the principal of, or the interest (and Liquidated Damages, if any) on, any Security payable with anything or at anywhere other than as provided for in this Indenture and the Securities as in effect on the date hereof; or

(9)             make the Securities or Guarantees further subordinated in right of payment to any extent or under any circumstances to any other indebtedness.

It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver.  Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

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After an amendment, supplement or waiver under this Section 9.2 or 9.4 becomes effective, it shall bind each Holder.

In connection with any amendment, supplement or waiver under this Article IX, the Issuer may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder’s consent to such amendment, supplement or waiver.

Section 9.3             Compliance with TIA.

Every amendment, waiver or supplement of this Indenture or the Securities shall comply with the TIA as then in effect.

Section 9.4             Revocation and Effect of Consents.

Until an amendment, waiver or supplement becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security.  However, any such Holder or subsequent Holder may revoke the consent as to his Security or portion of his Security by written notice to the Issuer or the person designated by the Issuer as the person to whom consents should be sent if such revocation is received by the Issuer or such person before the date on which the Trustee receives an Officers’ Certificate certifying that the Holders of the requisite principal amount of Securities have consented (and not theretofore revoked such consent) to the amendment, supplement or waiver.

The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver, which record date shall be the date so fixed by the Issuer notwithstanding the provisions of the TIA.  If a record date is fixed, then notwithstanding the last sentence of the immediately preceding paragraph, those persons who were Holders at such record date, and only those persons (or their duly designated proxies), shall be entitled to revoke any consent previously given, whether or not such persons continue to be Holders after such record date.  No such consent shall be valid or effective for more than 90 days after such record date.

After an amendment, supplement or waiver becomes effective, it shall bind every Securityholder, unless it makes a change described in any of clauses (1) through (9) of Section 9.2, in which case, the amendment, supplement or waiver shall bind only each Holder of a Security who has consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security; provided, that any such waiver shall not impair or affect the right of any Holder to receive payment of principal and premium of and interest (and Liquidated Damages, if any) on a Security, on or after the respective dates set for such amounts to become due and payable expressed in such Security, or to bring suit for the enforcement of any such payment on or after such respective dates.

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Section 9.5             Notation on or Exchange of Securities.

If an amendment, supplement or waiver changes the terms of a Security, the Trustee may require the Holder of the Security to deliver it to the Trustee or require the Holder to put an appropriate notation on the Security.  The Trustee may place an appropriate notation on the Security about the changed terms and return it to the Holder.  Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the Security shall issue, the Guarantors shall endorse and the Trustee shall authenticate a new Security that reflects the changed terms.  Any failure to make the appropriate notation or to issue a new Security shall not affect the validity of such amendment, supplement or waiver.

Section 9.6             Trustee to Sign Amendments, Etc.

The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article IX, provided, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture.  The Trustee shall be provided with, and shall be fully protected in relying upon, an Officers’ Certificate and Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article IX is authorized or permitted by this Indenture.

ARTICLE X

RIGHT TO REQUIRE REPURCHASE

Section 10.1           Repurchase of Securities at Option of the Holder upon Change of Control.

(a)           In the event that a Change of Control Triggering Event occurs, each Holder of Securities shall have the right, at such Holder’s option, subject to the terms and conditions of this Indenture, to require the Issuer to repurchase all or any part of such Holder’s Securities (provided, that the principal amount of such Securities must be $1,000 or an integral multiple thereof) on the date that is no later than 45 Business Days after the occurrence of such Change of Control Triggering Event (the “Change of Control Purchase Date”), at a cash price equal to 101% of the principal amount thereof (the “Change of Control Purchase Price”), together with accrued and unpaid interest (and Liquidated Damages), if any, to the Change of Control Purchase Date.

(b)           In the event that, pursuant to this Section 10.1, the Issuer shall be required to commence an offer to purchase Securities (a “Change of Control Offer”), the Issuer shall follow the procedures set forth in this Section 10.1 as follows:

(1)             the Change of Control Offer shall commence within 20 Business Days following the Change of Control Triggering Event;

(2)             the Change of Control Offer shall remain open for at least 20 Business Days;

(3)             within 5 Business Days following the expiration of a Change of Control Offer, the Issuer shall purchase all of the

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tendered Securities at the Change of Control Purchase Price, plus accrued interest (and Liquidated Damages, if any);

(4)             if the Change of Control Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any accrued interest (and Liquidated Damages, if any) will be paid to the person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Securityholders who tender Securities pursuant to the Change of Control Offer;

(5)             the Issuer shall use its best efforts to provide the Trustee with notice of the Change of Control Offer at least 5 Business Days before the commencement of any Change of Control Offer; and

(6)             on or before the commencement of any Change of Control Offer, the Issuer or the Trustee (upon the request and at the expense of the Issuer) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state:

(i)  that the Change of Control Offer is being made pursuant to this Section 10.1 and that all Securities, or portions thereof, tendered will be accepted for payment;

(ii)  the Change of Control Purchase Price (including the amount of accrued but unpaid interest (and Liquidated Damages, if any)) and the Change of Control Purchase Date;

(iii)  that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest;

(iv)  that, unless the Issuer defaults in depositing cash with the Paying Agent in accordance with the last paragraph of this subsection (b), or such payment is prevented for any reason, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date;

(v)  that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 10.1, notwithstanding anything in this Indenture to the contrary, be the Issuer or any Affiliate of the Issuer) at the address specified in the notice prior to the expiration of the Change of Control Offer;

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(vi)  that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent receives, prior to the expiration of the Change of Control Offer, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement containing a facsimile signature and stating that such Holder is withdrawing his election to have such principal amount of Securities purchased;

(vii)  a brief description of the events resulting in such Change of Control Triggering Event; and

(viii)  the CUSIP Number, if any, of the Securities.

Any such Change of Control Offer shall comply with any and all applicable provisions of United States Federal and state laws, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws.

On or before the Change of Control Purchase Date, the Issuer shall (i) accept for payment Securities or portions thereof properly tendered pursuant to the Change of Control Offer prior to the expiration of the Change of Control Offer, (ii) deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price (including accrued and unpaid interest (and Liquidated Damages, if any)) of all Securities so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers’ Certificate listing the Securities or portions thereof being purchased by the Issuer.  The Paying Agent shall promptly pay to the Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest (and Liquidated Damages, if any)), and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered.

ARTICLE XI

GUARANTEES

Section 11.1           Guarantees.

(a)           In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally, on a senior subordinated basis (the “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Issuer under this Indenture or the Securities, that:  (w) the principal and premium (if any) of and interest (and Liquidated Damages, if any) on the Securities will be paid in full when due, whether at the maturity or interest payment date, by acceleration, call for redemption, upon an Change of Control Offer, an Asset Sale Offer or otherwise; (x) all other obligations of the Issuer to the Holders or the Trustee under this Indenture or the Securities will be promptly paid in full or performed, all in accordance with the

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terms of this Indenture and the Securities; and (y) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, they will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption, upon an Offer to Purchase or otherwise.  Failing payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay the same before failure so to pay becomes an Event of Default.

(b)           Each Guarantor hereby agrees that its obligations with regard to this Guarantee shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstances that might otherwise constitute a legal or equitable discharge or defense of a guarantor.  Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or right to require the prior disposition of the assets of the Issuer to meet its obligations, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Securities and this Indenture.

(c)           If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any Custodian, Trustee, or similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.  Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.  Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 6.2 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration as to the Issuer of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of those obligations as provided in Section 6.2, those obligations (whether or not due and payable) will forthwith become due and payable by each of the Guarantors for the purpose of this Guarantee.

(d)           Each Guarantor and by its acceptance of a Security issued hereunder each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor set forth in Section 11.1(a) not constitute a fraudulent transfer or conveyance for purpose of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar United States Federal or state law.  To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its guarantee set forth in Section 11.1(a) shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to the following paragraph of this Section 11.1(d), result in the obligations of such Guarantor under such guarantee not constituting such a fraudulent transfer or conveyance.

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Each Guarantor that makes any payment or distribution under Section 11.1(a) shall be entitled to a contribution from each other Guarantor equal to its Pro Rata amount of such payment or distribution so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.  For purposes of the foregoing, the “Pro Rata amount” of any Guarantor means the percentage of the net assets of all Guarantors held by such Guarantor, determined in accordance with GAAP.

Section 11.2           Execution and Delivery of Guarantee.

To evidence its Guarantee set forth in Section 11.1, each Guarantor agrees that a notation of such Guarantee substantially in the form annexed hereto as Exhibit B shall be endorsed on each Security authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by one Officer by manual or facsimile signature.  Two Officers shall sign, or one Officer shall sign and one Officer shall attest to, the Securities for each of the Issuer by manual or facsimile signature.

Each Guarantor agrees that its Guarantee set forth in Section 11.1 shall remain in full force and effect and apply to all the Securities notwithstanding any failure to endorse on each Security a notation of such Guarantee.

If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless.

The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of each Guarantor.

Section 11.3           Certain Bankruptcy Events.

Each Guarantor hereby covenants and agrees that in the event of the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Issuer, such Guarantor shall not file (or join in any filing of), or otherwise seek to participate in the filing of, any motion or request seeking to stay or to prohibit (even temporarily) execution on the Guarantee and hereby waives and agrees not to take the benefit of any such stay of execution, whether under Section 362 or 105 of the United States Bankruptcy Code or otherwise.

Section 11.4           Limitation on Merger, Consolidation, Etc. of Guarantors.

No Guarantor shall consolidate or merge with or into (whether or not such Guarantor is the surviving person) another person (other than the Issuer or another Guarantor) unless (i) subject to the provisions of the following paragraph, the person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, pursuant to which such person shall unconditionally guarantee, on a senior subordinated basis, all of such Guarantor’s obligations under such Guarantor’s guarantee and this Indenture on the terms set forth in this Indenture; and (ii) immediately before and immediately after giving

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effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred or be continuing.

Notwithstanding the foregoing, upon the sale or disposition (whether by merger, stock purchase, or otherwise) of a Guarantor in its entirety to an entity which is not a Subsidiary or the designation of a Subsidiary as an Unrestricted Subsidiary, which transaction is otherwise in compliance with the Indenture (including, without limitation, the provisions of Section 4.13), such Guarantor will be deemed released from its obligations under its Guarantee of the Securities; provided, however, that any such termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any Indebtedness of the Issuer or any of its Subsidiaries shall also terminate upon such release, sale or transfer.

Section 11.5           Future Guarantors.

Upon the acquisition by the Issuer or any Guarantor of the Capital Stock of any person, if, as a result of such acquisition, such Person becomes a Subsidiary, and upon designation of any Unrestricted Subsidiary as a Subsidiary, such Subsidiary shall fully and unconditionally guarantee on a senior subordinated basis the obligations of the Issuer with respect to payment and performance of the Securities and the other obligations of the Issuer under this Indenture to the same extent that such obligations are guaranteed by the other Guarantors pursuant to Section 11.1; and, within 60 days of the date of such occurrence, such Subsidiary shall execute and deliver to the Trustee a supplemental indenture making such Subsidiary a party to this Indenture; provided, however, that for the purposes of this Section 11.5, the term “Subsidiary” shall not include Unrestricted Subsidiaries.

The Issuer shall cause all Subsidiaries existing on the Issue Date and not a party to this Indenture to fully and unconditionally guarantee on a senior subordinated basis the obligations of the Issuer with respect to payment and performance of the Securities and the other obligations of the Issuer under this Indenture to the same extent that such obligations are guaranteed by the other Guarantors pursuant to Section 11.1; and, within 60 days of the date of this Indenture, each such Subsidiary shall execute and deliver to the Trustee a supplemental indenture making such Subsidiary a party to this Indenture.

ARTICLE XII

SUBORDINATION

Section 12.1           Securities Subordinated to Senior Debt.

The Issuer, the Guarantors and each Holder, by its acceptance of Securities, agree that (a) the payment of the principal of and interest on the Securities and (b) any other payment in respect of the Securities, including on account of the acquisition or redemption of the Securities by the Issuer or the Guarantors (including, without limitation, pursuant to Section 4.13 or 10.1) is subordinated, to the extent and in the manner provided in this Article XII, to the prior payment in full in Cash or Cash Equivalents of all Senior Debt of the Issuer and the Guarantor, and that these subordination provisions are for the benefit of the holders of Senior Debt.

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This Article XII shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Debt, and such provisions are made for the benefit of the holders of Senior Debt, and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

Section 12.2           No Payment on Securities in Certain Circumstances.

(a)           No payment of any kind or character from any source may be made by or on behalf of the Issuer or a Guarantor, as applicable, on account of the principal of, premium, if any, or interest or Liquidated Damages or Additional Amounts on the Securities (including any repurchases of Securities and rescission payments), or on account of the redemption provisions of the Securities, for cash or property (other than from the trust described in Article VIII), (i) upon the maturity of any Senior Debt of the Issuer or such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, the interest on and any fee or other amount due in respect of such Senior Debt are first paid in full in cash or Cash Equivalents or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on or any fee or other amount due in respect of Senior Debt of the Issuer or such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist.

(b)           Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Senior Debt to declare such Senior Debt to be due and payable and (ii) prompt written notice of such event of default given to the Trustee by the Representative under the Credit Agreement or the holders of an aggregate of at least $25 million principal amount outstanding of any other Senior Debt or their representative (a “Payment Blockage Notice”), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist (including by reason of the repayment in full of such Senior Debt in cash or Cash Equivalents), no payment (by set-off or otherwise) may be made by or on behalf of the Issuer or any Guarantor which is an obligor under such Senior Debt on account of the principal of, premium, if any or interest or Liquidated Damages or Additional Amounts on the Securities, including any repurchases of Securities and rescission payments, other than payments made from the trust described in Article VIII; provided, however, that so long as the Credit Agreement is in effect, a Payment Blockage Notice may only be given by the Representative under the Credit Agreement unless otherwise agreed in writing by the requisite lenders under the Credit Agreement.  Notwithstanding the immediately preceding sentence, unless the Senior Debt in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Blockage Notice is delivered as set forth above (the “Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Issuer and the Guarantors shall be required to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Securities.  Any number of Payment Blockage Notices may be given; provided, however, that (i) not more than one Payment Blockage Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Blockage Notice or the commencement of such

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Payment Blockage Period (whether or not such event of default is on the same issue of Senior Debt) shall be made the basis for the commencement of any other Payment Blockage Period, unless such event of default shall have been cured or waived for a period of not less than 90 days.

(c)           In furtherance of the provisions of Section 12.1, in the event that, notwithstanding the foregoing provisions of this Section 12.2 or the provisions of Section 12.3, any payment or distribution of assets (other than from the trust described in Article VIII and, in the case of Section 12.3, payment by way of the issuance of Junior Securities) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by such provisions, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Debt, and shall be paid or delivered by the Trustee or such Holders, as the case may be, to the holders of such Senior Debt remaining unpaid or unprovided for or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Debt held or represented by each, for application to the payment of all such Senior Debt remaining unpaid, to the extent necessary to pay all such Senior Debt in full in cash or Cash Equivalents or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents after giving effect to any concurrent payment or distribution to the holders of such Senior Debt.

Section 12.3           Securities Subordinated to Prior Payment of All Senior Debt on Dissolution, Liquidation or Reorganization.

Upon any distribution of assets of the Issuer or any Guarantor upon any dissolution, winding up, total or partial liquidation or reorganization of the Issuer or a Guarantor, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities:

(a)           the holders of all Senior Debt of the Issuer or such Guarantor, as applicable, will first be entitled to receive payment on account of all principal of, premium, if any, interest on and fees and other amounts payable in respect of such Senior Debt in full in cash or Cash Equivalents or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents before the Holders are entitled to receive any payment on account of principal of, premium, if any, and interest and Liquidated Damages or Additional Amounts on the Securities, including any repurchase of Securities and rescission payments, other than payments by way of the issuance of Junior Securities or from the trust described in Article VIII; and

(b)           any payment or distribution of assets of the Issuer or such Guarantor of any kind or character from any source, whether in cash, property or securities (other than payments by way of the issuance of Junior Securities or from the trust described in Article VIII) to which the Holders or the Trustee on behalf of the Holders would be entitled (by set-off or otherwise), except for the provisions of Article VIII, will be paid by the liquidating trustee or agent or other person making such a payment or distribution directly to the holders of such Senior Debt or their representative to the extent necessary to make payment in full in cash or

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Cash Equivalents on all such Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt.

Section 12.4           Securityholders to Be Subrogated to Rights of Holders of Senior Debt.

Subject to the payment in full in cash or Cash Equivalents of all Senior Debt of the Issuer and the Guarantors as provided herein, the Holders of Securities shall be subrogated to the rights of the holders of such Senior Debt to receive payments or distributions of assets of the Issuer and the Guarantors applicable to the Senior Debt until all amounts owing on the Securities shall be paid in full, and for the purpose of such subrogation no such payments or distributions to the holders of such Senior Debt by or on behalf of the Issuer or the Guarantors, or by or on behalf of the Holders by virtue of this Article XII, which otherwise would have been made to the Holders shall, as between the Issuer and Guarantors and the Holders, be deemed to be payment by the Issuer or Guarantors or on account of such Senior Debt, it being understood that the provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of such Senior Debt, on the other hand.

If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article XII shall have been applied, pursuant to the provisions of this Article XII, to the payment of amounts payable under Senior Debt of the Issuer or the Guarantors, then the Holders shall be entitled to receive from the holders of such Senior Debt any payments or distributions received by such holders of Senior Debt in excess of the amount sufficient to pay all amounts payable under or in respect of such Senior Debt in full in Cash or Cash Equivalents.

Section 12.5           Obligations of the Issuer Unconditional.

Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Issuer and Guarantors and the Holders, the obligation of each such Person, which is absolute and unconditional, to pay to the Holders the principal of, premium, if any, and interest and Liquidated Damages on the Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Issuer and the Guarantors other than the holders of the Senior Debt, nor shall anything herein or therein prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII and under the proviso to Section 6.2, of the holders of Senior Debt in respect of cash, property or securities of the Issuer or the Guarantors received upon the exercise of any such remedy or otherwise.  Notwithstanding anything to the contrary in this Article XII or elsewhere in this Indenture or in the Securities, upon any distribution of assets of the Issuer referred to in this Article XII, the Trustee, subject to the provisions of Sections 6.1 and 6.2, and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating Trustee or agent or other Person making any distribution to the Trustee or to the Holders for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other Indebtedness of the Issuer and the Guarantors, the amount thereof or payable

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thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII so long as such court has been apprised of the provisions of, or the order, decree or certificate makes reference to, the provisions of this Article XII.  Nothing in this Section 12.5 shall apply to the claims of, or payments to, the Trustee under or pursuant to Section 6.7.

Section 12.6           Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice.

The Trustee shall not at any time be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee unless and until a Trust Officer of the Trustee or any Paying Agent shall have received, no later than two Business Days prior to such payment, written notice thereof from the Issuer or from one or more holders of Senior Debt or from any representative therefor and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Sections 7.1 and 7.2, shall be entitled in all respects conclusively to assume that no such fact exists.  The Issuer shall give prompt written notice to the Trustee of any fact actually known to the Issuer which would prohibit the making of any payment to or by the Trustee in respect of the Securities.

Section 12.7           Application by Trustee of Assets Deposited with It.

Amounts deposited in trust with the Trustee pursuant to and in accordance with Article VIII shall be for the sole benefit of Securityholders and, to the extent allocated for the payment of Securities, shall not be subject to the subordination provisions of this Article XII.  Otherwise, any deposit of assets with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Securities shall be subject to the provisions of Sections 12.1, 12.2, 12.3 and 12.4; provided, that, if prior to two Business Days preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including without limitation, the payment of either principal of or interest on any Security) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 12.6, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date.

Section 12.8           Subordination Rights Not Impaired by Acts or Omissions of the Issuer, Guarantors or Holders of Senior Debt, Etc.; Modifications.

No right of any present or future holders of any Senior Debt to enforce subordination provisions contained in this Article XII shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer, the Guarantors or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Issuer or the Guarantors with the terms of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with.  The holders of Senior Debt may extend, renew, modify or amend the terms of the Senior Debt or any security therefor and release, sell or exchange such security and otherwise deal freely with the Issuer and the Guarantors, all without affecting the liabilities and obligations of the parties to this Indenture or the Holders.  The

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subordination provisions are solely for the benefit of the holders from time to time of Senior Debt and may not be rescinded, cancelled, amended or modified in any way other than any amendment or modification that would not adversely affect the rights of any holder of Senior Debt or any amendment or modification that is consented to by each holder of Senior Debt that would be affected thereby.  The subordination provisions of this Article XII shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Senior Debt is, pursuant to applicable law, avoided, recovered or rescinded or must otherwise be restored or returned by any holder of Senior Debt, whether as a “voidable preference,” “fraudulent conveyance,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made.

Section 12.9           Securityholders Authorize Trustee to Effectuate Subordination of Securities.

Each Holder of the Securities by his acceptance thereof authorizes and expressly directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provisions contained in this Article XII and to protect the rights of the Holders pursuant to this Indenture, and appoints the Trustee his attorney-in-fact for such purpose, including, in the event of any dissolution, winding up, liquidation or reorganization of the Issuer or any Guarantor (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Issuer and the Guarantors) the immediate filing of a claim for the unpaid balance of his Securities in the form required in said proceedings and cause said claim to be approved.  If the Trustee does not file a proper claim or proof of debt in the form required in such proceeding prior to 30 days before the expiration of the time to file such claim or claims, then the holders of the Senior Debt or their representative are or is hereby authorized to have the right to file and are or is hereby authorized to file an appropriate claim for and on behalf of the Holders of said Securities.  Nothing herein contained shall be deemed to authorize the Trustee or the holders of Senior Debt or their representative to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee or the holders of Senior Debt or their representative to vote in respect of the claim of any Securityholder in any such proceeding.

Section 12.10         Right of Trustee to Hold Senior Debt.

The Trustee shall be entitled to all of the rights set forth in this Article XII in respect of any Senior Debt at any time held by it to the same extent as any other holder of Senior Debt, and nothing in this Indenture shall be construed to deprive the Trustee of any of its rights as such holder.

Section 12.11         Article XII Not to Prevent Events of Default.

The failure to make a payment on account of principal of, premium, if any, or interest on the Securities by reason of any provision of this Article XII shall not be construed as preventing the occurrence of a Default or an Event of Default under Section 7.1 or in any way

79

limit the rights of the Trustee or any Holder to pursue any other rights or remedies with respect to the Securities.

Section 12.12         No Fiduciary Duty of Trustee to Holders of Senior Debt.

Notwithstanding anything to the contrary herein, the Trustee shall not be deemed to owe any fiduciary duty to any present or future holders of Senior Debt, and shall not be liable to any such holders (other than for its willful misconduct or negligence) if it shall in good faith mistakenly pay over or distribute to the Holders of Securities or the Issuer or Guarantors or any other Person, cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of this Article XII or otherwise.  The Trustee undertakes to perform or to observe only such of the covenants and obligations as are specifically set forth in this Article XII, and no implied covenants or obligations with respect to such holders of Senior Debt shall be implied in this Indenture against the Trustee.  Nothing in this Section 12.12 shall affect the obligation of any other such Person to hold such payment for the benefit of, and to pay such payment over to, the holders of Senior Debt or their representative.  In the event of any conflict between the fiduciary duty of the Trustee to the Holders of Securities and its duty to the holders of Senior Debt, the Trustee is expressly authorized to resolve such conflict in favor of the Holders.

ARTICLE XIII

MISCELLANEOUS

Section 13.1           TIA Controls.

If any provision of this Indenture limits, qualifies, or conflicts with the duties imposed by operation of the TIA, the imposed duties, upon qualification of this Indenture under the TIA, shall control.

Section 13.2           Notices.

Any notices or other communications to the Issuer, the Guarantors or the Trustee required or permitted hereunder shall be in writing, and shall be sufficiently given if made by hand delivery, by telecopier or registered or certified mail, first-class postage prepaid, return receipt requested, addressed as follows:

if to the Issuer or any Guarantor:

Kerzner International Limited
Coral Towers
Paradise Island, Bahamas
Attention:  General Counsel
Telephone: (242)-363-6019
Facsimile: (212) 659-5196

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if to the Trustee (addressed to a Trust Officer at the following address):

The Bank of New York Trust Company, N.A.
101 Barclay St., Floor 21 W
New York, New York
Attention:  Corporate Trust Administration
Telephone:  (212) 815-5783
Facsimile:   (212) 815-5915

The Issuer, the Guarantors or the Trustee by notice to each other party may designate additional or different addresses as shall be furnished in writing by such party.  Any notice or communication to the Issuer, the Guarantors or the Trustee shall be deemed to have been given or made as of the date so delivered, if personally delivered; when receipt is acknowledged, if telecopied; and 5 Business Days after mailing if sent by registered or certified mail, first-class postage prepaid (except that a notice of change of address shall not be deemed to have been given until actually received by the addressee).

Any notice or communication mailed to a Securityholder shall be mailed to such Securityholder by first class mail or other equivalent means at his address as it appears on the registration books of the Registrar and shall be sufficiently given to him if so mailed within the time prescribed.

Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders.  If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

Section 13.3           Communications by Holders with Other Holders.

Securityholders may communicate pursuant to TIA § 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities.  The Issuer, the Guarantors, the Trustee, the Registrar and any other person shall have the protection of TIA § 312(c).

Section 13.4           Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer to the Trustee to take any action under this Indenture, the Issuer shall furnish to the Trustee:

(1)             an Officers’ Certificate (in form and substance reasonably satisfactory to the Trustee) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(2)             an Opinion of Counsel (in form and substance reasonably satisfactory to the Trustee) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

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Section 13.5           Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(1)             a statement that the person making such certificate or opinion has read such covenant or condition;

(2)             a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)             a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)             a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Section 13.6           Rules by Trustee, Paying Agent, Registrar.

The Trustee may make reasonable rules for action by or at a meeting of Securityholders.  The Paying Agent or Registrar may make reasonable rules for its functions.

Section 13.7           Legal Holidays.

A “Legal Holiday” used with respect to a particular place of payment is a Saturday, a Sunday or a day on which banking institutions in New York, New York are not required to be open.  If a payment date is a Legal Holiday in New York, New York, payment may be made at such place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

Section 13.8           Governing Law.

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK.  THE ISSUER AND EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE AND THE SECURITIES, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.  THE ISSUER AND EACH GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL

82

BY JURY AND ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY SECURITYHOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE ISSUER OR ANY GUARANTOR IN ANY OTHER JURISDICTION.

Section 13.9           No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuer, the Guarantors or any of their Subsidiaries.  Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 13.10         No Recourse Against Others.

No direct or indirect stockholder, director, officer or employee, as such, past, present or future of the Issuer, the Guarantors or any successor entity shall have any personal liability in respect of the obligations of the Issuer or the Guarantors under the Securities or this Indenture by reason of his status as such stockholder, director, officer or employee, except to the extent such person is the Issuer or a Guarantor.  Each Securityholder by accepting a Security waives and releases all such liability.  Such waiver and release are part of the consideration for the issuance of the Securities.

Section 13.11         Successors.

All agreements of the Issuer and the Guarantors in this Indenture and the Securities shall bind their successors.  All agreements of the Trustee in this Indenture shall bind its successor.

Section 13.12         Duplicate Originals.

All parties may sign any number of copies or counterparts of this Indenture.  Each signed copy or counterpart shall be an original, but all of them together shall represent the same agreement.

Section 13.13         Severability.

In case any one or more of the provisions in this Indenture or in the Securities shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

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Section 13.14         Table of Contents, Headings, Etc.

The Table of Contents, Cross-Reference Table and headings of the Articles and the Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

[signature pages follow]

84

SIGNATURE

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first written above.

KERZNER INTERNATIONAL LIMITED
By:	/s/ Richard M. Levine
	Name:	Richard M. Levine
	Title:	Executive Vice President and General
		Counsel
By:	/s/ John Allison
	Name:	John Allison
	Title:	Executive Vice President and
		Executive Vice President
THE BANK OF NEW YORK TRUST COMPANY, N.A., As Trustee
By:	/s/ Craig A. Kaye
	Name:	Craig A. Kaye
	Title:	Assistant Vice-President

KERZNER INTERNATIONAL BAHAMAS LIMITED,
	by
		/s/ J. Barrie Farrington
		Name:	J. Barrie Farrington
		Title:	Vice President

ISLAND HOTEL COMPANY LIMITED
PARADISE ACQUISITION LIMITED
PARADISE BEACH INN LIMITED
PARADISE ENTERPRISES LIMITED
PARADISE ISLAND LIMITED
KERZNER INTERNATIONAL MANAGEMENT LIMITED
PARADISE ISLAND FUTURES LIMITED
PARADISE SECURITY SERVICES LIMITED
KERZNER INTERNATIONAL DEVELOPMENT (TIMESHARE) LIMITED
KERZNER INTERNATIONAL DEVELOPMENT LIMITED
KERZNER INVESTMENTS PALMILLA, INC.
KERZNER NORTHAMPTON LIMITED
HURRICANE HOLE MARINA INVESTMENTS LIMITED
HURRICANE HOLE PROPERTIES LIMITED,
	by
		/s/ Giselle M. Pyfrom
		Name:	Giselle M. Pyfrom
		Title:	Assistant Secretary

KERZNER INTERNATIONAL TIMESHARE LIMITED
KERZNER INTERNATIONAL DEVELOPMENT (TIMESHARE) LIMITED
KERZNER INTERNATIONAL DEVELOPMENT LIMITED
KERZNER INVESTMENTS PALMILLA, INC.
KERZNER INTERNATIONAL EMPLOYMENT SERVICES LIMITED
KERZNER UK LEISURE OPERATIONS HOLDINGS LIMITED
KERZNER INTERNATIONAL DEVELOPMENT (MOROCCO) LIMITED
PARADISE MARINA CONDOMINIUM INVESTMENTS LIMITED,
	by
		/s/ Giselle M. Pyfrom
		Name:	Giselle M. Pyfrom
		Title:	Secretary

KERZNER INVESTMENTS PALMILLA, INC.,
	by
		/s/ Giselle M. Pyfrom
		Name:	Giselle M. Pyfrom
		Title:	Executive Vice President and Secretary
KERZNER INTERNATIONAL DEVELOPMENT FZ-LLC
KERZNER INTERNATIONAL MANAGEMENT FZ-LLC,
	by
		/s/ Giselle M. Pyfrom
		Name:	Giselle Pyfrom
		Title:	Power of Attorney
ONE&ONLY MANAGEMENT LIMITED
ONE&ONLY RESORTS LIMITED
KERZNER INTERNATIONAL MARINE PROJECTS LIMITED
KERZNER UK LEISURE PROPERTY HOLDINGS LIMITED
KERZNER INVESTMENTS MOROCCO LIMITED
KERZNER INTERNATIONAL MOROCCO HOLDINGS LIMITED
KERZNER INTERNATIONAL MANAGEMENT (MOROCCO) LIMITED,
	by
		/s/ Giselle M. Pyfrom
		Name:	Giselle Pyfrom
		Title:	Director

KERZNER INVESTMENTS CONNECTICUT, INC.
ISS, INC.
PIV, INC.
KERZNER INVESTMENTS CALIFORNIA, INC.
KERZNER INTERNATIONAL NEW YORK, INC.
KERZNER INTERNATIONAL DEVELOPMENT SERVICES, INC.
KERZNER INTERNATIONAL MARKETING, INC.
KERZNER INTERNATIONAL NEVADA, INC.
KERZNER NEW YORK, INC.
KERZNER INTERNATIONAL RESORTS, INC.
KERZNER INTERNATIONAL DEVELOPMENT SERVICES, INC.
KERZNER INTERNATIONAL MANAGEMENT SERVICES, INC.
KERZNER INTERNATIONAL CALIFORNIA, INC.
KERZNER INTERNATIONAL DEVELOPMENT SERVICES HOLDING, L.L.C.
KERZNER INTERNATIONAL MANAGEMENT SERVICES HOLDING, L.L.C.
KERZNER INVESTMENTS BLB, INC.
KERZNER INVESTMENTS PENNSYLVANIA, INC.,
	by
		/s/ Richard Levine
		Name:	Richard Levine
		Title:	Vice President

KERZNER INTERNATIONAL DEVELOPMENT SERVICES HOLDING, L.L.C.
KERZNER INTERNATIONAL MANAGEMENT SERVICES HOLDING, L.L.C.
	by
		/s/ Richard Levine
		Name:	Richard Levine
		Title:	Vice President

ABERDEEN MANAGEMENT LIMITED,
	by
		/s/ Authorized Signatory for Cosign Limited
		Name:	Authorized Signatory for Cosign Limited
		Title:	Corporate Secretary
	by
		/s/ Authorized Signatory for Cosign Limited
		Name:	Authorized Signatory for Cosign Limited
		Title:	Corporate Secretary

BIRBO NV,
	By
		/s/ TMF
		Name:	TMF
		Title:	Director

PURPOSEFUL BV,
	by
		/s/ TIM BV
		Name:	TIM BV
		Title:	Director

KERZNER HOTELS INTERNATIONAL (BERMUDA) LIMITED,
	by
		/s/ Wayne Morgan
		Name:	Wayne Morgan
		Title:	Secretary

KERZNER HOTELS INTERNATIONAL MANAGEMENT NV,
	by
		/s/ Curacao Corporation
		Name:	Curacao Corporation
		Title:	Director

KERZNER INTERNATIONAL FINANCE (BVI) LIMITED,
	by
		/s/ STC International
		Name:	STC International
		Title:	Secretary

KERZNER INTERNATIONAL DEVELOPMENT SERVICES MEXICO, S. DE R.L. DE C.V.
KERZNER INTERNATIONAL MANAGEMENT SERVICES MEXICO, S. DE R.L. DE C.V.
KERZNER SERVICIOS MEXICO, S. DE R.L. DE C.V.,
	by
		/s/ William C. Murtha
		Name:	William C. Murtha
		Title:	Vice President

KERZNER INTERNATIONAL MARKETING (UK) LIMITED
KERZNER INTERNATIONAL DEVELOPMENT SERVICES (UK) LIMITED,
	by
		/s/ Alex Penkul
		Name:	Alex Penkul
		Title:	Secretary

KERZNER NORTHAMPTON LIMITED
KERZNER GREENWICH HOTEL LIMITED
KERZNER GREENWICH CASINO LIMITED
KERZNER GLASGOW LIMITED
KERZNER UK GAMING LIMITED
KERZNER MANCHESTER LIMITED,
	by
		/s/ Margaret Mary Hotchkiss
		Name:	Margaret Mary Hotchkiss
		Title:	Secretary

ONE&ONLY RESORTS (FRANCE) EURL,
	by
		/s/ Roger Wharton
		Name:	Roger Wharton
		Title:	Chairman

ONE&ONLY RESORTS (DEUTSCHLAND) GMBH,
	by
		/s/ Roger Wharton
		Name:	Roger Wharton
		Title:	Director

SOLEA VACANCES SA,
	by
		/s/ Roger Wharton
		Name:	Roger Wharton
		Title:	President

KERZNER INTERNATIONAL NORTH AMERICA, INC.,
	by
		/s/ John R. Allison
		Name:	John R. Allison
		Title:	Executive Vice President and Chief Financial Officer

KERZNER INTERNATIONAL PALM ISLAND LIMITED
KERZNER INTERNATIONAL UAE LIMITED
ONE&ONLY RESORTS (SOUTHERN AFRICA) (PTY) LIMITED
WORLD LEISURE HOLIDAYS (PTY.) LIMITED,
	by
		/s/ John R. Allison
		Name:	John R. Allison
		Title:	Director

A-1

EXHIBIT A

[FORM OF NOTE]

KERZNER INTERNATIONAL LIMITED

6¾% SENIOR SUBORDINATED NOTES

DUE 2015

Unless and until it is exchanged in whole or in part for Securities in definitive form, this Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.  Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) (“DTC”), to the Issuer or their agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.(1)

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.  BY ITS ACQUISITION OF THE SECURITIES OR OF A BENEFICIAL INTEREST THEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN

(1)           This paragraph should only be added if the Security is issued in global form.

A-1

INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A) (1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT).  THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $100,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED IN THE CASE OF (d) UPON DELIVERY OF A TRANSFEREE LETTER OF REPRESENTATION AND IN THE CASE OF (b), (c) AND (e) UPON AN OPINION OF COUNSEL IF THE ISSUER OR REGISTRAR SO REQUEST), (2) TO THE ISSUER OR A SUBSIDIARY THEREOF, OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.  THESE SECURITIES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH APPLICABLE GAMING LAWS.

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR

A-2

DEFINITIVE SECURITIES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).  NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL SECURITY SHALL BE ENTITLED TO RECEIVE CASH PAYMENTS OF INTEREST DURING THE PERIOD WHICH SUCH HOLDER HOLDS THIS SECURITY.  NOTHING IN THIS LEGEND SHALL BE DEEMED TO PREVENT INTEREST FROM ACCRUING ON THIS NOTE.](2)

If a Holder or a beneficial owner of a Note is required by any Gaming Authority to be found suitable, the Holder shall apply for a finding of suitability within 30 days after a Gaming Authority request or sooner if so required by such Gaming Authority.  The applicant for a finding of suitability must pay all costs of the investigation for such finding of suitability.  If a Holder or beneficial owner is required to be found suitable and is not found suitable by a Gaming Authority, the Holder shall, to the extent required by applicable law, dispose of his Securities within 30 days or within that time prescribed by a Gaming Authority, whichever is earlier.  If the Holder fails to dispose of his Securities within such time period, the Issuer may, at its option, redeem such Holder’s Securities at, depending on applicable law, (i) the principal amount thereof, together with accrued and unpaid interest (and Liquidated Damages, if any) to the date of the finding of unsuitability by a Gaming Authority, (ii) the amount that such Holder paid for the Securities, (iii) the fair market value of the Securities, (iv) the lowest of clauses (i), (ii) and (iii), or (v) such other amount as may be determined by the appropriate Gaming Authority.

(2)           To be included only on Reg S Temporary Global Securities.

A-3

CUSIP NO.                      

No. $

Kerzner International Limited, an international business company organized under the laws of the Commonwealth of The Bahamas (“Kerzner International” or the “Issuer”, which terms, in each case, includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promise, jointly and severally, to pay to            , or registered assigns, the principal sum of              Dollars, on October 1, 2015.

Interest Payment Dates: April 1 and October 1.

Record Dates: March 15 and September 15.

Reference is made to the further provisions of this Security on the reverse side, which will, for all purposes, have the same effect as if set forth at this place.

A-4

IN WITNESS WHEREOF, the Issuer has caused this Instrument to be duly executed.

	KERZNER INTERNATIONAL LIMITED
	By:
		Name:
		Title:
	By:
		Name:
		Title:
Attest:

A-5

[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]

This is one of the Securities described in the within-mentioned Indenture.

Dated:                   , 200  

THE BANK OF NEW YORK TRUST COMPANY, N.A.,
As Trustee
By:
	Authorized Signatory

A-6

(Reverse of Note)

KERZNER INTERNATIONAL LIMITED

6¾% SENIOR SUBORDINATED NOTES
DUE 2015

1.             Interest.

Kerzner International Limited, an international business company organized under the laws of the Commonwealth of The Bahamas (“Kerzner International” or the “Issuer”, which terms, in each case, includes any successor corporation under the Indenture hereinafter referred to), promises to pay interest on the principal amount of this Security at a rate of 6¾% per annum.  To the extent it is lawful, the Issuer promises to pay interest on any interest payment due but unpaid on such principal amount at a rate of 6¾% per annum compounded semi-annually.

The Issuer will pay interest semi-annually on April 1 and October 1 of each year (each, an “Interest Payment Date”), commencing April 1, 2006.  Interest on the Securities will accrue from the most recent date to which interest has been paid on the Securities pursuant to the Indenture or, if no interest has been paid, from September 22, 2005.  Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.

2.             Method of Payment.

The Issuer shall pay interest (and Liquidated Damages, if any) on the Securities (except defaulted interest) to the persons who are the registered Holders at the close of business on the Record Date immediately preceding the Interest Payment Date.  Holders must surrender Securities to a Paying Agent to collect principal payments.  Except as provided below, the Issuer shall pay principal and interest (and Liquidated Damages, if any) in such coin or currency of the United States of America as at the time of payment shall be legal tender for payment of public and private debts (“Cash”).  The Securities will be payable as to principal, premium and interest (and Liquidated Damages, if any) at the office or agency of the Issuer maintained for such purpose within the City and State of New York or, at the option of the Issuer, payment of principal, premium and interest (and Liquidated Damages, if any) may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest (and Liquidated Damages, if any) and premium on all Global Securities and all other Securities the Holders of which shall have provided written wire transfer instructions to the Issuer and the Paying Agent.

3.             Paying Agent and Registrar.

Initially, The Bank of New York Trust Company, N.A. (the “Trustee”) will act as Paying Agent and Registrar.  The Issuer may change any Paying Agent, Registrar or Co-registrar without notice to the Holders.  The Issuer or any of its Subsidiaries may, subject to certain exceptions, act as Paying Agent, Registrar or Co-registrar.

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4.             Indenture.

The Issuer issued the Securities under an Indenture, dated as of September 22, 2005 (the “Indenture”), by and among the Issuer, the Guarantors named therein and the Trustee.  Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein.  The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act, as in effect on the date of the Indenture.  The Securities are subject to all such terms, and Holders of Securities are referred to the Indenture and said Act for a statement of them.  The Securities are senior subordinated obligations of the Issuer.

5.             Redemption.

Except as provided in this Paragraph 5 or as provided in Sections 3.1 or 3.2 of the Indenture, the Issuer shall not have the right to redeem any Securities.  The Securities are redeemable in whole or from time to time in part at any time on or after October 1, 2010 at the option of the Issuer, at the Redemption Price (expressed as a percentage of principal amount) set forth below, if redeemed during the 12-month period commencing October 1 of each of the years indicated below, in each case (subject to the right of Holders of record on the Record Date to receive interest due on an Interest Payment Date that is on or prior to such Redemption Date), plus any accrued but unpaid interest (and Liquidated Damages, if any) to the Redemption Date.

Year	Redemption Price
2010	103.375	%
2011	102.250	%
2012	101.125	%
2013 and thereafter	100.000	%

On or prior to October 1, 2008, upon one or more Qualified Equity Offerings, up to 35% aggregate principal amount of the Securities issued pursuant to the Indenture may be redeemed at the option of the Issuer with cash from the Net Cash Proceeds of such Qualified Equity Offering, at 106.75% of the principal amount thereof (subject to the right of Holders of record on a Record Date to receive interest due on an Interest Payment Date that is on or prior to such Redemption Date), plus accrued but unpaid interest (and Liquidated Damages, if any) to the date of redemption; provided, that such redemption shall occur within 60 days of such Qualified Equity Offering.

The Securities may be redeemed at the option of the Issuer, in whole but not in part, upon not less than 30 nor more than 60 days’ notice given as provided herein, at any time at a redemption price equal to the principal amount thereof, plus accrued and unpaid interest, if any, thereon, plus Liquidated Damages, if any, to the date fixed for redemption if, as a result of any change in or amendment to the laws, treaties, rulings or regulations of The Bahamas, or of any political subdivision or taxing authority thereof or therein, or any change in the official position of the applicable taxing authority regarding the application or interpretation of such laws, treaties, rulings or regulations (including a holding judgment or order of a court of competent jurisdiction) or any execution thereof or amendment thereto, which is enacted into law or otherwise becomes effective after the Issue Date, the Issuer is or would be required on the next

A-8

succeeding Interest Payment Date to pay Additional Amounts on the Securities as a result of the imposition of a Bahamian tax and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Issuer which do not cause the Issuer to incur any material costs.  The Issuer shall also pay to holders on the redemption date any Additional Amounts then due and which will become due as a result of the redemption would otherwise be payable.

If a Holder or a beneficial owner of a Note is required by any Gaming Authority to be found suitable, the Holder shall apply for a finding of suitability within 30 days after a Gaming Authority request or sooner if so required by such Gaming Authority.  The applicant for a finding of suitability must pay all costs of the investigation for such finding of suitability.  If a Holder or beneficial owner is required to be found suitable and is not found suitable by a Gaming Authority, the Holder shall, to the extent required by applicable law, dispose of his Securities within 30 days or within that time prescribed by a Gaming Authority, whichever is earlier.  If the Holder fails to dispose of his Securities within such time period, the Issuer may, at its option, redeem such Holder’s Securities at, depending on applicable law, (i) the principal amount thereof, together with accrued and unpaid interest (and Liquidated Damages, if any) to the date of the finding of unsuitability by a Gaming Authority, (ii) the amount that such Holder paid for the Securities, (iii) the fair market value of the Securities, (iv) the lowest of clauses (i), (ii) and (iii), or (v) such other amount as may be determined by the appropriate Gaming Authority.

Any redemption of the Securities shall comply with Article III of the Indenture.

6.             Notice of Redemption.

Except as required by a Gaming Authority with respect to a redemption provided for in Section 3.2 of the Indenture, notice of redemption will be mailed by first class mail at least 30 days but not more than 60 days before the Redemption Date (unless a shorter notice shall be required by any Governmental Authority) to each Holder of Securities to be redeemed at his registered address.  Securities in denominations larger than $1,000 may be redeemed in part.

Except as set forth in the Indenture, from and after any Redemption Date, if monies for the redemption of the Securities called for redemption shall have been deposited with the Paying Agent on such Redemption Date, the Securities called for redemption will cease to bear interest and the only right of the Holders of such Securities will be to receive payment of the Redemption Price, plus any accrued but unpaid interest (and Liquidated Damages, if any) to the Redemption Date.

7.             Denominations; Transfer; Exchange.

The Securities are in registered form, without coupons, in denominations of $1,000 and integral multiples of $1,000.  A Holder may register the transfer of, or exchange Securities in accordance with, the Indenture.  The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.  The Registrar need not register the transfer of or exchange any Securities selected for redemption.

A-9

8.             Persons Deemed Owners.

The registered Holder of a Security may be treated as the owner of it for all purposes.

9.             Unclaimed Money.

If money for the payment of principal or interest remains unclaimed for two years, the Trustee and the Paying Agent(s) will pay the money back to the Issuer at its written request.  After that, all liability of the Trustee and such Paying Agent(s) with respect to such money shall cease.

10.           Discharge Prior to Redemption or Maturity.

If the Issuer at any time deposits into an irrevocable trust with the Trustee Cash or U.S. Government Obligations sufficient to pay the principal of and interest (and Liquidated Damages, if any) on the Securities to redemption or maturity and comply with the other provisions of the Indenture relating thereto, the Issuer will be discharged from certain provisions of the Indenture and the Securities (including the financial covenants, but excluding its obligation to pay the principal of and interest (and Liquidated Damages, if any) on the Securities).  Upon satisfaction of certain additional conditions set forth in the Indenture, the Issuer may elect to have its obligations with respect to outstanding Securities discharged.

11.           Amendment; Supplement; Waiver.

Subject to certain exceptions, the Indenture or the Securities may be amended or supplemented with the written consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding, and any existing Default or Event of Default or compliance with any provision may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding.  Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture or the Securities to, among other things, cure any ambiguity, defect or inconsistency, comply with the TIA or make any other change that does not adversely affect the rights of any Holder of a Security.

12.           Restrictive Covenants.

The Indenture imposes certain limitations on the ability of the Issuer and its Subsidiaries to, among other things, incur additional Indebtedness and Disqualified Capital Stock, make payments in respect of its Capital Stock, enter into transactions with Affiliates, incur Liens, merge or consolidate with any other person and sell, lease, transfer or otherwise dispose of substantially all of its properties or assets.  The limitations are subject to a number of important qualifications and exceptions.  The Issuer must annually report to the Trustee on compliance with such limitations.

13.           Change of Control.

In the event there shall occur any Change of Control Triggering Event, each Holder of Securities shall have the right, at such Holder’s option but subject to the limitations

A-10

and conditions set forth in the Indenture, to require the Issuer to purchase on the Change of Control Purchase Date in the manner specified in the Indenture, all or any part (in integral multiples of $1,000) of such Holder’s Securities at a cash price equal to 101% of the principal amount thereof, together with accrued but unpaid interest (and Liquidated Damages, if any) to and including the Change of Control Purchase Date.

14.           Certain Asset Sales.

The Indenture imposes certain limitations on the ability of the Issuer to sell assets.  In the event the proceeds from a permitted Asset Sale exceed certain amounts, as specified in the Indenture, the Issuer generally will be required either to reinvest the proceeds of such Asset Sale in their business, use such proceeds to retire debt, or to make an asset sale offer to purchase a certain amount of Indebtedness, including each Holder’s Securities at 100% of the principal amount thereof, plus accrued interest, if any, to the purchase date, as more fully set forth in the Indenture.

15.           Gaming Laws.

The rights of the Holder of this Security and any owner of any beneficial interest in this Security are subject to various gaming laws and the jurisdiction and requirements of the Gaming Authorities and the further limitations and requirements set forth in the Indenture.

16.           Ranking.

Payment of principal, premium, if any, and interest on the Securities is subordinated, in the manner and to the extent set forth in the Indenture, to the prior payment in full of all Senior Debt.

17.           Successors.

When a successor assumes all the obligations of its predecessor under the Securities and the Indenture, the predecessor will be released from those obligations.

18.           Defaults and Remedies.

If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of Securities then outstanding may declare all the Securities to be due and payable immediately in the manner and with the effect provided in the Indenture.  Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture.  The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities.  Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power.

A-11

19.           Trustee Dealings with Company.

The Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its Affiliates as if it were not the Trustee.

20.           No Recourse Against Others.

No direct or indirect stockholder, director, officer or employee, as such, past, present or future of the Issuer, the Guarantors or any successor entity shall have any personal liability in respect of the obligations of the Issuer or the Guarantors under the Securities or the Indenture by reason of his status as such stockholder, director, officer or employee, except to the extent such person is the Issuer or a Guarantor.  Each Holder of a Security by accepting a Security waives and releases all such liability.  The waiver and release are part of the consideration for the issuance of the Securities.

21.           Authentication.

This Security shall not be valid until the Trustee or authenticating agent signs the certificate of authentication on the other side of this Security.

22.           Abbreviations and Defined Terms.

Customary abbreviations may be used in the name of a Holder of a Security or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

23.           CUSIP Numbers.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer will cause CUSIP numbers to be printed on the Securities as a convenience to the Holders of the Securities.  No representation is made as to the accuracy of such numbers as printed on the Securities and reliance may be placed only on the other identification numbers printed hereon.

24.           Governing Law.

The Indenture and the Securities shall be governed by and construed in accordance with the internal laws of the State of New York.

A-12

[FORM OF ASSIGNMENT]

I or we assign this Security to

(Print or type name, address and zip code of assignee)

Please insert Social Security or other identifying number of assignee                                   

and irrevocably appoint                            agent to transfer this Security on the books of the Issuer.  The agent may substitute another to act for him.

Dated:		Signed:
	(Sign exactly as your name appears on the other side of this Security)
Signature guarantee:

Signatures must be guaranteed by an “eligible institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-13

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Issuer pursuant to Section 4.13 or Article X of the Indenture, check the appropriate box:

o            Section 4.13

oArticle X

If you want to elect to have only part of this Security purchased by the Issuer pursuant to the Indenture, state the principal amount you want to have purchased:

$                      

Date:	Signature:
(Sign exactly as your name appears on the other side of this Security)

Signature guarantee:

Signatures must be guaranteed by an “eligible institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-14

SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES(3)

The following exchanges of a part of this Global Security for Definitive Securities have been made:

Date of
Exchange Amount of
decrease in
Principal Amount
of this Global
Security Amount of
increase in
Principal Amount
of this Global
Security Principal Amount
of this Global
Security following
such decrease (or
increase) Signature of
authorized
signatory of
Trustee or
Securities
Custodian

(3)           This schedule should only be added if the Security is issued in global form.

A-15

CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES(4)

Re:          6¾% SENIOR SUBORDINATED NOTES DUE 2015 OF KERZNER INTERNATIONAL LIMITED

This Certificate relates to $               principal amount of Securities held in (5)o book-entry or o definitive form by                    (the “Transferor”).

The Transferor:

o has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); or

o has requested the Trustee by written order to exchange or register the transfer of a Security or Securities.

In connection with such request and in respect of each such Security, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above-captioned Securities and as provided in Section 2.6 of such Indenture, the transfer of this Security does not require registration under the Securities Act (as defined below) because:(5)

o Such Security is being acquired for the Transferor’s own account, without transfer (in satisfaction of Section 2.6(a)(ii)(A) or Section 2.6(d)(i)(A) of the Indenture).

o Such Security is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A (in satisfaction of Section 2.6(a)(ii)(B) or Section 2.6(d)(i)(B) of the Indenture).

o Such Security is being transferred in accordance with (i) Rule 144 or Regulation S under the Securities Act, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to an “institutional accredited investor” within the meaning of Rule 501(A)(1), (2), (3) or (7) under the Securities Act that is acquiring the Security for its own account, or for the account of such an institutional accredited investor, in each case in a minimum principal amount of $100,000, not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act or (iv) in reliance on another exemption from registration under the Securities Act (in satisfaction of Section 2.6(a)(ii)(C) or Section 2.6(d)(i)(C) of the Indenture).  To effect such transfer, the Registrar or the Issuer may require delivery of an Opinion of Counsel and in case of a transfer pursuant to clause (iii) above, will require a transferee letter of representation.

(4)           The following should be included only for Original Securities.

(5)           Check applicable box.

A-16

	[INSERT NAME OF TRANSFEROR]
	By:
Dated:

A-17

EXHIBIT B

FORM OF GUARANTEE

For value received, [each of the below-named subsidiaries of Kerzner International Limited (“Kerzner International” or the “Issuer”, which terms, in each case, includes any successor corporation under the Indenture hereinafter referred to)] hereby irrevocably, unconditionally guarantees on a senior subordinated basis to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee (i) the due and punctual payment, as set forth in the Indenture, dated September 22, 2005, by and among Kerzner International, as issuer, the Guarantors party thereto and The Bank of New York Trust Company, N.A., as trustee (as may be amended, modified or supplemented from time to time, the “Indenture”), pursuant to which such Security and this Guarantee were issued, of the principal of, premium (if any) and interest (and Liquidated Damages, if any) on such Security when and as the same shall become due and payable for any reason according to the terms of such Security and Article XI of the Indenture, (ii) the payment or performance of all other obligations of the Issuer to the Holders or the Trustee under the Indenture or the Securities and (iii) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, the payment in full when due or performance in accordance with the terms of the extension or renewal.  The Guarantee of the Security upon which this Guarantee is endorsed will not become effective until the Trustee signs the certificate of authentication on such Security.

By and on behalf of the following Guarantors:
[		]
By:
	Name:
	Title:

B-1

SCHEDULE A

LIST OF GUARANTORS

1.	Kerzner International North America, Inc.
2.	Kerzner International Bahamas Limited
3.	Island Hotel Company Limited
4.	Paradise Acquisition Limited
5.	Paradise Beach Inn Limited
6.	Paradise Enterprises Limited
7.	Paradise Island Limited
8.	Kerzner Investments Connecticut, Inc.
9.	Kerzner International Management Limited
10.	Aberdeen Management Limited
11.	Birbo NV
12.	ISS, Inc.
13.	Paradise Island Futures Limited
14.	Paradise Security Services Limited
15.	PIV, Inc.
16.	Purposeful BV
17.	Kerzner Investments California, Inc.
18.	Kerzner International New York, Inc.
19.	Kerzner Hotels International (Bermuda) Limited
20.	Kerzner Hotels International Management NV
21.	Kerzner International Timeshare Limited
22.	Kerzner International Development (Timeshare) Limited
23.	Kerzner International Development Services, Inc.
24.	Kerzner International Development Limited
25.	Kerzner International Finance (BVI) Limited
26.	Kerzner International Marketing (UK) Limited
27.	Kerzner International Marketing, Inc.
28.	Kerzner International Nevada, Inc.
29.	Kerzner New York, Inc.
30.	Kerzner International Resorts, Inc.
31.	Solea Vacances SA
32.	Kerzner International Development Services Mexico, S. de R.L. de C.V.
33.	Kerzner International Development Services, Inc.
34.	Kerzner International Management Services, Inc.
35.	Kerzner Investments Palmilla, Inc.
36.	Kerzner International California, Inc.
37.	Kerzner International Development Services Holding, L.L.C.
38.	Kerzner International Management Services Holding, L.L.C.
39.	Kerzner International Management Services Mexico, S. de R.L. de C.V.
40.	Kerzner Northampton Limited
41.	Kerzner Servicios Mexico, S. de R.L. de C.V.
42.	Kerzner International Development Services (UK) Limited

SA-1

43.	Kerzner International Palm Island Limited
44.	Kerzner International UAE Limited
45.	Kerzner International Employment Services Limited
46.	Kerzner International Development FZ-LLC
47.	Kerzner International Management FZ-LLC
48.	One&Only Management Limited
49.	One&Only Resorts Limited
50.	Kerzner International Marine Projects Limited
51.	Kerzner Investments BLB, Inc.
52.	Kerzner Investments Pennsylvania, Inc.
53.	Kerzner UK Leisure Property Holdings Limited
54.	Kerzner UK Leisure Operations Holdings Limited
55.	Kerzner Greenwich Hotel Limited
56.	Kerzner Greenwich Casino Limited
57.	Kerzner Glasgow Limited
58.	Kerzner UK Gaming Limited
59.	Kerzner Manchester Limited
60.	Kerzner Investments Morocco Limited
61.	Kerzner International Morocco Holdings Limited
62.	Kerzner International Management (Morocco) Limited
63.	Kerzner International Development (Morocco) Limited
64.	One&Only Resorts (Deutschland) Gmbh
65.	One&Only Resorts (France) EURL
66.	One&Only Resorts (Southern Africa) (Pty) Limited
67.	World Leisure Holidays (Pty.) Limited
68.	Paradise Marina Condominium Investments Limited
69.	Hurricane Hole Marina Investments Limited
70.	Hurricane Hole Properties Limited

SA-2

EX-4.4(C)

Exhibit 4.4(c)

EXECUTION COPY

KERZNER INTERNATIONAL LIMITED
KERZNER INTERNATIONAL NORTH AMERICA, INC.

As Issuers

6¾% Senior Subordinated Notes due 2015

FIRST SUPPLEMENTAL INDENTURE

Dated as of September 22, 2005

Supplementing the Indenture dated as of September 22, 2005, among Kerzner International
Limited, as Issuer, the Guarantors named therein and The Bank of New York Trust Company, N.A., as Trustee

THE BANK OF NEW YORK TRUST COMPANY, N.A.

As Trustee

FIRST SUPPLEMENTAL INDENTURE dated as of September 22, 2005, among Kerzner International Limited (formerly known as Sun International Hotels Limited), an international business company organized under the laws of the Commonwealth of The Bahamas (the “Company” or “Kerzner International”), Kerzner International North America, Inc. (formerly known as Sun International North America, Inc.), a Delaware corporation and a wholly owned subsidiary of the Company (“KINA” together with the Company, the “Issuers”) and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), under the Indenture referred to herein.

WHEREAS the Company issued and sold to Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Bear, Stearns & Co. Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wachovia Capital Markets, LLC and Wells Fargo Securities, LLC, as initial purchasers, $400,000,000 aggregate principal amount of 6¾% senior subordinated notes due 2015 (the “Notes”), pursuant to an Indenture dated as of September 22, 2005, among the Company, the Guarantors and the Trustee;

WHEREAS Section 9.1 of the Indenture provides that the Company, any Guarantor and the Trustee may amend the Indenture without the written consent of the holders to cure any ambiguity, defect or inconsistency, or to make any other provisions with respect to matters or questions arising under the Indenture which may not be inconsistent with the provisions of the Indenture, provided such action may not adversely affect the interests of any holder in any respect;

WHEREAS the Company has determined that KINA should be added as co-issuer of the Notes, as it was for the recently refinanced 8⁷/₈% senior subordinated notes due 2011;

WHEREAS the addition of KINA as co-issuer and the related revisions incorporated herein will not adversely affect the interests of any holder of the Notes in any respect; and

WHEREAS this First Supplemental Indenture has been duly authorized by all necessary corporate action on the part of the Company and KINA.

NOW, THEREFORE, the Issuers and the Trustee agree as follows for the equal and ratable benefit of the Holders of the Securities:

ARTICLE I

Amendments

SECTION 1.01.  Addition of KINA as Co-Issuer.  Each reference to “Issuer” in the Indenture, including the Exhibits thereto, shall be to both Kerzner International and KINA, as co-issuers of the Notes, and shall be replaced by a reference to “Issuers,” as defined above and in the Indenture, as amended hereby.  When the context so requires, singular forms of syntax in respect of the Issuer shall be deemed replaced by plural forms in respect of the Issuers (e.g., references to “its” shall be deemed references to “their”).

2

Pursuant to the foregoing, the preamble to the Indenture shall be replaced with the following:

“THIS INDENTURE, dated as of September 22, 2005, is by and among Kerzner International Limited, an international business company organized under the laws of the Commonwealth of The Bahamas (“Kerzner International”), Kerzner International North America, Inc., a Delaware corporation and a wholly owned subsidiary of Kerzner International (“KINA” and, together with Kerzner International, the “Issuers”), the Guarantors referred to below and The Bank of New York Trust Company, N.A., as Trustee.

Each party hereto agrees as follows for the benefit of each other party and for the equal and ratable benefit of the Holders of the Issuers’ 6¾% Senior Subordinated Notes due 2015:”

In addition, the first paragraph of page A-4 of the Indenture (included in the Form of Note) shall be replaced with the following:

“Kerzner International Limited, an international business company organized under the laws of the Commonwealth of The Bahamas (“Kerzner International”), and Kerzner International North America, Inc., a Delaware corporation and a wholly owned subsidiary of Kerzner International (“KINA” and, together with Kerzner International, the “Issuers,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promise, jointly and severally, to pay to                  , or registered assigns, the principal sum of                          Dollars, on October 1, 2015.”

KINA shall be deemed to have executed as co-issuer each certificate representing Notes issued prior to the execution of this First Supplemental Indenture.

SECTION 1.02.  Definitions.  Section 1.1 of the Indenture is amended by replacing the language up to the first proviso in the definition of “Unrestricted Subsidiary” with the following language:

““Unrestricted Subsidiary” means any subsidiary of Kerzner International (other than KINA) that does not own any Capital Stock of, or own or hold any Lien on any property of, Kerzner International or any other Subsidiary of Kerzner International, including KINA, and that shall be designated an Unrestricted Subsidiary by the Board of Directors of Kerzner International;”

SECTION 1.03.  Addition of Certain Covenants.  The following covenant is hereby added in its entirety as Section 5.3 to Article V of the Indenture:

“Section 5.3Limitation on Merger, Sale or Consolidation of KINA.

KINA will not consolidate or merge with or into (whether or not KINA is the surviving person) another person (other than Kerzner International or a Guarantor) unless (i) subject to the provisions of the following paragraph, the person formed by or surviving any such consolidation or merger (if other than KINA) expressly assumes all the obligations of KINA pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; and

3

(ii) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred or be continuing.  Any person that expressly assumes all the obligations of KINA pursuant to a supplemental indenture as provided in the foregoing, shall succeed to, and be substituted for, and may exercise every right and power of KINA under this Indenture with the same effect as if such successor corporation had been named herein as KINA.

Notwithstanding the foregoing, upon the sale or disposition (whether by merger, stock purchase, or otherwise) of KINA in its entirety to an entity which is not a Subsidiary, which transaction is otherwise in compliance with this Indenture (including, without limitation, the provisions of Section 4.13 hereof), KINA shall be released from the obligations under the Securities and this Indenture except with respect to any obligations that arise from, or are related to, such transaction; provided, however, that any such termination shall occur only to the extent that all obligations of KINA under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any Indebtedness of Kerzner International or any of its Subsidiaries shall also terminate upon such release, sale or transfer.”

SECTION 1.04.  Clarification of Certain Default Provisions.  Sections 6.1(5) through 6.1(8) of the Indenture shall be replaced with the following:

(5) a decree, judgment, or order by a court of competent jurisdiction shall have been entered adjudicating either or both of the Issuers or any of their Significant Subsidiaries as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of either or both of the Issuers or any of their Significant Subsidiaries under any bankruptcy or similar law, and such decree or order shall have continued undischarged and unstayed for a period of 60 consecutive days; or a decree or order of a court of competent jurisdiction, judgment appointing a receiver, liquidator, trustee, or assignee in bankruptcy or insolvency for either or both of the Issuers, any of their Significant Subsidiaries, or any substantial part of the property of any such person, or for the winding up or liquidation of the affairs of any such person, shall have been entered, and such decree, judgment, or order shall have remained in force undischarged and unstayed for a period of 60 days;

(6) either or both of the Issuers or any of their Significant Subsidiaries shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under any bankruptcy or similar law or similar statute, or shall consent to the filing of any such petition, or shall consent to the appointment of a Custodian, receiver, liquidator, trustee, or assignee in bankruptcy or insolvency of it or any substantial part of its assets or property, or shall make a general assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due;

(7) a default in Indebtedness of either of the Issuers or any of their Subsidiaries with an aggregate principal amount in excess of $20 million (a) resulting from the failure to pay any principal at final stated maturity or (b) as a result of which the maturity of such Indebtedness has been accelerated prior to its stated maturity; and

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(8) final unsatisfied judgments not covered by insurance aggregating in excess of $20 million, at any one time rendered against either of the Issuers or any of their Subsidiaries and either (a) commencement by any creditor of any enforcement proceeding upon any such judgment that is not promptly stayed or (b) such judgment is not stayed, bonded or discharged within 60 days.”

SECTION 1.05.  Trustee’s Acceptance.  The Trustee hereby accepts this First Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Indenture.

ARTICLE II

Miscellaneous

SECTION 2.01.  Interpretation.  Upon execution and delivery of this First Supplemental Indenture, the Indenture shall be modified and amended in accordance with this First Supplemental Indenture, and all the terms and conditions of both shall be read together as though they constitute one instrument, except that, in case of conflict, the provisions of this First Supplemental Indenture will control.  The Indenture, as modified and amended by this First Supplemental Indenture, is hereby ratified and confirmed in all respects and shall bind every Holder of Securities.  In case of conflict between the terms and conditions contained in the Securities and those contained in the Indenture, as modified and amended by this First Supplemental Indenture, the provisions of the Indenture, as modified and amended by this First Supplemental Indenture, shall control.

SECTION 2.02.  Conflict with Trust Indenture Act.  If any provision of this First Supplemental Indenture limits, qualifies or conflicts with any provision of the TIA that is required under the TIA to be part of and govern any provision of this First Supplemental Indenture, the provision of the TIA shall control.  If any provision of this First Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this First Supplemental Indenture, as the case may be.

SECTION 2.03.  Severability.  In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 2.04.  Terms Defined in the Indenture.  All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture.

SECTION 2.05.  Headings.  The Article and Section headings of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 2.06.  Benefits of Supplemental Indenture, etc.  Nothing in this First Supplemental Indenture or the Securities, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of

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the Securities, any benefit of any legal or equitable right, remedy or claim under the Indenture, this First Supplemental Indenture or the Securities.

SECTION 2.07.  Successors.  All agreements of the Issuers and the Guarantors in this First Supplemental Indenture shall bind their successors.  All agreements of the Trustee in this First Supplemental Indenture shall bind its successors.

SECTION 2.08.  Trustee Not Responsible for Recitals.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the correctness of the recitals of fact contained herein, all of which recitals are made solely by the Issuers.

SECTION 2.09.  Certain Duties and Responsibilities of the Trustee.  In entering into this First Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

SECTION 2.10.  Governing Law.  This First Supplemental Indenture shall be governed by and construed in accordance with the internal laws of the State of New York, as applied to contracts made and performed within the State of New York, without regard to principles of conflicts of law.The Issuers and each Guarantor hereby irrevocably submit to the jurisdiction of any New York State court sitting in the Borough of Manhattan in the City of New York or any Federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to this First Supplemental Indenture, and irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of the aforesaid courts.  The Issuers and each Guarantor irrevocably waive, to the fullest extent they may effectively do so under applicable law, trial by jury and any objection which they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  Nothing herein shall affect the right of the Trustee or any securityholder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Issuers or any Guarantor in any other jurisdiction.

SECTION 2.11.  Duplicate Originals.  All parties may sign any number of copies or counterparts of this First Supplemental Indenture.  Each signed copy or counterpart shall be an original, but all of them together shall represent the same agreement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each party hereto has caused this First Supplemental Indenture to be signed by its officer thereunto duly authorized as of the date first written above.

	KERZNER INTERNATIONAL LIMITED,
		by	/s/ John R. Allison
			Name:	John R. Allison
			Title:	Executive Vice President and Chief Financial Officer
		by	/s/ William C. Murtha
			Name:	William C. Murtha
			Title:	Authorized Signatory
	KERZNER INTERNATIONAL NORTH AMERICA, INC.,
		by	/s/ John R. Allison
			Name:	John R. Allison
			Title:	Chief Executive Officer
		by	/s/ William C. Murtha
			Name:	William C. Murtha
			Title:	Senior Vice President and
				Corporate Counsel
THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
		by	/s/ Craig A. Kaye
			Name:	Craig A. Kaye
			Title:	Assistant Vice-President

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EX-4.4(D)

Exhibit 4.4(d)

REGISTRATION RIGHTS AGREEMENT

Dated as of September 22, 2005

by and between

KERZNER INTERNATIONAL LIMITED,

as Issuer,

THE GUARANTORS NAMED HEREIN,

and

DEUTSCHE BANK SECURITIES INC.,

as Representative of the Initial Purchasers

6³/₄% Senior Subordinated Notes Due 2015

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 22, 2005, between Kerzner International Limited, an international business company organized under the laws of the Commonwealth of The Bahamas (the “Issuer”), the Guarantors as defined herein (the “Guarantors”) and Deutsche Bank Securities Inc., as representative of the Initial Purchasers (the “Initial Purchasers”) under the Purchase Agreement (as defined below).

This Agreement is entered into in connection with that certain Purchase Agreement, dated September 15, 2005 (the “Purchase Agreement”), by and between the Issuer and the Initial Purchasers, which provides for the sale by the Issuer to the Initial Purchasers of $400,000,000 aggregate principal amount of the Issuer’s 6 ³/₄% Senior Subordinated Notes due 2015 (the “Notes”), which Notes will be guaranteed by the Guarantors in accordance with the terms of the Indenture (as defined below).  The Notes are being issued pursuant to an Indenture dated as of the date hereof (the “Indenture”), by and between the Issuer, the Guarantors and The Bank of New York, as Trustee.

In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuer and the Guarantors have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and subsequent holders of the Notes as provided herein.  The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Notes under the Purchase Agreement.  Terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.

The parties hereto hereby agree as follows:

1.Definitions

As used in this Agreement, the following terms shall have the following meanings:

Advice:  See Section 5.

Applicable Period:  See Section 2.

Business Day:  Any day that is not a Saturday, Sunday or a day on which banking institutions in the City of New York are authorized or required by law or executive order to be closed.

Closing Date:  The date on which the Notes are originally issued.

Effectiveness Period:  See Section 3.

Effectiveness Target Date:  See Section 3.

Event Date:  See Section 4.

Exchange Act:  The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

Exchange Offer:  See Section 2.

Exchange Registration Statement:  See Section 2.

Exchange Registration Statement Effectiveness Target Date:  See Section 2.

Exchange Securities:  See Section 2.

Filing Date:  The 210^th day after the Closing Date.

Guarantors:  The Guarantors listed on Schedule A hereto.

Holder:  Any beneficial owner from time to time of Transfer Restricted Securities.

Indenture:  See the introductory paragraph of this Agreement.

Initial Purchasers:  See the introductory paragraph of this Agreement.

Issuer:  See the introductory paragraph of this Agreement.

Liquidated Damages:  See Section 4.

Notes:  See the introductory paragraph of this Agreement.

Participating Broker-Dealer:  See Section 2.

Person:  An individual, trustee, corporation, partnership, joint stock company, trust, limited liability company, unincorporated association, union, business association, firm or other legal entity.

Prospectus:  The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Exchange Securities and/or the Transfer Restricted Securities (as applicable) covered by such Registration Statement, and all other amendments and supplements to the Prospectus and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Registration Default:  See Section 4.

Registration Statement:  Any registration statement of the Issuer and the Guarantors, including, but not limited to, the Exchange Registration Statement, the Shelf

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Registration Statement or that otherwise covers any of the Transfer Restricted Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

Rule 144:  Rule 144 promulgated pursuant to the Securities Act, as currently in effect, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

Rule 144A:  Rule 144A promulgated pursuant to the Securities Act, as currently in effect, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

Rule 415:  Rule 415 promulgated pursuant to the Securities Act, as currently in effect, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

SEC:  The Securities and Exchange Commission.

Securities Act:  The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

Series B Securities:  The Issuer’s Series B 6³/₄% Senior Subordinated Notes due 2015, in substantially the form set forth on the Form of Note set forth as an exhibit to the Indenture, to be issued pursuant to the Indenture either (i) in the Exchange Offer or (ii) as otherwise contemplated by this Agreement.

Shelf Notice:  See Section 2.

Shelf Registration:  See Section 3.

Shelf Registration Statement:  See Section 3.

Shelf Registration Statement Effectiveness Target Date:  See Section 3.

TIA:  The Trust Indenture Act of 1939, as amended.

Transfer Restricted Securities:  The Notes upon original issuance thereof and at all times subsequent thereto, until in the case of any such Notes (i) a Registration Statement covering such Notes has been declared effective by the SEC and such Notes have been disposed of in accordance with such effective Registration Statement, (ii) such Notes are sold in compliance with Rule 144 or (iii) such Notes cease to be outstanding.

Trustee:  The trustee under the Indenture and, if existent, the trustee under any indenture governing the Exchange Securities.

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Underwritten registration or underwritten offering:  A registration in which securities of the Issuer are sold to an underwriter for reoffering to the public.

2.Exchange Offer

(a)The Issuer and the Guarantors agree to file with the SEC as soon as practicable after the Closing Date, but in no event later than the Filing Date, an offer to exchange (the “Exchange Offer”) any and all of the Transfer Restricted Securities for a like aggregate principal amount of debt securities of the Issuer and the Guarantors which will be substantially identical to the Notes and will be fungible with, and will constitute the same class of securities as, the Series B Securities (the “Exchange Securities”) (and which are entitled to the benefits of the Indenture or a trust indenture which is identical to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA) and which, in either case, has been qualified under the TIA), except that the Exchange Securities shall have been registered pursuant to an effective Registration Statement in compliance with the Securities Act.  The Exchange Offer will be registered pursuant to the Securities Act on an appropriate form (the “Exchange Registration Statement”) and will comply with all applicable tender offer rules and regulations promulgated pursuant to the Exchange Act and shall be duly registered or qualified pursuant to all applicable state securities or Blue Sky laws.  The Exchange Offer shall not be subject to any condition, other than that the Exchange Offer does not violate any applicable law or interpretation of the staff of the SEC.  No securities shall be included in the Registration Statement covering the Exchange Offer other than the Exchange Securities.  The Issuer and the Guarantors agree to use their best efforts to (x) cause the Exchange Registration Statement to become effective pursuant to the Securities Act on or before the 270^th day following the Closing Date (the “Exchange Registration Statement Effectiveness Target Date”); (y) keep the Exchange Offer open for not less than 20 Business Days (or such longer period required by applicable law) after the commencement of the Exchange Offer; and (z) consummate the Exchange Offer within 30 Business Days after the earlier of the effectiveness thereof or the Exchange Registration Statement Effectiveness Target Date.  Each Holder who participates in the Exchange Offer will be required to represent that any Exchange Securities received by it will be acquired in the ordinary course of its business, that at the time of the consummation of the Exchange Offer such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities, and that such Holder is not an affiliate of the Issuer within the meaning of Rule 405 of the Securities Act (or that if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable).  Each Holder that is not a Participating Broker-Dealer will be required to represent that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities.  Each Holder that is (i) a Participating Broker-Dealer and (ii) will receive Exchange Securities for its own account in exchange for the Transfer Restricted Securities that it acquired as the result of market making or other trading activities will be required to acknowledge that it will deliver a Prospectus as required by law in connection with any resale of such Exchange Securities.  Upon consummation of the Exchange Offer in accordance with this Agreement, the Issuer and the Guarantors shall have no further

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obligation to register Transfer Restricted Securities pursuant to Section 2(c) of this Agreement.

(b)The Issuer and the Guarantors shall include within the Prospectus contained in the Exchange Registration Statement a section entitled “Plan of Distribution,” acceptable to the Initial Purchasers, which shall contain a summary statement of the positions taken or policies made by the Staff of the SEC with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Securities received by such broker-dealer in the Exchange Offer (a “Participating Broker-Dealer”).  Such “Plan of Distribution” section shall also allow the use of the Prospectus by all Persons subject to the prospectus delivery requirements of the Securities Act, including all Participating Broker-Dealers, and include a statement describing the means by which Participating Broker-Dealers may resell the Exchange Securities.

(c)The Issuer and the Guarantors shall use their best efforts to keep the Exchange Registration Statement effective and to amend and supplement the Prospectus contained therein, in order to permit such Prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act, for a period of 180 days after consummation of the Exchange Offer (or such longer period if extended pursuant to the last paragraph of Section 5) (the “Applicable Period”)

In connection with the Exchange Offer, the Issuer shall:

(i)  mail as promptly as practicable to each Holder a copy of the Prospectus forming part of the Exchange Registration Statement, together with an appropriate letter of transmittal and related documents;

(ii)  utilize the services of a depositary for the Exchange Offer with an address in the Borough of Manhattan, The City of New York; and

(iii)  permit Holders to withdraw tendered Notes at any time prior to the close of business, New York time, on the last Business Day on which the Exchange Offer shall remain open.

As soon as practicable after the close of the Exchange Offer, the Issuer and the Guarantors shall:

(x) accept for exchange all Notes tendered and not validly withdrawn pursuant to the Exchange Offer;

(y) deliver to the Trustee for cancellation all Notes so accepted for exchange; and

(z) cause the Trustee to authenticate and deliver promptly to each Holder of Notes, Exchange Securities equal in principal amount to the Notes of such Holder so accepted for exchange.

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3.Shelf Registration

If (a) prior to the consummation of the Exchange Offer, applicable interpretations of the staff of the SEC do not permit the Issuer and the Guarantors to effect the Exchange Offer as contemplated herein, (b) the Exchange Offer is not consummated within 300 days of the Closing Date for any reason or (c) any Holder of Transfer Restricted Securities shall notify the Issuer within 20 Business Days following the commencement of the Exchange Offer that (i) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (ii) such Holder (other than by reason of such Holder’s status as an affiliate of any of the Issuer or the Guarantors) may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not available for such resales by such Holder, or (iii) such Holder is a broker-dealer and holds Transfer Restricted Securities acquired directly from the Issuer or any of its Affiliates, then the Issuer and the Guarantors shall (x) prepare and file with the SEC, on or prior to 30 days after the earlier of (i) the date on which the Issuer determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a) above, (ii) the expiration of the 300-day period set forth in clause (b) above, and (iii) the date on which the Issuer receives the notice specified in clause (c) above (such earlier date, the “Filing Deadline”), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement) (the “Shelf Registration Statement”), relating to all Transfer Restricted Securities, and (y) use its best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (the “Shelf Registration Statement Effectiveness Target Date,” and together with the Exchange Registration Statement Effectiveness Target Date, the “Effectiveness Target Dates”).

The Shelf Registration Statement shall be on Form F-3 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings).  To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 3, the Issuer and the Guarantors shall use their respective best efforts to keep the Shelf Registration Statement continuously effective under the Securities Act until the earlier of (i) the date which is 24 months after the Closing Date, (ii) the date that all Transfer Restricted Securities covered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or (iii) there ceases to be outstanding any Transfer Restricted Securities (the “Effectiveness Period”).

The Issuer and the Guarantors shall use their best efforts to keep the Shelf Registration Statement continuously effective during the Effectiveness Period by supplementing and amending the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration Statement, if required by the Securities Act, or if reasonably requested by the Holders of a majority in aggregate principal amount of the Transfer Restricted

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Securities covered by such Registration Statement and by any underwriter of such Transfer Restricted Securities.

4.Effective Registration Statement; Liquidated Damages

(a)An Exchange Offer Registration Statement pursuant to Section 2 hereof or a Shelf Registration Statement pursuant to Section 3 hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided,however, that if, after it has been declared effective, the offering of Transfer Restricted Notes pursuant to an Exchange Offer Registration Statement or a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have been effective during the period of such interference, until the offering of Transfer Restricted Notes may legally resume.  The Issuer and the Guarantors will be deemed not to have used their best efforts to cause the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods specified herein if they voluntarily take any action that would result in any such Registration Statement not being declared effective or would result in selling Holders of the Transfer Restricted Securities covered thereby or Participating Broker-Dealers seeking to sell Exchange Securities not being able to sell such Transfer Restricted Securities or such Exchange Securities during the applicable period, unless (i) such action is required by applicable law, or (ii) such action is taken by them in good faith and for valid business reasons (not including avoidance of their obligations hereunder), including the acquisition or divestiture of assets.

(b)The Issuer and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Issuer or any Guarantor fails to fulfill their obligations pursuant to Section 2 or Section 3 hereof and that it would not be possible to ascertain the extent of such damages.  Accordingly, in the event of such failure by the Issuer or any Guarantor to fulfill such obligations, the Issuer hereby agrees to pay liquidated damages (“Liquidated Damages”) to each Holder of Transfer Restricted Securities under the circumstances and to the extent set forth below:

(i)  if neither the Exchange Registration Statement nor the Shelf Registration Statement has been filed with the SEC on or prior to the Filing Date or the Filing Deadline, as applicable; or

(ii)  if neither the Exchange Registration Statement nor the Shelf Registration Statement is declared effective by the SEC on or prior to the applicable Effectiveness Target Date; or

(iii)  if (A) an Exchange Registration Statement is declared effective by the SEC, and (B) the Issuer and the Guarantors have not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to 30 Business Days following the earlier of (i) the

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effectiveness thereof or (ii) the Exchange Registration Statement Effectiveness Target Date; or

(iv)  the Shelf Registration Statement has been declared effective by the SEC and such Shelf Registration Statement ceases to be effective or usable at any time during the Effectiveness Period, without being succeeded on the same day immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective on the same day;

(any of the foregoing, a “Registration Default”), then the Issuer shall pay to each Holder of Transfer Restricted Securities Liquidated Damages in an amount equal to $0.05 per week per $1,000 of the principal amount of Transfer Restricted Securities held by such Holder during the first 90-day period immediately following the occurrence of such Registration Default.  The amount of such Liquidated Damages will increase by an additional $0.05 per week per $1,000 of the principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period, until all Registration Defaults have been cured; provided, however, that Liquidated Damages shall not at any time exceed $0.50 per week per $1,000 of the principal amount of Transfer Restricted Securities.  Following the cure of all Registration Defaults relating to any Transfer Restricted Securities, the accrual of Liquidated Damages with respect to such Transfer Restricted Securities will cease.  A Registration Default under clause (i) above shall be cured on the date that either the Exchange Registration Statement or the Shelf Registration Statement is filed with the SEC; a Registration Default under clause (ii) above shall be cured on the date that either the Exchange Registration Statement or the Shelf Registration Statement is declared effective by the SEC; a Registration Default under clause (iii) above shall be cured on the earlier of the date (A) the Exchange Offer is consummated or (B) a Shelf Registration Statement is declared effective; and a Registration Default under clause (iv) above shall be cured on the earlier of (A) the date that the post-effective amendment curing the deficiency in the Shelf Registration Statement is declared effective or (B) the Effectiveness Period expires.

(c)The Issuer shall notify the Trustee within one Business Day after each and every date on which a Registration Default occurs (an “Event Date”).  Liquidated Damages shall be paid by the Issuer to the Holders by wire transfer of immediately available funds to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified on or before the semi-annual interest payment date provided in the Indenture, provided, that payments shall not be required to be made more than once in any six-month period.  Each obligation to pay Liquidated Damages shall be deemed to commence accruing on the applicable Event Date and to cease accruing when all Registration Defaults have been cured.  In no event shall the Issuer pay Liquidated Damages in excess of the maximum applicable amount set forth above, regardless of whether one or multiple Registration Defaults exist.

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5.Registration Procedures

In connection with the registration of any Exchange Securities or Transfer Restricted Securities pursuant to Sections 2 or 3 hereof, the Issuer and the Guarantors shall effect such registration to permit the sale of such Exchange Securities or Transfer Restricted Securities (as applicable) in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Issuer and the Guarantors shall:

(a)Prepare and file with the SEC, a Registration Statement or Registration Statements as prescribed by Section 2 or 3, and to use their best efforts to cause such Registration Statement(s) to become effective and remain effective as provided herein; provided that, if (1) such filing is pursuant to Section 3, or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, before filing any Registration Statement or Prospectus or any amendments or supplements thereto, the Issuer and the Guarantors shall, if requested, furnish to and afford the Initial Purchasers a reasonable opportunity to review copies of all such documents (including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed (at least 3 Business Days prior to such filing, or such later date as is reasonable under the circumstances) and shall use their best efforts to reflect in each such document, when so filed with the SEC, such comments as the Initial Purchasers may reasonably and timely propose.

(b)Prepare and file with the SEC such amendments and post-effective amendments to each Shelf Registration Statement or Exchange Registration Statement, as the case may be, as may be necessary to keep such Registration Statement continuously effective for the periods required by Section 2 or Section 3, as applicable; cause the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities covered by such Registration Statement as so amended or in such Prospectus as so supplemented and with respect to the subsequent resale of any securities being sold by a Participating Broker-Dealer covered by any such Prospectus.

(c)If (1) a Shelf Registration Statement is filed pursuant to Section 3, or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, notify the selling Holders of Transfer Restricted Securities, or each such Participating Broker-Dealer known to the Issuer, as the case may be, their counsel and the managing underwriters, if any, promptly and confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective (including in such notice a written statement that any Holder may, upon request, obtain, without charge, one conformed copy of such Registration Statement or

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post-effective amendment including financial statements and schedules, documents incorporated or deemed to be incorporated by reference and exhibits), (ii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the initiation of any proceedings for that purpose, (iii) if at any time when a prospectus is required by the Securities Act to be delivered in connection with sales of the Transfer Restricted Securities the representations and warranties of the Issuer or the Guarantors contained in any agreement (including any underwriting agreement) contemplated by Section 5(l) below cease to be true and correct, (iv) of the receipt by the Issuer or the Guarantors of any notification with respect to the suspension of the qualification or exemption from qualification of a Registration Statement or any of the Transfer Restricted Securities or the Exchange Securities to be sold by any Participating Broker-Dealer for offer or sale in any jurisdiction, or the initiation of any proceeding for such purpose, (v) of the happening of any event or any information becoming known that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading,and (vi) of the Issuer’s and the Guarantors’ reasonable determination that a post-effective amendment to a Registration Statement would be appropriate.

(d)If (1) a Shelf Registration Statement is filed pursuant to Section 3, or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, use its best efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of a Prospectus or suspending the qualification (or exemption from qualification) of any of the Transfer Restricted Securities or the Exchange Securities (as applicable) to be sold by any Participating Broker-Dealer, for sale in any jurisdiction, and, if any such order is issued, to use their reasonable best efforts to obtain the withdrawal of any such order at the earliest possible moment.

(e)If a Shelf Registration Statement is filed pursuant to Section 3 and if requested by the managing underwriters, if any, and the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities being sold in connection with an underwritten offering, (i) promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriters, if any, or such Holders or counsel reasonably request to be included therein, (ii) make all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after the Issuer has received notification of the matters to be incorporated in such prospectus supplement or post-effective amendment, and (iii) supplement or make

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amendments to such Registration Statement with such information as the managing underwriter, if any, and such Holders and counsel reasonably request to be included therein.

(f)If (1) a Shelf Registration Statement is filed pursuant to Section 3, or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, furnish to each selling Holder of Transfer Restricted Securities and to each such Participating Broker-Dealer who so requests, as the case may be, their counsel and each managing underwriter, if any, without charge, one conformed copy of the Registration Statement or Registration Statements and each post-effective amendment thereto, including financial statements and schedules, and, if requested, all documents incorporated or deemed to be incorporated therein by reference and all exhibits.

(g)If (1) a Shelf Registration Statement is filed pursuant to Section 3, or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, deliver to each selling Holder of Transfer Restricted Securities pursuant to a Shelf Registration Statement, or each such Participating Broker-Dealer, as the case may be, their counsel, and the underwriters, if any, without charge, as many copies of the Prospectus or Prospectuses (including each form of preliminary prospectus) and each amendment or supplement thereto and any documents incorporated by reference therein as such Persons may reasonably request; and, subject to the last paragraph of this Section 5, the Issuer and the Guarantors hereby consent to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders of Transfer Restricted Securities or each such Participating Broker-Dealer, as the case may be, and the underwriters or agents, if any, and dealers (if any), in connection with the offering and sale of the Transfer Restricted Securities covered by or the sale by Participating Broker-Dealers of the Exchange Securities pursuant to such Prospectus and any amendment or supplement thereto.

(h)If a Shelf Registration Statement is filed pursuant to Section 3, cooperate with the selling Holders of Transfer Restricted Securities and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depository Trust Company, and, subject to the terms of the Indenture, enable such Transfer Restricted Securities to be in such denominations and registered in such names as the managing underwriters, if any, or Holders may reasonably request.

(i)If (1) a Shelf Registration Statement is filed pursuant to Section 3, or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, upon the occurrence of any event contemplated by paragraph 5(c)(v) or 5(c)(vi) above, as

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promptly as practicable prepare and (subject to Section 5(a) above) file with the SEC, at the expense of the Issuer and the Guarantors, a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Transfer Restricted Securities being sold thereunder or to the purchasers of the Exchange Securities to whom such Prospectus will be delivered by a Participating Broker-Dealer, any such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(j)Prior to the effective date of the first Registration Statement relating to the Transfer Restricted Securities, (i) provide the Trustee with certificates for the Transfer Restricted Securities in a form eligible for deposit with The Depository Trust Company and (ii) provide a CUSIP number for the Transfer Restricted Securities.

(k)In connection with an underwritten offering of Transfer Restricted Securities pursuant to a Shelf Registration Statement, enter into an underwriting agreement as is customary in underwritten offerings and take all such other actions as are reasonably requested by the managing underwriters in order to expedite or facilitate the registration or the disposition of such Transfer Restricted Securities, and in such connection, (i) make such representations and warranties to the underwriters, with respect to the business of the Issuer, the Guarantors and their subsidiaries and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by issuers to underwriters in underwritten offerings, and confirm the same if and when requested; (ii) obtain opinions of counsel to the Issuer and the Guarantors and updates thereof in form and substance reasonably satisfactory to the managing underwriters, addressed to the underwriters covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by underwriters; (iii) obtain “cold comfort” letters and updates thereof in form and substance reasonably satisfactory to the managing underwriters from the independent certified public accountants of the Issuer and the Guarantors (and, if necessary, any other independent certified public accountants of any subsidiary of the Issuer or the Guarantors or of any business acquired by either of them for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings and such other matters as are reasonably requested by underwriters as permitted by Statement on Auditing Standards No. 72; and (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable than those set forth in Section 7 hereof (or such other provisions and procedures acceptable to Holders of a majority in aggregate principal amount of Transfer Restricted Securities covered by such Registration Statement and the managing underwriters or agents) with respect to all parties to be indemnified pursuant to said Section.  The above shall be done at each closing under such underwriting agreement, or as and to the extent required thereunder.

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(l)If (1) a Shelf Registration Statement is filed pursuant to Section 3, or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, (i) make available for inspection by any selling Holder of such Transfer Restricted Securities being sold, or each such Participating Broker-Dealer, as the case may be, any underwriter participating in any such disposition of Transfer Restricted Securities, if any, and any attorney, accountant or other agent retained by any such selling Holder or each such Participating Broker-Dealer, as the case may be, or underwriter (collectively, the “Inspectors”), at the offices where normally kept, during reasonable business hours, all financial and other records, pertinent corporate documents and properties of the Issuer, the Guarantors and their subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and (ii) cause the officers, directors and employees of the Issuer, the Guarantors and their subsidiaries to supply all information in each case reasonably requested by any such Inspector in connection with such Registration Statement.  Information supplied pursuant to clauses (i) and (ii) above which the Issuer determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors, unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such Registration Statement, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) the information in such Records has been made generally available to the public.

(m)Provide an indenture trustee for the Transfer Restricted Securities or the Exchange Securities, as the case may be, and cause the Indenture to be qualified under the TIA not later than the effective date of the Exchange Offer or the first Registration Statement relating to the Transfer Restricted Securities; and in connection therewith, cooperate with the trustee under any such indenture and the holders of the Transfer Restricted Securities, to effect such changes to such indenture as may be required for such indenture to be so qualified in accordance with the terms of the TIA; and execute, and use its best efforts to cause such trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable such indenture to be so qualified in a timely manner.

(n)Comply with all applicable rules and regulations of the SEC and, as soon as reasonably practicable, make generally available to its securityholders consolidated earnings statements (which need not be audited) of the Issuer that satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

(o)If an Exchange Offer is to be consummated, upon delivery of the Transfer Restricted Securities by Holders to the Issuer (or to such other Person as directed by the Issuer) in exchange for the Exchange Securities, the Issuer and the Guarantors shall mark, or cause to be marked, on such Transfer Restricted Securities that such Transfer Restricted Securities are being cancelled in exchange for the Exchange Securities; in no event shall such Transfer Restricted Securities be marked as paid or otherwise satisfied.

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(p)Cooperate with each seller of Transfer Restricted Securities covered by any Registration Statement and each underwriter, if any, participating in the disposition of such Transfer Restricted Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc. (the “NASD”).

(q)Use its best efforts to take all other steps necessary to effect the registration of the Transfer Restricted Securities or Exchange Securities, as applicable, covered by a Registration Statement contemplated hereby.

The Issuer may require each seller of Transfer Restricted Securities or Participating Broker-Dealer as to which any registration is being effected to furnish to the Issuer such information regarding such seller or Participating Broker-Dealer and the distribution of such Transfer Restricted Securities or Exchange Securities to be sold by such Participating Broker-Dealer, as the case may be, as the Issuer may, from time to time, reasonably request.  The Issuer may exclude from such registration the Transfer Restricted Securities of any seller or Participating Broker-Dealer who fails to furnish such information within a reasonable time after receiving such request.

Each Holder of Transfer Restricted Securities and each Participating Broker-Dealer agrees by acquisition of such Transfer Restricted Securities or Exchange Securities to be sold by such Participating Broker-Dealer, as the case may be, that, upon receipt of any notice from the Issuer of the happening of any event of the kind described in Section 5(c)(ii), 5(c)(iv), 5(c)(v) or 5(c)(vi), such Holder will forthwith discontinue disposition of such Transfer Restricted Securities covered by such Registration Statement or Prospectus or Exchange Securities to be sold by such Participating Broker-Dealer, as the case may be, until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 5(i), or until it is advised in writing (the “Advice”) by the Issuer that the use of the applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto.  In the event the Issuer give any notice of the happening of any event of the kind described in Section 5(c)(ii), 5(c)(iv), 5(c)(v) or 5(c)(vi), the time period for the effectiveness of such Registration Statement set forth in Section 2 or Section 3 hereof, as applicable, shall be extended by the number of days from the date of such notice to the date when each selling Holder covered by such Registration Statement shall have received copies of the supplemental or amended Prospectus contemplated by Section 5(i) or shall have received the Advice that the use of the applicable Prospectus may be resumed.

6.Registration Expenses

(a)All fees and expenses incident to the performance of or compliance with this Agreement by the Issuer or the Guarantors shall be borne by the Issuer, whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and

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disbursements of counsel in connection with Blue Sky qualifications of the Transfer Restricted Securities or Exchange Securities (x) where the Holders of Transfer Restricted Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h), in the case of Transfer Restricted Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Transfer Restricted Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriters, if any, or, in respect of Transfer Restricted Securities or Exchange Securities to be sold by any Participating Broker-Dealer during the Applicable Period, by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in any Registration Statement or of such Exchange Securities, as the case may be), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Issuer and the Guarantors, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(k)(iii) (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuer and the Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the Issuer or the Guarantors, (ix) internal expenses of the Issuer and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Issuer and the Guarantors performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange and (xii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, and indentures.  Nothing contained in this Section 6 shall create an obligation on the part of the Issuer to pay or reimburse any Holder for any underwriting commission or discount attributable to any such Holder’s Transfer Restricted Securities included in an underwritten offering pursuant to a Registration Statement filed in accordance with the terms of this Agreement, or to guarantee such Holder any profit or proceeds from the sale of such Securities.

(b)In connection with any Shelf Registration Statement hereunder, the Issuer shall reimburse the Holders of the Transfer Restricted Securities being registered in such registration for the reasonable fees and disbursements of not more than one counsel (in addition to one local counsel in each relevant jurisdiction) chosen by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities to be included in such Registration Statement and other reasonable out-of-pocket expenses of the Holders of Transfer Restricted Securities reasonably incurred in connection with the registration of the Transfer Restricted Securities.

7.Indemnification

The Issuer agrees to indemnify and hold harmless (i) each of the Purchasers, each Holder of Transfer Restricted Securities, each Holder of Exchange Securities, each Participating Broker-Dealer, (ii) each person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange

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Act) any of the foregoing Persons (any of the persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”), and (iii) the respective officers, directors, partners, employees, representatives and agents of any of such Person or any controlling person (any person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Person”) to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Person) directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by, arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities are caused by (i) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to any Indemnified Person furnished to the Issuer or any underwriter in writing by such Indemnified Person expressly for use therein, or (ii) any untrue statement contained in or omission from a preliminary prospectus if a copy of the Prospectus (as then amended or supplemented, if the Issuer shall have furnished to or on behalf of the Holder participating in the distribution relating to the relevant Registration Statement any amendments or supplements thereto) was not sent or given by or on behalf of such Holder to the person asserting any such losses, liabilities, claims, damages or expenses who purchased Notes, if such is required by law at or prior to the written confirmation of the sale of such Securities to such person and the untrue statement contained in or omission from such preliminary prospectus was corrected in the Prospectus (or the Prospectus as amended or supplemented).  The Issuer shall notify the Trustee promptly of the institution, threat or assertion of any claim, proceeding (including any governmental investigation) or litigation of which it or they shall have become aware in connection with the matters addressed by this Agreement which involves the Issuer, any Guarantor or an Indemnified Person.

In connection with any Registration Statement in which a Holder of Transfer Restricted Securities is participating, such Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Issuer and its directors and officers and each person who controls the Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Issuer to each Indemnified Person, but only with reference to information relating to such Indemnified Person furnished to the Issuer in writing by such Indemnified Person expressly for use in any Registration Statement or Prospectus, any amendment or supplement thereto, or any preliminary prospectus.  The liability of any Indemnified Person pursuant to this paragraph shall in no event exceed the net proceeds received by such Indemnified Person from sales of Transfer Restricted Securities giving rise to such obligations.

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If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying person”) in writing, and the indemnifying person shall have the right to assume the defense thereof with counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying person may reasonably designate in such proceeding and shall pay the reasonable fees and expenses actually incurred by such counsel related to such proceeding.  In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party, unless (i) the indemnifying person and the indemnified party shall have mutually agreed in writing to the contrary, (ii) the indemnifying person failed to assume the defense within a reasonable time after the commencement of the action and employ counsel reasonably satisfactory to the indemnified party or (iii) the named parties to any such action (including any impleaded parties) include both such indemnified party and the indemnifying person, or any affiliate of the indemnifying person and such indemnified party shall have been reasonably advised by counsel that either (x) there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying person or such affiliate of the indemnifying person or (y) a conflict may exist between such indemnified party and the indemnifying person or such affiliate of the indemnifying person (in which case the indemnifying person shall not have the right to assume the defense of such action on behalf of such indemnified party, it being understood, however, that the indemnifying person shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all such indemnified parties, which firm shall be designated in writing by indemnified parties who sold a majority in aggregate principal amount of Transfer Restricted Securities sold by all such indemnified parties and any such separate firm for the Issuer, its directors, its officers and such control persons of the Issuer shall be designated in writing by the Issuer.  The indemnifying person shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying person agrees to indemnify any indemnified party from and against any loss or liability by reason of such settlement or judgment.  No indemnifying person shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

If the indemnification provided for in the first and second paragraphs of this Section 7 is unavailable to an indemnified party, in respect of any losses, claims, damages, liabilities, or expenses referred to therein (other than by reason of the exceptions provided therein), then each indemnifying person under such paragraphs, in

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lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities, or expenses (i) in such proportion as is appropriate to reflect the relative benefits of the indemnified party on the one hand and the indemnifying person(s) on the other in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities, or expenses or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying person(s) and the indemnified party, as well as any other relevant equitable considerations.  The relative fault of the indemnifying person(s), on the one hand, and any indemnified parties, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying person(s), on the one hand, or by such indemnified parties, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The parties agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if such indemnified parties were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph.  The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any reasonable legal or other expenses actually incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 7, in no event shall an indemnified party be required to contribute any amount in excess of the amount by which proceeds received by such indemnified party from sales of Transfer Restricted Securities exceeds the amount of any damages that such indemnified party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

The indemnity and contribution agreements contained in this Section 7 will be in addition to any liability which the indemnifying persons may otherwise have to the indemnified parties referred to above.  The indemnified parties’ obligations to contribute pursuant to Section 7 are several in proportion to the respective principal amount of Securities sold by each of the indemnified parties hereunder and not joint.

8.Rules 144 and 144A

The Issuer and the Guarantors covenant that, during the Effectiveness Period, they will file the reports required to be filed by them pursuant to the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner and, if at any time the Issuer and the Guarantors are not required to

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file such reports, they will, upon the request of any Holder of Transfer Restricted Securities, make available information required by Rules 144 and 144A under the Securities Act in order to permit sales pursuant to Rule 144 and Rule 144A.

9.Underwritten Registrations

(a)If any of the Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering and reasonably acceptable to the Issuer.

No Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder, unless such Holder (i) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any customary underwriting arrangements entered into in connection therewith and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

(b)Each Holder of Transfer Restricted Securities agrees, if requested (pursuant to a timely written notice) by the managing underwriters in an underwritten offering or placement agent in a private offering of the Issuer’s debt securities, not to effect any private sale or distribution (including a sale pursuant to Rule 144(k) and Rule 144A, but excluding non-public sales to any of its affiliates, officers, directors, employees and controlling persons) of any of the Securities except pursuant to an Exchange Offer, during the period beginning 10 days prior to, and ending 90 days after, the closing date of the underwritten offering.

The foregoing provisions shall not apply to any Holder of Transfer Restricted Securities if such Holder is prevented by applicable statute or regulation from entering into any such agreement.

The Issuer and the Guarantors agree not to, without the written consent of the managing underwriters in an underwritten offering of Transfer Restricted Securities covered by a Registration Statement filed pursuant to Section 3 hereof, effect any public or private sale or distribution of their respective debt securities, including a sale pursuant to Regulation D or Rule 144A under the Securities Act, during the period beginning 10 days prior to, and ending 90 days after, the closing date of each underwritten offering made pursuant to such Registration Statement; provided, however, that such period shall be extended by the number of days from and including the date of the giving of any notice pursuant to Section 5(c)(v) or 5(c)(vi) hereof to and including the date when each seller of Transfer Restricted Securities covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 5(j) hereof and provided further, that no such offering restriction shall apply to more than one such underwritten offering per twelve-month period.

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10.Miscellaneous

(a)Remedies.  In the event of a breach by the Issuer of any of its obligations under this Agreement, each Holder of Transfer Restricted Securities, in addition to being entitled to exercise all rights provided herein, in the Indenture or, in the case of the Initial Purchasers, in the Purchase Agreement, or granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement.  Subject to Section 4, the Issuer and the Guarantors agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by them of any of the provisions of this Agreement and hereby further agree that, in the event of any action for specific performance in respect of such breach, they shall waive the defense that a remedy at law would be adequate.

(b)No Inconsistent Agreements.  None of the Issuer or any Guarantor will enter into any agreement with respect to any of their respective securities which will grant to any Person piggy-back registration rights with respect to an Exchange Registration Statement or a Shelf Registration Statement.

(c)Amendments and Waivers.  The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuer has obtained the written consent of holders of at least a majority of the then outstanding aggregate principal amount of Transfer Restricted Securities and Exchange Securities held by Participating Broker-Dealers holding Exchange Securities.  Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders and Participating Broker-Dealers holding Exchange Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders and Participating Broker-Dealers holding Exchange Securities may be given by holders of at least a majority in aggregate principal amount of the Transfer Restricted Securities and Exchange Securities held by Participating Broker-Dealers being sold by such holders pursuant to such Registration Statement; provided that the provisions of this sentence may not be amended, modified or supplemented except in accordance with the provisions of the immediately preceding sentence.

(d)Notices. All notices, requests and other communications (including without limitation any notices or other communications to the Trustee) provided for or permitted hereunder shall be made in writing and delivered by hand-delivery, registered first-class mail, next-day air courier or facsimile:

(1)if to a Holder of Transfer Restricted Securities, at the most current address of such Holder set forth on the records of the registrar under the Indenture.

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(2)	if to the Initial Purchasers:
	c/o Deutsche Bank Securities Inc.
	60 Wall Street, 10th Floor
	New York, New York 10005
	Facsimile No.: (212) 797-4496
	Attention: General Counsel
	with a copy (which shall not constitute notice hereunder) to:
	Skadden, Arps, Slate, Meagher & Flom LLP
	300 South Grand Avenue
	Los Angeles, California 90071
	Facsimile No.: (213) 687-5600
	Attention: Nicholas P. Saggese, Esq. David C. Eisman, Esq.
(3)	if to the Issuer or the Guarantors:
	Kerzner International Limited
	Coral Towers, Paradise Island
	The Bahamas
	Facsimile No.: (212) 659 5196
	Attention: Associate General Counsel
	with a copy (which shall not constitute notice hereunder) to:
	Cravath, Swaine & Moore LLP
	825 Eighth Avenue
	New York, New York 10019
	Facsimile No.: (212) 474-3700
	Attention: D. Collier Kirkham, Esq.

All such notices, requests and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; the earlier of the date indicated on the notice of receipt and five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; one Business Day after being timely delivered to a next-day air courier; and when the address or receives facsimile confirmation, if sent by facsimile during normal business hours, and otherwise on the next Business Day during normal business hours.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee under the Indenture at the address specified in such Indenture.

(e)Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of

21

Transfer Restricted Securities.  The Issuer and the Guarantors agree that the holders of the Notes shall be third party beneficiaries to the agreements made hereunder by the Issuer and the Guarantors and each holder shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights hereunder.

(f)Counterparts.  This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(g)Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(h)Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT TO ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(i)Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(j)Entire Agreement.  This Agreement, together with the Purchase Agreement, is intended by the parties as a final expression of their agreement, and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein.

22

(k)Securities Held by the Issuer, the Guarantors or Their Affiliates.  Whenever the consent or approval of Holders of a specified percentage of Transfer Restricted Securities is required hereunder, Transfer Restricted Securities held by the Issuer, any Guarantor or any of their affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

[Signature page follows]

23

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

ISSUER:
KERZNER INTERNATIONAL LIMITED
	by
		/s/ Richard M. Levine
		Name:	Richard M. Levine
		Title:	Executive Vice President and General Counsel
GUARANTORS (See Schedule A hereto):
[				]
	by
		Name:
		Title:
REPRESENTATIVES OF THE INITIAL PURCHASERS:
DEUTSCHE BANK SECURITIES INC., as representative of the Initial Purchasers,
	by
		/s/ A. Drew Goldman
		Name:	A. Drew Goldman
		Title:	Managing Director
	by
		/s/ Paul M. Whyte
		Name:	Paul M. Whyte
		Title:	Managing Director

24

Schedule A

List of Guarantors

Kerzner International North America, Inc.

Kerzner International Bahamas Limited

Island Hotel Company Limited

Paradise Acquisition Limited

Paradise Beach Inn Limited

Paradise Enterprises Limited

Paradise Island Limited

Kerzner Investments Connecticut, Inc.

Kerzner International Management Limited

Aberdeen Management Limited

Birbo NV

ISS, Inc.

Paradise Island Futures Limited

Paradise Security Services Limited

PIV, Inc.

Purposeful BV

Kerzner Investments California, Inc.

Kerzner International New York, Inc.

Kerzner Hotels International (Bermuda) Limited

Kerzner Hotels International Management NV

Kerzner International Timeshare Limited

Kerzner International Development (Timeshare) Limited

Kerzner International Development Services, Inc.

Kerzner International Development Limited

Kerzner International Finance (BVI) Limited

Kerzner International Marketing (UK) Limited

Kerzner International Marketing, Inc.

Kerzner International Nevada, Inc.

Kerzner New York, Inc.

Kerzner International Resorts, Inc.

Solea Vacances SA

Kerzner International Development Services Mexico, S. de R.L. de C.V.

Kerzner International Development Services, Inc.

Kerzner International Management Services, Inc.

Kerzner Investments Palmilla, Inc.

Kerzner International California, Inc.

Kerzner International Development Services Holding, L.L.C.

Kerzner International Management Services Holding, L.L.C.

Kerzner International Management Services Mexico, S. de R.L. de C.V.

Kerzner Northampton Limited

Kerzner Servicios Mexico, S. de R.L. de C.V.

Kerzner International Development Services (UK) Limited

Kerzner International Palm Island Limited

Kerzner International UAE Limited

Kerzner International Employment Services Limited

Kerzner International Development FZ-LLC

Kerzner International Management FZ-LLC

One&Only Management Limited

One&Only Resorts Limited

Kerzner International Marine Projects Limited

Kerzner Investments BLB, Inc.

Kerzner Investments Pennsylvania, Inc.

Kerzner UK Leisure Property Holdings Limited

Kerzner UK Leisure Operations Holdings Limited

Kerzner Greenwich Hotel Limited

Kerzner Greenwich Casino Limited

Kerzner Glasgow Limited

Kerzner UK Gaming Limited

Kerzner Manchester Limited

Kerzner Investments Morocco Limited

Kerzner International Morocco Holdings Limited

Kerzner International Management (Morocco) Limited

Kerzner International Development (Morocco) Limited

One&Only Resorts (Deutschland) Gmbh

One&Only Resorts (France) EURL

One&Only Resorts (Southern Africa) (Pty) Limited

World Leisure Holidays (Pty.) Limited

Paradise Marina Condominium Investments Limited

Hurricane Hole Marina Investments Limited

Hurricane Hole Properties Limited

KERZNER INTERNATIONAL BAHAMAS LIMITED,
	by
		/s/ J. Barrie Farrington
		Name:	J. Barrie Farrington
		Title:	Vice President

ISLAND HOTEL COMPANY LIMITED
PARADISE ACQUISITION LIMITED
PARADISE BEACH INN LIMITED
PARADISE ENTERPRISES LIMITED
PARADISE ISLAND LIMITED
KERZNER INTERNATIONAL MANAGEMENT LIMITED
PARADISE ISLAND FUTURES LIMITED
PARADISE SECURITY SERVICES LIMITED
KERZNER INTERNATIONAL
DEVELOPMENT (TIMESHARE) LIMITED
KERZNER INTERNATIONAL DEVELOPMENT LIMITED
KERZNER INVESTMENTS PALMILLA, INC.
KERZNER NORTHAMPTON LIMITED
HURRICANE HOLE MARINA INVESTMENTS LIMITED
HURRICANE HOLE PROPERTIES LIMITED,
	by
			/s/ Giselle M. Pyfrom
			Name:	Giselle M. Pyfrom
			Title:	Assistant Secretary
KERZNER INTERNATIONAL TIMESHARE LIMITED
KERZNER INTERNATIONAL
DEVELOPMENT (TIMESHARE) LIMITED
KERZNER INTERNATIONAL
DEVELOPMENT LIMITED
KERZNER INVESTMENTS PALMILLA, INC.
KERZNER INTERNATIONAL
EMPLOYMENT SERVICES LIMITED
KERZNER UK LEISURE OPERATIONS
HOLDINGS LIMITED
KERZNER INTERNATIONAL
DEVELOPMENT (MOROCCO) LIMITED
PARADISE MARINA CONDOMINIUM
INVESTMENTS LIMITED,
	by
		/s/ Giselle M. Pyfrom
		Name:		Giselle M. Pyfrom
		Title:		Secretary

KERZNER INVESTMENTS PALMILLA, INC.,
	by
		/s/ Giselle M. Pyfrom
		Name:	Giselle M. Pyfrom
		Title:	Executive Vice President and Secretary
KERZNER INTERNATIONAL DEVELOPMENT FZ-LLC
KERZNER INTERNATIONAL MANAGEMENT FZ-LLC,
	by
		/s/ Giselle M. Pyfrom
		Name:	Giselle Pyfrom
		Title:	Power of Attorney
ONE&ONLY MANAGEMENT LIMITED
ONE&ONLY RESORTS LIMITED
KERZNER INTERNATIONAL MARINE
PROJECTS LIMITED
KERZNER UK LEISURE PROPERTY
HOLDINGS LIMITED
KERZNER INVESTMENTS MOROCCO LIMITED
KERZNER INTERNATIONAL MOROCCO HOLDINGS LIMITED
KERZNER INTERNATIONAL MANAGEMENT (MOROCCO) LIMITED,
	by
		/s/ Giselle M. Pyfrom
		Name:	Giselle Pyfrom
		Title:	Director

KERZNER INVESTMENTS CONNECTICUT, INC.
ISS, INC.
PIV, INC.
KERZNER INVESTMENTS CALIFORNIA, INC.
KERZNER INTERNATIONAL NEW YORK, INC.
KERZNER INTERNATIONAL DEVELOPMENT SERVICES, INC.
KERZNER INTERNATIONAL MARKETING, INC.
KERZNER INTERNATIONAL NEVADA, INC.
KERZNER NEW YORK, INC.
KERZNER INTERNATIONAL RESORTS, INC.
KERZNER INTERNATIONAL DEVELOPMENT SERVICES, INC.
KERZNER INTERNATIONAL MANAGEMENT SERVICES, INC.
KERZNER INTERNATIONAL CALIFORNIA, INC.
KERZNER INTERNATIONAL DEVELOPMENT SERVICES HOLDING, L.L.C.
KERZNER INTERNATIONAL MANAGEMENT SERVICES HOLDING, L.L.C.
KERZNER INVESTMENTS BLB, INC.
KERZNER INVESTMENTS PENNSYLVANIA, INC.,
	by
		/s/ Richard Levine
		Name:	Richard Levine
		Title:	Vice President

KERZNER INTERNATIONAL DEVELOPMENT SERVICES HOLDING, L.L.C.
KERZNER INTERNATIONAL MANAGEMENT SERVICES HOLDING, L.L.C.
	by
		/s/ Richard Levine
		Name:	Richard Levine
		Title:	Vice President

ABERDEEN MANAGEMENT LIMITED,
	by
		/s/ Authorized Signatory for Cosign Limited
		Name:	Authorized Signatory for Cosign Limited
		Title:	Corporate Secretary
	by
		/s/ Authorized Signatory for Cosign Limited
		Name:	Authorized Signatory for Cosign Limited
		Title:	Corporate Secretary

BIRBO NV,
	By
		/s/ TMF
		Name:	TMF
		Title:	Director

PURPOSEFUL BV,
	by
		/s/ TIM BV
		Name:	TIM BV
		Title:	Director

KERZNER HOTELS INTERNATIONAL (BERMUDA) LIMITED,
	by
		/s/ Wayne Morgan
		Name:	Wayne Morgan
		Title:	Secretary

KERZNER HOTELS INTERNATIONAL MANAGEMENT NV,
	by
		/s/ Curacao Corporation
		Name:	Curacao Corporation
		Title:	Director

KERZNER INTERNATIONAL FINANCE (BVI) LIMITED,
	by
		/s/ STC International
		Name:	STC International
		Title:	Secretary

KERZNER INTERNATIONAL DEVELOPMENT SERVICES MEXICO, S. DE R.L. DE C.V.
KERZNER INTERNATIONAL MANAGEMENT SERVICES MEXICO, S. DE R.L. DE C.V.
KERZNER SERVICIOS MEXICO, S. DE R.L. DE C.V.,
	by
		/s/ William C. Murtha
		Name:	William C. Murtha
		Title:	Vice President

KERZNER INTERNATIONAL MARKETING (UK) LIMITED
KERZNER INTERNATIONAL DEVELOPMENT SERVICES (UK) LIMITED,
	by
		/s/ Alex Penkul
		Name:	Alex Penkul
		Title:	Secretary

KERZNER NORTHAMPTON LIMITED
KERZNER GREENWICH HOTEL LIMITED
KERZNER GREENWICH CASINO LIMITED
KERZNER GLASGOW LIMITED
KERZNER UK GAMING LIMITED
KERZNER MANCHESTER LIMITED,
	by
		/s/ Margaret Mary Hotchkiss
		Name:	Margaret Mary Hotchkiss
		Title:	Secretary

ONE&ONLY RESORTS (FRANCE) EURL,
	by
		/s/ Roger Wharton
		Name:	Roger Wharton
		Title:	Chairman
ONE&ONLY RESORTS (DEUTSCHLAND) GMBH,
	by
		/s/ Roger Wharton
		Name:	Roger Wharton
		Title:	Director
SOLEA VACANCES SA,
	by
		/s/ Roger Wharton
		Name:	Roger Wharton
		Title:	President

KERZNER INTERNATIONAL NORTH AMERICA, INC.,
	by
		/s/ John R. Allison
		Name:	John R. Allison
		Title:	Executive Vice President and Chief Financial Officer
KERZNER INTERNATIONAL PALM ISLAND LIMITED
KERZNER INTERNATIONAL UAE LIMITED
ONE&ONLY RESORTS (SOUTHERN AFRICA) (PTY) LIMITED
WORLD LEISURE HOLIDAYS (PTY.) LIMITED,
	by
		/s/ John R. Allison
		Name:	John R. Allison
		Title:	Director

EX-5.1

Exhibit 5.1

November 23, 2005

Kerzner International Limited

Kerzner International North America, Inc.

Coral Towers - Executive Office

Paradise Islands, The Bahamas

Kerzner International Limited
Kerzner International North America, Inc.

6¾% Senior Subordinated Notes due 2015

Form F-4 Registration Statement

Ladies and Gentleman:

I am Executive Vice President and General Counsel for Kerzner International Limited, an international business company organized and existing under the laws of the Commonwealth of The Bahamas (“Kerzner International”) and Kerzner International North America, Inc., a Delaware corporation and a wholly owned subsidiary of Kerzner International (“KINA” and, together with Kerzner International, the “Issuers”), and as such have acted as counsel in connection with the filing by the Issuers with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form F-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”) relating to the proposed issuance and exchange (the “Exchange Offer”) of up to $400,000,000 aggregate principal amount of their 6¾% Senior Subordinated Notes due 2015 (the “New Notes”), which have been registered under the Act, for a like principal amount of the Issuers’ issued and outstanding 6¾% Senior Subordinated Notes due 2015 (the “Original Notes”). The New Notes are to be issued pursuant to the indenture dated as of September 22, 2005, as amended by the first supplemental indenture dated as of September 22, 2005 (the “Indenture”) among the Issuers and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”).  Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Indenture.

In that connection, I have examined originals, copies or certified copies (or otherwise identified to my satisfaction) of such documents, corporate records and other instruments as I have deemed necessary or appropriate for purposes of this opinion, including the Indenture.

In rendering my opinion, I have assumed (i) the due authorization, execution and delivery of all documents by all parties other than KINA; (ii) the authenticity of all documents submitted to me as originals and (iii) conformity to originals of the documents submitted to me as copies.

Based on the foregoing, I am of opinion as follows:

1.Each of the Indenture and the Registration Statement has been duly authorized, executed and delivered by KINA and the subsidiaries listed on Schedule I hereto (the “Non-Bahamian Guarantors”) and, assuming due authorization, execution and delivery thereof by the Trustee, the Indenture constitutes a legal, valid and binding obligation of KINA and the Non-Bahamian Guarantors in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law).

2.The New Notes and the Guarantees issued by the Non-Bahamian Guarantors have been duly authorized by KINA and the Non-Bahamian Guarantors, respectively, and, when executed and authenticated in accordance with the provisions of the Indenture and delivered in exchange for the Original Notes pursuant to the Exchange Offer, will constitute legal, valid and binding obligations of KINA and the Non-Bahamian Guarantors, enforceable against KINA and the Non-Bahamian Guarantors in accordance with their terms and entitled to the benefits of the Indenture (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law). In expressing the opinion set forth in this Paragraph 2, I have assumed that the form of the New Notes will conform to that included in the Indenture.

I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement.  I also consent to the reference to me under the caption “Legal Matters” in the Registration Statement.

2

I am admitted to practice only in the State of New York and express no opinion herein as to matters governed by any laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the Federal laws of the United States of America. The opinion is rendered to you solely for your benefit in connection with the transactions referred to above and may not be relied upon by any other person, firm or corporation without my prior written consent.

Very truly yours,

 /s/ Richard M. Levine

 Richard M. Levine

 Executive Vice President and General
 Counsel

3

SCHEDULE I

Non-Bahamian Guarantors

Subsidiary	Jurisdiction of Organization
Kerzner International Management Limited	British Virgin Islands
Kerzner Investments Connecticut, Inc.	Connecticut
Kerzner International Nevada, Inc.	Nevada
Kerzner International Resorts Inc.	Florida
PIV, Inc.	Florida
ISS, Inc.	Florida
Kerzner International Marketing, Inc.	Florida
Kerzner Investments California, Inc.	Delaware
Kerzner International New York, Inc.	New York
Kerzner Hotels International (Bermuda) Limited	Bermuda
Kerzner International Finance (BVI) Limited	British Virgin Islands
Aberdeen Management Limited	Channel Islands
Birbo NV	Netherlands Antilles
Kerzner Hotels International Management NV	Netherlands Antilles
Purposeful BV	Netherlands
Kerzner International Marketing (UK) Limited	United Kingdom
Kerzner International Development Services, Inc.	Delaware
Kerzner New York, Inc.	Delaware
Solea Vacances SA	France
Kerzner International Development Services Mexico, S. de R.L. de C.V.	Mexico
Kerzner International Development Services, Inc.	Delaware
Kerzner International Management Services, Inc.	Delaware
Kerzner International California, Inc.	Delaware
Kerzner International Development Services Holding, L.L.C.	Delaware
Kerzner International Management Services Holding, L.L.C.	Delaware
Kerzner International Management Services Mexico, S. de R.L. de C.V.	Mexico
Kerzner Northampton Limited	United Kingdom
Kerzner Servicios Mexico, S. de R.L. de C.V.	Mexico
Kerzner International Development Services (UK) Limited	United Kingdom

Kerzner International Palm Island Limited	British Virgin Islands
Kerzner International UAE Limited	British Virgin Islands
Kerzner International Employment Services Limited	British Virgin Islands
Kerzner International Development FZ-LLC	Dubai Free Zone
Kerzner International Management FZ-LLC	Dubai Free Zone
One&Only Management Limited	British Virgin Islands
One&Only Resorts Limited	British Virgin Islands
Kerzner Investments BLB, Inc.	Delaware
Kerzner Investments Pennsylvania, Inc.	Delaware
Kerzner Greenwich Hotel Limited	United Kingdom
Kerzner Greenwich Casino Limited	United Kingdom
Kerzner Glasgow Limited	United Kingdom
Kerzner UK Gaming Limited	United Kingdom
Kerzner Manchester Limited	United Kingdom
One&Only Resorts (Deutschland) Gmbh	Germany
One&Only Resorts (France) EURL	France
One&Only Resorts (Southern Africa) (Pty) Limited	South Africa
World Leisure Holidays (Pty.) Limited	South Africa

2

EX-5.2

Exhibit 5.2

November 23, 2005

Kerzner International Limited
Kerzner International North America, Inc.
Coral Towers - Executive Office
Paradise Islands, The Bahamas

Kerzner International Limited
Kerzner International North America, Inc.

6¾% Senior Subordinated Notes Due 2015

Form F-4 Registration Statement

Ladies and Gentleman:

I am Associate General Counsel for Kerzner International Limited, an international business company organized and existing under the laws of the Commonwealth of The Bahamas (“Kerzner International”), and as such have acted as counsel in connection with the filing by Kerzner International and Kerzner International North America, Inc., a Delaware corporation and a wholly owned subsidiary of Kerzner International (together with Kerzner International, the “Issuers”), with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form F-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”) relating to the proposed issuance and exchange (the “Exchange Offer”) of up to $400,000,000 aggregate principal amount of their 6¾% Senior Subordinated Notes due 2015 (the “New Notes”), which have been registered under the Act, for a like principal amount of the Issuers’ issued and outstanding 6¾% Senior Subordinated Notes due 2015 (the “Original Notes”).  The New Notes are to be issued pursuant to the indenture dated as of September 22, 2005, as amended by the first supplemental indenture dated as of September 22, 2005 (together, the “Indenture”), among the Issuers and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”).  Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Indenture.

In that connection, I have examined originals, copies or certified copies (or otherwise identified to my satisfaction) of such documents, corporate records and other instruments as I have deemed necessary or appropriate for purposes of this opinion, including the Indenture.

For the purposes of this opinion, I have assumed:

(a)the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity to original documents of all such documents submitted to me as copies;

(b)that such documents as are expressed to be governed by laws other than those of the Commonwealth of The Bahamas constitute legal, valid and binding obligations of each party thereto and are enforceable in accordance with their respective terms under the laws by which they are expressed to be governed;

(c)the capacity, power and authority of each of the parties to execute, deliver and perform their respective obligations under all documents, other than Kerzner International and the subsidiaries listed on Schedule I hereto (the “Bahamian Guarantors”).

(d)the due execution and delivery of all documents by or on behalf of each of the parties thereto other than Kerzner International and the Bahamian Guarantors; and

(e)that the public records examined by me were at the time of my examination (which occurred not more than one week prior to the date hereof) up to date and accurate.

I am qualified to render opinions only as to the laws of the Commonwealth of The Bahamas applicable therein, and I express no opinion as the laws of any other jurisdiction.

Based upon and relying upon the foregoing (and subject to the assumptions and qualifications contained herein), I am of the following opinion:

1.Each of the Indenture and the Registration Statement has been duly and validly authorized, executed and delivered by the Kerzner International and the Bahamian Guarantors and, assuming due authorization, execution and delivery thereof by the Trustee, the Indenture constitutes a legal, valid and binding obligation of the Issuers and the Bahamian Guarantors in accordance with its terms.

2.The New Notes and the guarantees issued by the Bahamian Guarantors have been duly authorized by Kerzner International and the Bahamian Guarantors, respectively, and, when executed and authenticated in accordance with the provisions of the Indenture and delivered in exchange for the Original Notes pursuant to the Exchange Offer, will constitute legal, valid and binding obligations of Kerzner International and the Bahamian Guarantors, enforceable against Kerzner International and the Bahamian Guarantors in accordance with their terms and entitled to the benefits of the Indenture.  In expressing the opinion set forth in this Paragraph 2, I have assumed that the form of the New Notes will conform to that included in the Indenture.

These opinions are subject to the following reservations:

Any judgment obtained against Kerzner International or any Bahamian Guarantor for liquidated amounts in civil matters, after due trial by a court of competent jurisdiction, and

2

which is final and conclusive as to the issues in contention, is actionable in the Bahamian courts and is impeachable only on the grounds of (a) fraud, (b) public policy and (c) natural justice.

Such enforceability may be limited (a) by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or similar laws of general application now or hereafter in effect, including without limitation, laws limiting or affecting the enforcement of creditors’ rights generally, (b) by the application of general principles of equity (regardless of whether enforcement is considered in proceedings at law or in equity) and (c) by claims becoming barred under the Limitation Act or as claims may be or become subject to defenses of set-off or counterclaim.

The charge of a higher rate of interest in the event of default may amount to a penalty and as such may be unenforceable.

I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement.  I also consent to the reference to me under the caption “Legal Matters” in the Registration Statement.

3

I am admitted to practice only in the Commonwealth of The Bahamas and express no opinion herein as to matters governed by any laws other than the laws of Commonwealth of The Bahamas.  The opinion is rendered to you solely for your benefit in connection with the transactions referred to above and may not be relied upon by any other person, firm or corporation without my prior written consent.

 Very truly yours,

 /s/ Giselle M. Pyfrom

 Giselle M. Pyfrom

 Assistant Secretary

SCHEDULE I

BAHAMIAN GUARANTORS

Subsidiary	Jurisdiction of Organization
Kerzner International Bahamas Limited	Commonwealth of The Bahamas
Paradise Acquisitions Limited	Commonwealth of The Bahamas
Paradise Island Limited	Commonwealth of The Bahamas
Paradise Enterprises Limited	Commonwealth of The Bahamas
Island Hotel Company Limited	Commonwealth of The Bahamas
Paradise Beach Inn Limited	Commonwealth of The Bahamas
Kerzner International Timeshare Limited	Commonwealth of The Bahamas
Paradise Island Futures Limited	Commonwealth of The Bahamas
Kerzner Investments Palmilla, Inc.	Commonwealth of the Bahamas
Kerzner International Development Limited	Commonwealth of The Bahamas
Paradise Security Services Limited	Commonwealth of The Bahamas
Kerzner International Development (Timeshare) Limited	Commonwealth of The Bahamas
Kerzner International Marine Projects Limited	Commonwealth of The Bahamas
Kerzner UK Leisure Property Holdings Limited	Commonwealth of The Bahamas
Kerzner UK Leisure Operations Holdings Limited	Commonwealth of The Bahamas
Kerzner Investments Morocco Limited	Commonwealth of The Bahamas
Kerzner International Morocco Holdings Limited	Commonwealth of The Bahamas
Kerzner International Management (Morocco) Limited	Commonwealth of The Bahamas
Kerzner International Development (Morocco) Limited	Commonwealth of The Bahamas
Paradise Marina Condominium Investments Limited	Commonwealth of The Bahamas
Hurricane Hole Marina Investments Limited	Commonwealth of The Bahamas
Hurricane Hole Properties Limited	Commonwealth of The Bahamas

EX-10.3(J)

EXHIBIT 10.3(j)

EXECUTION COPY

SIXTH AMENDED AND RESTATED
CREDIT AGREEMENT,

dated as of October 31, 2005,

among

KERZNER INTERNATIONAL LIMITED,
KERZNER INTERNATIONAL NORTH AMERICA, INC.
and
KERZNER INTERNATIONAL BAHAMAS LIMITED,
as the Borrowers and the Guarantors,

VARIOUS FINANCIAL INSTITUTIONS,
as the Lenders,

JPMORGAN CHASE BANK, N.A.,
as the Administrative Agent,

DEUTSCHE BANK SECURITIES INC.
as the Syndication Agent,

and
JPMORGAN CHASE BANK, N.A.,
BEAR STEARNS CORPORATE LENDING INC.,
GOLDMAN SACHS CREDIT PARTNERS L.P.
MERRILL LYNCH CAPITAL CORPORATION,
as the Co-Documentation Agents.

J.P. MORGAN SECURITIES INC.
and
DEUTSCHE BANK SECURITIES INC.
as the Co-Lead Arrangers and
the Joint Book Runners

SIXTH AMENDED AND RESTATED
CREDIT AGREEMENT

THIS SIXTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 31, 2005, is among KERZNER INTERNATIONAL LIMITED, a corporation organized under the laws of the Commonwealth of The Bahamas (“KIL”), KERZNER INTERNATIONAL NORTH AMERICA, INC., a corporation organized under the laws of the State of Delaware (“KINA”), KERZNER INTERNATIONAL BAHAMAS LIMITED, a corporation organized under the laws of the Commonwealth of The Bahamas (“KIBL”; KIL, KINA and KIBL are each individually referred to as a “Borrower” and collectively referred to as the “Borrowers”), the financial institutions as are or may become parties hereto (collectively referred to as the “Lenders”), JPMORGAN CHASE BANK, N.A., acting through one or more of its agencies, branches or affiliates (“JPMCB”), as the administrative agent (in such capacity, the “Administrative Agent”), DEUTSCHE BANK SECURITIES INC. (“DBSI”), as syndication agent (in such capacity, the “Syndication Agent”), JPMCB, BEAR STEARNS CORPORATE LENDING INC., GOLDMAN SACHS CREDIT PARTNERS L.P., and MERRILL LYNCH CAPITAL CORPORATION, as co-documentation agents (collectively in such capacities, the “Co-Documentation Agents”), and J.P. MORGAN SECURITIES INC. and DBSI as the co-lead arrangers and joint bookrunners (the “Co-Lead Arrangers”).

W I T N E S S E T H:

WHEREAS, the Borrowers are engaged directly and through their various Subsidiaries in the business of, among other things, owning and operating hotel and casino properties and other activities in the resort and gaming industry;

WHEREAS, pursuant to a Fifth Amended and Restated Revolving Credit Agreement, dated as of July 7, 2004, as amended, supplemented, amended and restated or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), among KIBL, KIL, and KINA, the financial institutions parties thereto, as lenders (collectively, the “Existing Lenders”), and the agents party thereto, the Existing Lenders made commitments to make extensions of credit to KIBL, KIL, and KINA;

WHEREAS, the Borrowers have requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Borrowers pursuant to the terms of this Agreement, and the Lenders (including certain Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that the commitments which certain Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced to the Borrowers upon the amended and restated terms and conditions contained in this Agreement with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (which shall hereafter have no further effect upon the parties thereto, other than for accrued fees and expenses and indemnification provisions accrued and owing under the terms of the Existing Credit Agreement on or prior to the date hereof or arising (in the case of an indemnification) under the terms of the Existing Credit Agreement); provided that the letters of

credit set forth on Schedule III (the “Existing Letters of Credit”) shall continue as Letters of Credit hereunder;

WHEREAS, in connection with amending and restating the Existing Credit Agreement, the Borrowers desire to obtain, on the terms and conditions set forth below, Commitments pursuant to which:

(a)Loans will be made to the Borrowers from time to time prior to the Commitment Termination Date in a maximum aggregate principal amount, together with all Letter of Credit Outstandings at any one time outstanding, not to exceed the then existing Commitment Amount; and

(b)Letters of Credit will be issued for the account of a Borrower or a Guarantor (and the Lenders will participate in such Letters of Credit) from time to time prior to the Commitment Termination Date in a maximum aggregate Stated Amount at any one time outstanding not to exceed the then existing Letter of Credit Commitment Amount (provided that the aggregate outstanding principal amount of Loans and Letter of Credit Outstandings at any time shall not exceed the then existing Commitment Amount);

WHEREAS, subject to the terms of this Agreement and the other Loan Documents, certain Existing Lenders have agreed to continue their Commitments under this Agreement and, in addition to certain Existing Lenders, other financial institutions will, on the Effective Date, become parties to this Agreement and have agreed to have all of the rights, and be subject to the obligations (including their respective Commitments as in effect from time to time), of a Lender;

WHEREAS, the Lenders and the Issuer are willing, on the terms and subject to the conditions hereinafter set forth (including Article V), to amend and restate the Existing Credit Agreement in its entirety pursuant to the terms of this Agreement, and on and subsequent to the Effective Date, the Lenders and the Issuer are willing to extend such Commitments and make such Loans to the Borrowers and issue (or participate in) such Letters of Credit for the account of the Borrowers and the Guarantors; and

WHEREAS, pursuant to the terms of this Agreement, the proceeds of Loans and Letters of Credit will be used for the general corporate purposes of the Borrowers and the Guarantors, including working capital, Capital Expenditures, acquisitions and Investments (including financing a portion of the construction costs of the Atlantis Phase III expansion);

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1.  Defined Terms.  The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall, except where the context otherwise requires, have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof):

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“2.375% Convertible Senior Subordinated Notes” means the 2.375% Convertible Senior Subordinated Notes due 2024 executed and delivered by KIL evidencing the Subordinated Debt issued pursuant to the 2.375% Senior Subordinated Notes Indenture, as amended, supplemented, amended and restated or otherwise modified from time to time as permitted under Section 7.2.13.

“2.375% Senior Subordinated Notes Indenture” means the Indenture, dated as of April 5, 2004, between KIL (as issuer) and The Bank of New York Trust Company, N.A., as trustee, as amended, supplemented, amended and restated or otherwise modified from time to time as permitted under Section 7.2.13.

“6¾% Senior Subordinated Notes” means the 6¾% Senior Subordinated Notes due 2015 executed and delivered by KIL evidencing the Subordinated Debt issued pursuant to the 6¾% Senior Subordinated Notes Indenture, as amended, supplemented, amended and restated or otherwise modified from time to time as permitted under Section 7.2.13.

“6¾% Senior Subordinated Notes Indenture” means the Indenture, dated as of September 22, 2005, between KIL (as issuer) and The Bank of New York Trust Company, N.A., as trustee, as amended, supplemented, amended and restated or otherwise modified from time to time as permitted under Section 7.2.13.

“8 7/8% Senior Subordinated Notes” means the 8 7/8% Senior Subordinated Notes due 2011 executed and delivered by KIL and KINA evidencing the Subordinated Debt issued pursuant to the 8 7/8% Senior Subordinated Notes Indenture, as amended, supplemented, amended and restated or otherwise modified from time to time as permitted under Section 7.2.13.

“8 7/8% Senior Subordinated Notes Indenture” means the Indenture, dated as of August 9, 2001, among KIL and KINA (as issuers), certain Restricted Subsidiaries of KIL from time to time parties thereto (as guarantors) and The Bank of New York, as trustee, as amended, supplemented, amended and restated or otherwise modified from time to time as permitted under Section 7.2.13.

“Additional Increasing Lender” is defined in Section 2.2.3.

“Administrative Agent” is defined in the preamble and includes each other Person as shall have subsequently been appointed as the successor Administrative Agent pursuant to Section 9.4.

“Affected Lender” is defined in Section 4.11.

“Affiliate” of any Person means any other Person which, directly or indirectly, controls, is controlled by or is under common control with such Person (excluding any trustee under, or any committee with responsibility for administering, any Plan).  A Person shall be deemed to be “controlled by” any other Person if such other Person possesses, directly or indirectly, power

(a)to vote 10% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managing general partners; or

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(b)to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“Affirmation and Consent” means the Affirmation and Consent, dated as of the Effective Date, among each Subsidiary Guarantor and the Administrative Agent substantially in the form of Exhibit G hereto.

“Agents” means, collectively, the Administrative Agent, the Co-Documentation Agents, the Syndication Agent and the Co-Lead Arrangers.

“Agreement” means, on any date, this Sixth Amended and Restated Revolving Credit Agreement as originally in effect on the Effective Date and as thereafter from time to time amended, supplemented, amended and restated, or otherwise modified and in effect on such date.

“Alternate Base Rate” means, on any date and with respect to all Base Rate Loans, a fluctuating rate of interest per annum equal to the higher of

(a)the rate of interest most recently established by the Administrative Agent at its Domestic Office as its base rate for Dollar loans; and

(b)the Federal Funds Rate most recently determined by the Administrative Agent, plus ½ of 1%.

The Alternate Base Rate is not necessarily intended to be the lowest rate of interest determined by the Administrative Agent in connection with extensions of credit.  Changes in the rate of interest on that portion of any Loans maintained as Base Rate Loans will take effect simultaneously with each change in the Alternate Base Rate.  The Administrative Agent will give notice promptly to KIL and the Lenders of changes in the Alternate Base Rate.

“Applicable Commitment Fee” means the per annum percentage set forth below opposite the Total Leverage Ratio set forth in the Compliance Certificate most recently delivered pursuant to this Agreement:

Total Leverage Ratio	Applicable Commitment Fee
Greater than 6.0:1	.600	%
Greater than 5.0:1 but less than or equal to 6.0:1	.500	%
Greater than 4.0:1 but less than or equal to 5.0:1	.375	%
Less than or equal to 4.0:1	.250	%

The Applicable Commitment Fee shall be effective as of the fifteenth day of each March, June, September and December (or, if such day is not a Business Day, on the next succeeding Business Day), based on the Total Leverage Ratio as of the last day of the preceding Fiscal Quarter.  If KIL shall fail to deliver a Compliance Certificate within 60 days after the end of the

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first three Fiscal Quarters of any Fiscal Year or a certificate showing the calculation of the Total Leverage Ratio within 60 days after each Fiscal Year end, all as required pursuant to clause (c) of Section 7.1.1, the Applicable Commitment Fee from and including the 61st day after the end of such Fiscal Quarter or Fiscal Year to but not including the date KIL delivers to the Administrative Agent a Compliance Certificate shall conclusively equal ..600% per annum.  Notwithstanding the foregoing, from the Effective Date until adjusted pursuant to the Compliance Certificate delivered for the Fiscal Quarter ending September 30, 2005, the Applicable Commitment Fee shall be .250% per annum.  If the calculation of the Total Leverage Ratio set forth in the Compliance Certificate for any Fiscal Year end shall differ from the calculation of the Total Leverage Ratio that was included in the certificate delivered pursuant to clause (c) of Section 7.1.1 for such Fiscal Year end, to the extent necessary, the Applicable Commitment Fee shall be adjusted as of the date of such Compliance Certificate and a retroactive adjustment shall be made for the commitment fees accrued and paid prior to such date.

“Applicable Margin” means, on any date, (i) with respect to any Base Rate Loan, the per annum percentage set forth below under the column entitled “Applicable Base Rate Margin” and (ii) with respect to any LIBO Rate Loan, the per annum percentage set forth below under the column entitled “Applicable LIBO Rate Margin”, in each case opposite the applicable Total Leverage Ratio below corresponding to the Total Leverage Ratio indicated in the Compliance Certificate most recently delivered pursuant to this Agreement.

Total Leverage Ratio	Applicable Base Rate Margin		Applicable LIBO Rate Margin
Greater than 6.0:1	1.00	%	2.000	%
Greater than 5.5:1 but less than or equal to 6.0:1	0.875	%	1.875	%
Greater than 5.0:1 but less than or equal to 5.5:1	0.750	%	1.750	%
Greater than 4.5:1 but less than or equal to 5.0:1	0.625	%	1.625	%
Greater than 4.0:1 but less than or equal to 4.5:1	0.500	%	1.500	%
Greater than 3.5:1 but less than or equal to 4.0:1	0.250	%	1.250	%
Greater than 3.0:1 but less than or equal to 3.5:1	0.000	%	1.000	%
Greater than 2.5:1 but less than or equal to 3.0:1	0.000	%	0.875	%
Less than 2.5:1	0.000	%	0.750	%

The Applicable Margin shall be effective as of the fifteenth day of each March, June, September and December (or, if such day is not a Business Day, on the next succeeding Business Day), based on the Total Leverage Ratio as of the last day of the preceding Fiscal Quarter.  If KIL shall fail to deliver a Compliance Certificate within 60 days after the end of the first three Fiscal Quarters of any Fiscal Year or a certificate showing the calculation of the Total Leverage

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Ratio within 60 days after each Fiscal Year end, all as required pursuant to clause (c) of Section 7.1.1, the Applicable Margin from and including the 61st day after the end of such Fiscal Quarter to but not including the date KIL delivers to the Administrative Agent a Compliance Certificate shall conclusively equal 1.00% per annum for Base Rate Loans or 2.00% per annum for LIBO Rate Loans.  Notwithstanding the foregoing, from the Effective Date until adjusted pursuant to the Compliance Certificate delivered for the Fiscal Quarter ending September 30, 2005, the Applicable Margin shall be 0.000% per annum for Base Rate Loans and 0.750% per annum for LIBO Rate Loans.  If the calculation of the Total Leverage Ratio set forth in the Compliance Certificate for any Fiscal Year end shall differ from the calculation of the Total Leverage Ratio that was included in the certificate delivered pursuant to clause (c) of Section 7.1.1 for such Fiscal Year end, to the extent necessary, the Applicable Margin shall be adjusted as of the date of such Compliance Certificate and a retroactive adjustment shall be made for the interest accrued and paid prior to such date.

“Approved Fund” means any fund with net assets of at least $100,000,000 that invests (in whole or in part) in commercial loans, or any other fund that invests (in whole or in part) in commercial loans and is managed by a Lender, the same investment advisor as such Lender or by an Affiliate of such Lender or investment advisor.

“Asset Sale Offer Amount” has the meaning set forth in the Existing Indentures as in effect on the Effective Date.

“Assignee Lender” is defined in Section 10.11.1.

“Atlantis, Paradise Island” means the approximately 2,300-room resort and casino located on Paradise Island, The Bahamas, including the Atlantis Phase III expansion when completed.

“Atlantis Phase III” means the expansion of Atlantis, Paradise Island comprised of an approximately 600-room, all-suite hotel being built on Paradise Island, The Bahamas.

“Authorized Officer” means, relative to any Borrower, those of its officers whose signatures and incumbency shall have been certified to the Administrative Agent and the Lenders pursuant to Section 5.1.1 and relative to any other Obligor, those Persons who shall have been authorized to act on behalf of such Obligor by such Obligor’s board of directors (or equivalent constituent body) and whose signatures and incumbency shall have been certified to the Administrative Agent and the Lenders pursuant to Section 5.1.1.

“Bahamas Property” means all the real property, improvements, fixtures and personal property now or hereafter owned by KIL or any of its Restricted Subsidiaries located on Paradise Island, The Bahamas.

“Base Rate Loan” means a Loan bearing interest at a fluctuating rate determined by reference to the Alternate Base Rate.

“Borrower” and “Borrowers” are defined in the preamble.

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“Borrower Effective Date Certificate” means the certificate executed and delivered by the Borrowers pursuant to Section 5.1.7, substantially in the form of Exhibit E hereto.

“Borrower Security Agreement” means the Second Amended and Restated Security Agreement, dated as of July 7, 2004, executed and delivered by the Borrowers pursuant to the terms of the Existing Credit Agreement, a conformed copy of which is attached as Exhibit I hereto, as amended, supplemented, amended and restated or otherwise modified from time to time.

“Borrowing” means the Loans of the same type and, in the case of LIBO Rate Loans, having the same Interest Period made by all Lenders on the same Business Day and pursuant to the same Borrowing Request in accordance with Section 2.1.

“Borrowing Request” means a loan request and certificate duly executed by an Authorized Officer of a Borrower, substantially in the form of Exhibit B-1 hereto.

“Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close, and (ii) with respect to all notices, determinations, fundings and payments in connection with any LIBO Rate loan, any day that (a) is a Business Day described in clause (i), and (b) is a day for trading by and between banks in Dollar deposits in the London interbank market.

“Capital Expenditures” means, for any period, the sum of the aggregate amount of all expenditures (including under leasing and similar arrangements) of any Person for fixed or capital assets made during such period which, in accordance with GAAP, would be classified as capital expenditures, but not including capital expenditures to restore any existing or hereafter acquired assets to the extent funded from insurance, condemnation or eminent domain proceeds delivered to KIL or its Restricted Subsidiaries.

“Capitalized Lease Liabilities” means all monetary obligations of any Person under any leasing or similar arrangement which, in accordance with GAAP, would be classified as capitalized leases, and, for purposes of this Agreement and each other Loan Document, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP, and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a material penalty.

“Cash Collateralize” means, with respect to a Letter of Credit, the deposit of immediately available funds into a cash collateral account maintained with (or on behalf of) the Administrative Agent on terms satisfactory to the Administrative Agent.

“Cash Equivalent Investment” means, at any time:

(a)any evidence of Indebtedness, maturing not more than one year after such time, issued or guaranteed by the United States Government;

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(b)commercial paper, maturing not more than nine months from the date of issue, which is issued by:

(i)a corporation (other than an Affiliate of any Obligor) organized under the laws of any state of the United States or of the District of Columbia and rated A-1 by Standard & Poor’s Corporation or P-1 by Moody’s Investors Service, Inc.; or

(ii)any Lender (or its holding company);

(c)demand or time deposits maintained with, or any certificate of deposit or bankers’ acceptance maturing not more than one year after such time which is issued by, either:

(i)a commercial banking institution that is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000; or

(ii)any Lender; or

(d)any repurchase agreement entered into with any Lender (or other commercial banking institution of the stature referred to in clause (c)(i)) which:

(i)is secured by a fully perfected security interest in any obligation of the type described in any of clauses (a) through (c); and

(ii)has a market value at the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such Lender (or other commercial banking institution) thereunder; or

(e)Money market funds:

(i)at least 95% of the assets of which constitute cash equivalents of the kind described in clauses (a) through (d); or

(ii)that (x) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (y) are rated AAA by Standard & Poor’s Corporation and Aaa by Moody’s Investors Service, Inc., and (z) have portfolio assets of at least $5,000,000,000.

“Casino Licenses” means, collectively, all licenses that are required to be granted by any applicable federal, state, local, tribal or other regulatory body, gaming board or other agency that has jurisdiction over (i) any casino now or hereafter located on Paradise Island, The Bahamas, and (ii) any other casinos otherwise owned or operated by the Borrowers or any of their respective Significant Subsidiaries or Quasi-Restricted Subsidiaries that are singly or in the aggregate of equal or greater importance to the ongoing operations of the Borrowers and their respective Significant Subsidiaries or Quasi-Restricted Subsidiaries as those casinos specified in clause (i).

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“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

“CERCLIS” means the Comprehensive Environmental Response Compensation Liability Information System List.

“Change in Control” means:

(a)any “person” or “group” (as such terms are used in Rule 13d-5 under the Exchange Act, and Sections 13(d) and 14(d) of the Exchange Act) of persons (other than the WLG Group) becomes, directly or indirectly, in a single transaction or in a related series of transactions by way of merger, consolidation, or other business combination or otherwise, the “beneficial owner” (as such term is used in Rule 13d-3 of the Exchange Act) of more than 40% of the outstanding shares of all classes of voting stock of KIL (on a fully diluted basis); or

(b)during any period of 24 consecutive months, individuals who at the beginning of such period constituted the Board of Directors of KIL (together with any new directors whose election to such Board or whose nomination for election by the stockholders of KIL was approved by the WLG Group or a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of KIL then in office; or

(c)the failure of KIL to directly own, free and clear of all Liens (other than Liens in favor of the Secured Parties) 100% of the issued and outstanding shares of capital stock of KIBL, on a fully-diluted basis.

(d)the occurrence of any “Change of Control” (or similar term) under (and as defined in) any Subordinated Note Indenture.

“Co-Lead Arrangers” is defined in the preamble.

“Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

“Collateral Documents” means each Pledge Agreement, each Security Agreement, each Mortgage, each Debenture and each other agreement delivered by an Obligor which grants to any Secured Party a security interest in or Lien on any property (real or personal) of such Obligor.

“Commitment” means, as the context may require, a Lender’s Loan Commitment or the Issuer’s (or a Lender’s) Letter of Credit Commitment or the Swingline Lender’s Swingline Commitment.

“Commitment Amount” means, prior to the Effective Date, $500,000,000, and from and after the Effective Date, $650,000,000, as such amount may be reduced from time to time pursuant to Sections 2.2.1, 2.2.2 or 4.11 or increased from time to time pursuant to Section 2.2.3,

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minus (except for purpose of calculating fees under Section 3.3.1) the aggregate principal amount of Indebtedness of the Borrowers owing to the Swingline Lender resulting from outstanding Swingline Loans.

“Commitment Termination Date” means the earliest to occur of:

(a)the Stated Maturity Date;

(b)the date on which the Commitment Amount is terminated in full or reduced to zero pursuant to Section 2.2.1; and

(c)the date on which any Commitment Termination Event occurs.

Upon the occurrence of any event described above, the Commitments shall terminate automatically and without further action.

“Commitment Termination Event” means the earliest to occur of:

(a)the occurrence of any Event of Default described in clauses (a) through (d) of Section 8.1.9; or

(b)the occurrence and continuance of any other Event of Default and either:

(i)the declaration of the Loans to be due and payable pursuant to Section 8.3; or

(ii)in the absence of such declaration, the giving of notice by the Administrative Agent, acting at the direction of the Required Lenders, to KIL that the Commitments have been terminated.

“Compliance Certificate” means a certificate duly completed and executed by an Authorized Officer of KIL, substantially in the form of Exhibit F hereto, as amended, supplemented, amended and restated or otherwise modified from time to time, together with such changes thereto as agreed to between the Administrative Agent and KIL for the purpose of monitoring KIL’s compliance with the financial covenants contained in Section 7.2.4.

“Consolidated EBITDA” means, for any period, the sum, without duplication, of the amounts for such period of (i) Net Income, (ii) Interest Expense (including amortization of financing fees and tender fees and premiums), (iii) provisions for taxes based on income, (iv) total depreciation expense, (v) total amortization expense, (vi) other non-cash items reducing Net Income to the extent the Borrowers at the time of the incurrence of such non-cash item does not reasonably expect such non-cash item to occur again within 24 months of the date of the incurrence of such non-cash item (including for the avoidance of doubt, the impairment charge incurred with respect to the Reethi Rah resort in June, 2005), (vii) pre-opening and re-opening expenses and other non-recurring expenses incurred in connection with any such pre-opening or re-opening to the extent that such expenses are incurred within 180 days after the last day of the Fiscal Quarter in which such pre-opening or re-opening occurred, (viii) non-cash expenses attributable to equity or equity-related incentive grants to directors and employees of KIL or its

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Subsidiaries as required under GAAP, (ix) up to $5,000,000 in the aggregate of severance payments incurred during the period from the Effective Date until the Stated Maturity, and (x) costs incurred and premiums paid in connection with the tender offer for the 8 7/8% Senior Subordinated Notes, less amounts included in clause (vi) above increasing Net Income, all of the foregoing as determined on a consolidated basis for KIL and its Restricted Subsidiaries in conformity with GAAP; provided, however, that the Net Income generated by the KIBL Group that will be included in clause (i) will be calculated as follows:

(a)for the first Fiscal Quarter following the official opening or re-opening of any KIBL Group operations shall equal the sum of (x) 50% of actual Net Income attributable to the KIBL Group for such Fiscal Quarter plus (y) an amount equal to the remaining 50% of such Net Income attributable the KIBL Group divided by the Historical Percentage that corresponds to such first Fiscal Quarter, the result of which is then multiplied by 75%;

(b)for the first and second Fiscal Quarters following the official opening or re-opening of any KIBL Group operations shall equal the sum of (x) 50% of actual Net Income attributable to the KIBL Group for such Fiscal Quarters plus (y) an amount equal to the remaining 50% of such Net Income attributable to the KIBL Group for such Fiscal Quarters, divided by the sum of the Historical Percentages that correspond to such two Fiscal Quarters, the result of which is then multiplied by 80%; and

(c)for the first, second and third Fiscal Quarters following the official opening or re-opening of any KIBL Group operations shall equal the sum of (x) 50% of actual Net Income attributable to the KIBL Group for such Fiscal Quarters plus (y) an amount equal to the remaining 50% of such Net Income attributable to the KIBL Group for such Fiscal Quarters, divided by the sum of the Historical Percentages that correspond to such three Fiscal Quarters, the result of which is then multiplied by 85%;

provided further, however, that the Net Income generated by other KIL Restricted Subsidiaries that have newly-opened or re-opened operations will also be seasonalized on a similar basis on terms reasonably acceptable to the Administrative Agent.

“Contingent Liability” means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable (i) by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, (ii) to otherwise assure a creditor against loss for Indebtedness of any other Person (other than by endorsements of instruments in the course of collection), or (iii) for the payment of dividends or other distributions upon the shares of any other Person.  The amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount (or maximum principal amount) of the debt, obligation or other liability guaranteed thereby.

“Continuation/Conversion Notice” means a notice of continuation or conversion and certificate duly executed by an Authorized Officer of a Borrower, substantially in the form of Exhibit C hereto.

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“Controlled Group” means all members of a controlled group of corporations and all members of a controlled group of trades or businesses (whether or not incorporated) under common control which, together with any Borrower, are treated as a single employer under Section 414(b) or 414(c) of the Code or Section 4001 of ERISA.

“Core Assets” means the Ocean Club and Atlantis, Paradise Island, and the real property upon which the Ocean Club and Atlantis, Paradise Island are located.

“Credit Extension” means, as the context may require:

(a)the making of a Loan by a Lender; or

(b)the issuance of any Letter of Credit, or the extension of any Stated Expiry Date of any existing Letter of Credit, by the Issuer and participation in such Letter of Credit by the Lenders pursuant to the terms of this Agreement.

“Credit Extension Request” means, as the context may require, any Borrowing Request or Issuance Request.

“Debentures” means the debentures set forth on Schedule II hereto, executed by each owner of the Bahamas Property constituting real property, in each case as amended, supplemented, consolidated, spread, severed, partially released, partially reconveyed, restated and otherwise modified from time to time.

“Debt” means, without duplication, (i) the aggregate outstanding principal amount of all Indebtedness of KIL and its Restricted Subsidiaries of the nature referred to in clauses (a), (b), (c), (e) and (f) of the definition of “Indebtedness”, plus (ii) all Contingent Liabilities of KIL and its Restricted Subsidiaries (including the completion guarantee for Atlantis, The Palm) in respect of any types of the Indebtedness described in clause (i) above (excluding Contingent Liabilities of KIL and its Restricted Subsidiaries with an aggregate value of up to $200,000,000); provided, however, with respect to the joint and several guarantee with Istithmar with respect to Atlantis, The Palm, the amount of such completion guarantee will only be considered to be 50% of the amount actually guaranteed, minus (iii) all cash and all Cash Equivalent Investments of KIL and its Restricted Subsidiaries (exclusive of restricted cash and restricted Cash Equivalent Investments) at any time in excess of $25,000,000.

“Default” means any Event of Default or any condition, occurrence or event which, after notice or lapse of time or both, would constitute an Event of Default.

“Defaulting Lender” means:

(a)any Lender that fails in its obligation to fund any Loan pursuant to Section 2.1 or participate in any Letter of Credit Outstandings pursuant to the terms of this Agreement and such failure continues for three consecutive Business Days; provided that the refusal of a Lender to make a Loan because it reasonably asserts in writing that a Borrower has failed to satisfy a condition precedent to borrowing contained in Article V shall not result in such Lender becoming a “Defaulting Lender”;

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(b)any Lender as to which any event of the type described in Section 8.1.9 occurs (with all references in such Section to “KIL” or “such Person” instead being to such Lender);

(c)any Lender as to which any governmental authority (including the Office of Thrift Supervision, the Federal Deposit Insurance Company, the Office of the Comptroller of Currency or the Federal Reserve Board) directly or indirectly seizes, takes possession of or undertakes, authorizes, or orders similar action with respect to, or authorizes, or orders the liquidation, dissolution, winding up, sale, transfer or other disposition of, or takes steps or institutes proceedings or otherwise proceeds to liquidate, dissolve, wind up, sell, transfer or otherwise dispose of, such Lender or all or any part of such Lender’s property or appoints or authorizes or orders the appointment of a receiver, liquidator, sequestrator, trustee, custodian, conservator or other officer or entity having similar powers over such Lender or over all or any part of such Lender’s property.

“Disbursement” is defined in Section 2.6.2.

“Disbursement Date” is defined in Section 2.6.2.

“Disclosure Schedule” means the Disclosure Schedule attached hereto as Schedule I as it may be amended, supplemented or otherwise modified from time to time by KIL with the written consent of the Required Lenders.

“Disposition” (or similar words such as “Dispose”, and any derivation thereof) is defined in Section 7.2.11.

“Dollar” and the sign “$” mean lawful money of the United States.

“Dollar Equivalent” means, on any date of determination, the equivalent in Dollars of any Foreign Currency, determined by using the quoted spot rate at which the Administrative Agent’s principal office in New York, New York offers to exchange Dollars for such Foreign Currency at the opening of business on such date.

“Domestic Office” means, relative to any Lender, the office of such Lender (or any successor or assign of such Lender) within the United States as currently on file with the Administrative Agent or designated in the Lender Assignment Agreement or as may be designated from time to time by notice from such Lender, as the case may be, to KIL and the Administrative Agent.

“Effective Date” means the date this Agreement becomes effective pursuant to Section 10.8.

“Eligible Assignee” means (A) any of the following entities: (i) a commercial bank organized under the laws of the United States or any state thereof; (ii) a savings and loan association or savings bank organized under the laws of the United States or any state thereof; (iii) a commercial bank organized under the laws of any other country or a political subdivision thereof (provided that (x) such bank is acting through a branch or agency located in the United

13

States or (y) such bank is organized under the laws of a country that is a member of the Organization for Economic Cooperation and Development or a political subdivision of such country); and (iv) any other entity which is an “accredited investor” (as defined in Regulation D under the Securities Act) which extends credit or buys loans as one of its businesses including insurance companies, mutual funds and lease financing companies or (B) a Lender, an Affiliate of a Lender or an Approved Fund; or (C) any other Person (other than a natural Person) approved by (1) the Administrative Agent, (2) the Issuer, and (3) unless an Event of Default has occurred and is continuing, Borrower (each such approval not to be unreasonably withheld or delayed); provided that no Affiliate of Borrower shall be an Eligible Assignee.

“Environmental Laws” means all applicable federal, state or local statutes, laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to public health and safety and protection of the environment.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, together with the regulations thereunder, in each case as in effect from time to time.  References to sections of ERISA also refer to any successor sections.

“Euro” means the single currency of Participating Member States of the European Union.

“Event of Default” is defined in Section 8.1.

“Exchange Act” means the Securities and Exchange Act of 1934, as amended.

“Existing Credit Agreement” is defined in the second recital.

“Existing Indentures” means the 2.375% Senior Subordinated Notes Indenture and the 6¾% Senior Subordinated Notes Indenture.

“Existing Lenders” is defined in the second recital.

“Existing Letters of Credit” is defined in the third recital.

“Existing Subordinated Notes” means (a) the 6¾% Senior Subordinated Notes and (b) the 2.375% Senior Subordinated Convertible Notes.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to:

(a)the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York; or

(b)if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the

14

Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Fee Letters” means, collectively, the confidential fee letter agreements by and among the Borrowers (or any one of them) and any Lender that is a counterparty thereto.

“Fiscal Quarter” means any quarter, ending on March 31, June 30, September 30 or December 31 of a Fiscal Year.

“Fiscal Year” means any period of twelve consecutive calendar months ending on December 31; references to a Fiscal Year with a number corresponding to any calendar year (e.g. the “2005 Fiscal Year”) refer to the Fiscal Year ending on the December 31 occurring during such calendar year.

“Foreign Currency” means Euros, Pounds Sterling and any additional currency, other than Dollars, that is freely transferable, convertible into Dollars and approved by the Administrative Agent and the Issuer (which approval shall not be unreasonably withheld or delayed).

“Foreign Currency Letter of Credit” means any Letter of Credit denominated in a Foreign Currency.

“Foreign Currency Letter of Credit Commitment Amount” means, on any date occurring before the Singapore Development Date, a maximum aggregate amount of $60,000,000 (or, if less, the then existing Commitment Amount) and at all times thereafter, a maximum aggregate amount of $80,000,000 (or, if less, the then existing Commitment Amount).

“Foreign Currency Letter of Credit Outstandings” means any Letter of Credit Outstandings in respect of Foreign Currency Letters of Credit.

“Foreign Pledge Agreement” means any supplemental pledge agreement governed by the laws of a jurisdiction other than a State of the United States executed and delivered by KIL or any of its Restricted Subsidiaries pursuant to the terms of this Agreement, in form and substance reasonably satisfactory to the Administrative Agent, as may be necessary under the laws of organization or incorporation of a Restricted Subsidiary or Person in which an equity or similar interest is to be pledged to the Administrative Agent pursuant to the terms of Section 7.1.7, to further protect or perfect the Lien on and security interest in any collateral being pledged pursuant to a Pledge Agreement.

“F.R.S. Board” means the Board of Governors of the Federal Reserve System or any successor thereto.

“Funding Date” is defined in Section 2.3.1.

“GAAP” is defined in Section 1.4.

“Governmental Authority” means the Commonwealth of The Bahamas, the United States, any state, local or municipal entity located within the foregoing, and (in each case), any

15

political subdivision thereof and any agency, department, commission, board, bureau or instrumentality of any of the foregoing or any quasi-governmental authority, now existing or hereafter created, having jurisdiction over the Bahamas Property, any Obligor or any Lender Party.

“Guarantor” means each Significant Subsidiary and each other Subsidiary of KIL (including Kerzner International Timeshare Limited) that is a guarantor of Subordinated Debt.

“Guaranty” means the Second Amended and Restated Subsidiary Guaranty, dated as of July 7, 2004, executed and delivered by an Authorized Officer of each Guarantor, a conformed copy of which is attached as Exhibit O hereto, as amended, supplemented, amended and restated or otherwise modified from time to time.

“Guaranty Supplement” means each Guaranty Supplement executed and delivered by an Authorized Officer of a Guarantor pursuant to this Agreement, as amended, supplemented, amended and restated or otherwise modified from time to time.

“Hazardous Material” means:

(a)any “hazardous substance”, as defined by CERCLA;

(b)any “hazardous waste”, as defined by the Resource Conservation and Recovery Act, as amended;

(c)any petroleum product; or

(d)any pollutant or contaminant or hazardous, dangerous or toxic chemical, material or substance within the meaning of any other applicable federal, state or local law, regulation, ordinance or requirement (including consent decrees and administrative orders) relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material, all as amended or hereafter amended.

“Hedging Obligations” means, with respect to any Person, all liabilities of such Person under currency exchange agreements, interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, and all other similar agreements or arrangements designed to protect such Person against fluctuations in interest rates or currency exchange rates.

“herein”, “hereof”, “hereto”, “hereunder” and similar terms contained in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular Section, paragraph or provision of this Agreement or such other Loan Document.

“Historical Percentage” means, for any particular Fiscal Quarter, the amount set forth opposite such Fiscal Quarter:

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first Fiscal Quarter of a Fiscal Year	0.35
second Fiscal Quarter of a Fiscal Year	0.26
third Fiscal Quarter of a Fiscal Year	0.19
fourth Fiscal Quarter of a Fiscal Year	0.20

“Impermissible Qualification” means, relative to the opinion or certification of any independent public accountant as to any financial statement of any Obligor, any qualification or exception to such opinion or certification:

(a)which is of a “going concern” or similar nature;

(b)which relates to the limited scope of examination of matters relevant to such financial statement; or

(c)which relates to the treatment or classification of any item in such financial statement and which, as a condition to its removal, would require an adjustment to such item the effect of which would be to cause a Default under Section 7.2.4.

“including” means including without limiting the generality of any description preceding such term.

“Increasing Lender” is defined in Section 2.2.3.

“Indebtedness” of any Person means, without duplication:

(a)all obligations of such Person for borrowed money (excluding trade accounts payable in the ordinary course of business which are not overdue for a period of more than 90 days or, if overdue for more than 90 days, as to which a dispute exists and adequate reserves in conformity with GAAP have been established on the books of such Person) and all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(b)all reimbursement obligations, contingent or otherwise, relative to the face amount of all letters of credit (including the Letters of Credit), whether or not drawn, and banker’s acceptances issued for the account of such Person;

(c)all obligations of such Person as lessee under leases which have been or should be, in accordance with GAAP, recorded as Capitalized Lease Liabilities (but excluding operating leases);

(d)net Hedging Obligations of such Person;

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(e)all preferred stock that must by its terms be redeemed prior to the Stated Maturity Date;

(f)whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of property or services (excluding trade accounts payable in the ordinary course of business which are not overdue for a period of more than 90 days or, if overdue for more than 90 days, as to which a dispute exists and adequate reserves in conformity with GAAP have been established on the books of such Person), and indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(g)all Contingent Liabilities of such Person in respect of any of the foregoing.

For all purposes of this Agreement, the Indebtedness of any Person shall include, without duplication, the Indebtedness of any partnership or joint venture in which such Person is both (i) a general partner or a joint venturer and (ii) automatically liable for the obligations of such partnership or joint venture.

“Indemnified Liabilities” is defined in Section 10.4.

“Indemnified Parties” is defined in Section 10.4.

“Instruments” means any contract, agreement, indenture, mortgage, financing statement, document or writing (whether by formal agreement, letter or otherwise) under which any obligation is evidenced, assumed or undertaken, or any Lien (or right or interest therein) is granted or perfected.

“Interest Coverage Ratio” means, as of the last day of any Fiscal Quarter, the ratio computed for the period consisting of such Fiscal Quarter and each of the three immediately preceding Fiscal Quarters of:

(a)Consolidated EBITDA for all such Fiscal Quarters; and

(b)the sum for all such Fiscal Quarters of Interest Expense.

“Interest Expense” means, for any period, the consolidated interest expense (as defined under GAAP) of KIL and its Restricted Subsidiaries for such period (which, for the avoidance of doubt, includes that portion attributable to Capitalized Lease Liabilities in accordance with GAAP and capitalized interest), exclusive of any amortization of fees and expenses during such period.

“Interest Period” means, relative to any LIBO Rate Loans, the period beginning on (and including) the date on which such LIBO Rate Loan is made or continued as, or converted into, a LIBO Rate Loan pursuant to Section 2.3.1 or 2.4 and shall end on (but exclude) the day which numerically corresponds to such date one, two, three or six months (or a period of nine or twelve

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months as may be requested by the Borrowers with the consent of each Lender making such Loan) thereafter (or, if such month has no numerically corresponding day, on the last Business Day of such month), as a Borrower may select in its relevant notice (if a Borrower does not so select then such Borrower shall be deemed to have selected one month) pursuant to Section 2.3 or 2.4; provided, however, that:

(a)the Borrowers shall not be permitted to select Interest Periods to be in effect at any one time which have expiration dates occurring on more than twenty different dates;

(b)if such Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next following Business Day (unless such next following Business Day is the first Business Day of a calendar month, in which case such Interest Period shall end on the Business Day next preceding such numerically corresponding day);

(c)any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month) shall, subject to clause (e) below, end on the last Business Day of the calendar month at the end of such Interest Period;

(d)no Interest period with respect to any portion of the Loans shall extend beyond the date on which a permanent reduction of the Commitment Amount is scheduled to occur unless the sum of (a) the aggregate principal amount of Loans that are Base Rate Loans plus (b) the aggregate principal amount of Loans that are LIBO Rate Loans with Interest Period expiring on or before such date plus (c) the excess of the Commitment Amount then in effect over the aggregate principal amount of Loans then outstanding equals or exceeds the permanent reduction of the Commitment Amount that is scheduled to occur on such date; and

(e)no Interest Period may end later than the Stated Maturity Date.

“Investment” means, relative to any Person:

(a)any loan or advance made by such Person to any other Person (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business);

(b)any Contingent Liability of such Person or letter of credit issued for the account of such Person, in either case, with respect to any monetary liability of any other Person; and

(c)any purchase or acquisition of any stock, obligations or securities of, or any other equity interest in, or any capital contribution to, any other Person.

The amount of any Investment shall be the original principal or capital amount thereof less all returns of principal or equity thereon (and without adjustment by reason of the financial

19

condition of such other Person) and shall, if made by the transfer or exchange of property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value of such property.

“Issuance Request” means a Letter of Credit request and certificate duly executed by an Authorized Officer of a Borrower, substantially in the form of Exhibit B-2 hereto.

“Issuer” means JPMCB (including with respect to the Existing Letters of Credit), in its capacity as the issuer of the Letters of Credit, or another Lender, as requested from time to time by a Borrower with the consent of the Administrative Agent, such consent not to be unreasonably withheld or delayed.

“JPMCB” is defined in the preamble.

“KIBL” is defined in the preamble.

“KIBL Group” means, collectively KIBL and each of its Restricted Subsidiaries existing on the Effective Date, and Kerzner International Resorts, Inc., a Florida corporation and each of its Restricted Subsidiaries existing on the Effective Date.

“KIBL Pledge Agreement” means the Second Amended and Restated Pledge Agreement, dated as of July 7, 2004, executed and delivered by KIBL pursuant to the terms of the Existing Credit Agreement, a conformed copy of which is attached as Exhibit K hereto, as amended, supplemented, amended and restated or otherwise modified from time to time.

“KIL” is defined in the preamble.

“KIL Pledge Agreement” means the Second Amended and Restated Pledge Agreement, dated as of July 7, 2004, executed and delivered by KIL pursuant to the terms of the Existing Credit Agreement, a conformed copy of which is attached as Exhibit L hereto, as amended, supplemented, amended and restated or otherwise modified from time to time.

“KINA” is defined in the preamble.

“KINA Pledge Agreement” means the Second Amended and Restated Pledge Agreement, dated as of July 7, 2004, executed and delivered by KINA pursuant to the terms of the Existing Credit Agreement, a conformed copy of which is attached as Exhibit M hereto, as amended, supplemented, amended and restated or otherwise modified from time to time.

“Legal Requirements” with respect to any Person or property, means all laws, statutes, codes, acts, ordinances, permits, licenses, authorizations, directions and requirements of all Governmental Authorities, departments, commissions, boards, courts, authorities, agencies, officials and officers, and any material deed restrictions or other requirements of record, applicable to such Person or such property, or any portion thereof or interest therein or any use or condition of such property or any portion thereof or interest therein (including those relating to zoning, planning, subdivision, building, safety, health, use, environmental quality and other similar matters).

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“Lender Assignment Agreement” means a Lender Assignment Agreement, substantially in the form of Exhibit D hereto.

“Lender Parties” means, collectively, each Agent, the Issuer, the Swingline Lender and each Lender (and including, for purposes of the Rate Protection Agreements, any Affiliate of any Lender that is a counterparty to such Rate Protection Agreement), and their respective successors, transferees and assigns.

“Lenders” is defined in the preamble.

“Letter of Credit” is defined in Section 2.1.3.

“Letter of Credit Commitment” means as to the Issuer, the Issuer’s obligation to issue Letters of Credit pursuant to Section 2.1.3 and, with respect to each Lender, the obligations of such Lender to participate in such Letters of Credit pursuant to Section 2.6.1.

“Letter of Credit Commitment Amount” means, on any date occurring before the Singapore Development Date, a maximum aggregate amount of $75,000,000 (or, if less, the then existing Commitment Amount) and at all times thereafter, a maximum aggregate amount of $150,000,000 (or, if less, the then existing Commitment Amount).

“Letter of Credit Outstandings” means, on any date, an amount equal to the sum of:

(a)the then aggregate amount which is undrawn and available under all issued and outstanding Letters of Credit (after converting the aggregate Stated Amounts of all Foreign Currency Letters of Credit to the Dollar Equivalents thereof);

plus

(b)the then aggregate amount of all unpaid and outstanding Reimbursement Obligations (after converting the aggregate Reimbursement Obligations with respect to Disbursements made in a Foreign Currency to the Dollar Equivalents thereof) in respect of such Letters of Credit.

“LIBO Rate” means, relative to any Interest Period for LIBO Rate Loans, the rate of interest equal to (a) the rate of interest that appears on page 3750 of the Dow Jones Telerate Screen as at or about 11:00 a.m. (New York Time) two Business Days prior to the beginning of such Interest Period or (b) if such a rate does not appear on page 3750 of the Dow Jones Telerate screen, the average (rounded upwards, if necessary, to the nearest 1/100 of 1%) of the rates per annum at which Dollar deposits in immediately available funds are offered to the Administrative Agent in the interbank market as at or about 11:00 a.m. (New York time) two Business Days prior to the beginning of such Interest Period and for a period approximately equal to such Interest Period.

“LIBO Rate Loan” means a Loan bearing interest, at all times during an Interest Period applicable to such Loan, at a fixed rate of interest determined by reference to the LIBO Rate (Reserve Adjusted).

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“LIBO Rate (Reserve Adjusted)” means, relative to any Loan to be made, continued or maintained as, or converted into, a LIBO Rate Loan for any Interest Period, a rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined pursuant to the following formula:

LIBO Rate	=	LIBO Rate
(Reserve Adjusted)		1.00 - LIBOR Reserve Percentage

The LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate Loans will be determined by the Administrative Agent on the basis of the LIBOR Reserve Percentage in effect on, and the applicable rates furnished to and received by the Administrative Agent, two Business Days before the first day of such Interest Period.

“LIBOR Office” means, relative to any Lender, the office of such Lender as currently on file with the Administrative Agent or designated in the Lender Assignment Agreement or such other office of a Lender as designated from time to time by notice from such Lender to KIL and the Administrative Agent, whether or not outside the United States, which shall be making or maintaining LIBO Rate Loans of such Lender hereunder.

“LIBOR Reserve Percentage” means, relative to any Interest Period for LIBO Rate Loans, the reserve percentage (expressed as a decimal) equal to the maximum aggregate reserve requirements (including all basic, emergency, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements) specified under regulations issued from time to time by the F.R.S. Board and then applicable to assets or liabilities consisting of and including “Eurocurrency Liabilities”, as currently defined in Regulation D of the F.R.S. Board, having a term approximately equal or comparable to such Interest Period.

“Lien” means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise) or charge against or interest in property to secure payment of a debt or performance of an obligation.

“Loan” means, as the context may require, the Loans referred to in Section 2.1.1 and the Swingline Loans referred to in Section 2.1.2, relative to such Lender, and of any type made hereunder.

“Loan Commitment” means, relative to any Lender, such Lender’s obligation to make Loans pursuant to Section 2.1.1.

“Loan Document” means this Agreement, the Notes, the Letters of Credit, each Collateral Document, the Affirmation and Consent, each Guaranty, each Borrowing Request, each Issuance Request, each Fee Letter, each Rate Protection Agreement and each other agreement, document or instrument delivered in connection herewith or therewith.

“Material Adverse Effect” means any material adverse effect on (i) the business, operations, properties or condition (financial or otherwise) of KIL and its Restricted Subsidiaries taken as a whole, (ii) the ability of an Obligor to consummate the transactions contemplated

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hereby to occur on the Effective Date, (iii) the ability of an Obligor to perform its obligations under this Agreement and the other Loan Documents or (iv) the rights and remedies, taken as a whole, of the Administrative Agent and the Lenders under this Agreement and the other Loan Documents.

“Mortgage” means each mortgage, deed of trust or agreement executed and delivered by a Borrower or any other Obligor in favor of the Administrative Agent for the benefit of the Secured Parties pursuant to the requirements of this Agreement or the Existing Credit Agreement, in each case as amended, supplemented, amended and restated or otherwise modified.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Equity Proceeds” means with respect to the sale or issuance by KIL to any Person of any stock or other equity interests, warrants or options or the exercise of any such warrants or options in respect thereof, the excess of:

(a)the gross proceeds received by KIL from such sale, issuance or exercise;

over

(b)the sum of (i) all underwriting, broker and out-of-pocket fees and expenses paid by KIL to other than an Affiliate of KIL; and (ii) all taxes actually paid or estimated by KIL to be payable in cash within the next 12 months in connection with such sale, exercise or issuance; provided that, if the amount of any estimated taxes pursuant to clause (ii) materially exceeds the amount of taxes actually required to be paid in cash in respect of such sale, exercise or issuance, the aggregate amount of such excess shall then constitute Net Equity Proceeds.

“Net Income” means, for any period, the aggregate of all amounts (exclusive of extraordinary gains and extraordinary losses (it being understood that all income or loss attributable to the development, sale or other Disposition of residential lots, homes, time-shares or condominiums on Paradise Island or from the development, sale or other Disposition of other real property (excluding in all cases sales or other Dispositions of Core Assets) shall be included in the calculation of Net Income)) which, in accordance with GAAP, would be included as net income on the most recently available consolidated financial statements of KIL for such period; provided that Net Income shall not include the net income (or loss) of any Person, in which KIL or any of its Subsidiaries has an interest that is not a Restricted Subsidiary, except that the amount of any dividends or distributions actually paid in cash to KIL or any of its Restricted Subsidiaries during such period shall be included in Net Income (even if the amount of such cash dividends or distributions received exceed KIL’s allocated portion of such Person’s earnings under GAAP).

“Note” means a promissory note of a Borrower payable to any Lender, substantially in the form of Exhibit A-1 hereto (as such promissory note may be amended, endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness of such Borrower to such Lender resulting from outstanding Loans, and also means all other promissory notes accepted

23

from time to time in substitution therefor or renewal thereof.  The term “Note” shall include the Swingline Note.

“Obligations” means all present or future obligations (monetary or otherwise, absolute or contingent) of the Borrowers and each other Obligor arising under or in connection with this Agreement and each other Loan Document.

“Obligor” means the Borrowers, the Guarantors or any other Restricted Subsidiaries of KIL obligated under any Loan Document.

“Ocean Club” means the Ocean Club located on Paradise Island, The Bahamas.

“Omnibus Termination Agreement” means the Amended and Restated Omnibus Termination Agreement, dated January 1, 2001, among KIL and the other parties thereto, as amended, supplemented, amended and restated or otherwise modified from time to time as permitted under Section 7.2.12.

“Ordinary Shares” means the ordinary shares of common stock of KIL, par value $0.001 per share.

“Organic Document” means, as applicable and relative to any Obligor, its certificate of incorporation, its by-laws, its articles of incorporation, its memorandum of association, its certificate of partnership, its partnership agreement, and all shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized shares of capital stock.

“Participant” is defined in Section 10.11.1.

“Participating Member State” means each state so described in any legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency (whether known as the euro or otherwise), being in part the implementation of the third stage of economic and monetary union as contemplated in the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on February 7, 1992, and came into force on November 1, 1993), as amended from time to time.

“PBGC” means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

“Pension Plan” means a “pension plan”, as such term is defined in section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a multiemployer plan as defined in section 4001(a)(3) of ERISA), and to which any Borrower or any corporation, trade or business that is, along with any Borrower, a member of a Controlled Group, has liability or any potential liability by reason of having been a substantial employer within the meaning of section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under section 4069 of ERISA.

“Percentage” means, relative to any Lender, the applicable percentage set forth opposite its name on Schedule IV hereto under the “Commitment” column (which Percentages give effect

24

to the inclusion of a Lender on the Effective Date that was not an Existing Lender), as such percentage may be adjusted from time to time pursuant to (a) Section 2.2.3, (b) Lender Assignment Agreement(s) executed by such Lender and its Assignee Lender(s) and delivered pursuant to Section 10.11.1 or (c) Section 4.11.

“Permitted Encumbrances” means the exceptions to title (i) to the Bahamas Property that are listed in Schedule B of the title insurance policy issued as of August 12, 1997 by the Title Insurer of such property, and (ii) that are permitted by Section 7.2.3.

“Person” means any natural person, corporation, partnership, firm, association, trust, government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity.

“Plan” means any Pension Plan or Welfare Plan.

“Plans and Specifications” means the detailed plans and specifications, and related construction budget, relating to the Atlantis Phase III.

“Pledge Agreement” means, as the context may require, the KIL Pledge Agreement, the KIBL Pledge Agreement, the KINA Pledge Agreement and the Subsidiary Pledge Agreement.

“Pounds Sterling” means the lawful currency of the United Kingdom of Great Britain and Northern Ireland.

“Quarterly Payment Date” means the last day of each February, May, August, and November or, if any such day is not a Business Day, the next succeeding Business Day.

“Quasi-Restricted Subsidiary” means any Restricted Subsidiary of KIL that is designated by a resolution of the Board of Directors of KIL as a Quasi-Restricted Subsidiary and (a) has no Indebtedness for borrowed money (or Contingent Liabilities for borrowed money) other than intercompany Indebtedness and (b) is not otherwise permitted to guarantee the Obligations pursuant to, or in conformity with, a requirement of any Governmental Authority (which includes any conditionality for the awarding of a gaming license) or an arms-length contract.  The Board of Directors of KIL may at any time designate a Quasi-Restricted Subsidiary to no longer be a Quasi-Restricted Subsidiary at which time, if such former Quasi-Restricted Subsidiary is a Significant Subsidiary it will promptly comply with Section 7.1.7.

“Rate Protection Agreement” means, collectively, any interest rate or currency swap, cap, collar, forward, futures contract or similar agreement entered into by KIL or any of its Restricted Subsidiaries under which the counterparty to such agreement is (or at the time such Rate Protection Agreement was entered into, was) a Lender or an Affiliate of a Lender.

“Register” is defined in Section 2.9.

“Reimbursement Obligation” is defined in Section 2.6.3.

“Release” means a “release”, as such term is defined in CERCLA.

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“Relinquishment Agreement” means the Relinquishment Agreement, dated February 7, 1998, between the Mohegan Tribal Gaming Authority and TCA, as amended, supplemented, amended and restated or otherwise modified from time to time as permitted under Section 7.2.12.

“Required Lenders” means, at any time, Lenders holding more than 50% of the then aggregate outstanding principal amount of all Loans, Letters of Credit Outstandings and the unfunded portion of the Commitments.

“Reset Date” is defined in Section 2.7.

“Resource Conservation and Recovery Act” means the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., as in effect from time to time.

“Restricted Payment” means, with respect to KIL and the Restricted Subsidiaries:

(a)the declaration, payment or making of any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of KIL or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of KIL (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or split-ups or reclassifications of its stock into additional or other shares of its common stock); or

(b)the application by KIL or any Restricted Subsidiary of any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or the purchase or making by any Restricted Subsidiary of any deposit in respect of, or the redemption by such Restricted Subsidiary of, any shares of any class of capital stock (now or hereafter outstanding) of KIL, or any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of KIL; provided, however, that the exercise of options, warrants or similar instruments on a cashless basis by way of partial redemptions of the newly-issued shares (or other structures with substantially the same economic effect) shall not be included as Restricted Payments hereunder.

“Restricted Subsidiary” means each Subsidiary of KIL that is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.

“SEC” means the Securities and Exchange Commission.

“Secured Parties” means, collectively, (i) the Lender Parties and (ii) each Person that is a counterparty to one or more Rate Protection Agreements.

“Security Agreement” means, as the context may require, the Borrower Security Agreement or the Subsidiary Security Agreement.

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“Section 4.6(c) Certificate” is defined in clause (c) of Section 4.6.

“Senior Funded Debt” means, with respect to KIL and its Restricted Subsidiaries as of any time, Debt outstanding at such time less the amount of Subordinated Debt then outstanding.

“Senior Leverage Ratio” means, as of the last day of any Fiscal Quarter, the ratio of (a) Senior Funded Debt outstanding as of the last day of such Fiscal Quarter to (b) Consolidated EBITDA for the four Fiscal Quarter period then ended; provided, that in calculating Consolidated EBITDA for such period, any acquisitions or Dispositions (in each case, in excess of $5,000,000) during such period shall have been deemed to have occurred on the first day of such four Fiscal Quarter period.

“Significant Subsidiary” means, at any date of determination, Kerzner International Development Limited and any Restricted Subsidiary of KIL (other than KIBL and KINA) that, together with its Restricted Subsidiaries, (i) for the most recent Fiscal Quarter of KIL accounted for (or, in the case of any Restricted Subsidiary that is acquired following the Effective Date, would have accounted for) more than 5% of the Consolidated EBITDA of KIL and its Restricted Subsidiaries during such Fiscal Quarter or (ii) as of the end of the most recent Fiscal Quarter of KIL was the owner of (or, in the case of any Restricted Subsidiary that is acquired following the Effective Date, would have been the owner of) more than 5% of the consolidated assets of KIL and its Restricted Subsidiaries at the end of such Fiscal Quarter, all as set forth on the most recently available consolidated financial statements of KIL for such Fiscal Quarter; provided, however, that notwithstanding the foregoing, in no event shall (A) One & Only (Indian Ocean) Management Limited, (B) any Quasi-Restricted Subsidiary nor (C) any other Person that is required to be consolidated with any Borrower or any Subsidiary thereof solely as a result of the application of FIN 46R, be deemed to be a Significant Subsidiary.

“Singapore Development Date” means the date on which the Administrative Agent receives a notice from KIL certifying that the Borrowers or their Affiliates have been (a) awarded a gaming license in Singapore or (b) been notified by the applicable Governmental Authority that such Borrower or Affiliate is required to provide financial support (whether in the form of a letter of credit or otherwise) with respect to any award (or potential award) of such a gaming license.

“Solvency Certificate” means the solvency certificate substantially in the form of Exhibit H attached hereto.

“Stated Amount” of each Letter of Credit means the total amount available to be drawn under such Letter of Credit upon the issuance thereof.

“Stated Expiry Date” is defined in Section 2.6.

“Stated Maturity Date” means December 31, 2010.

“Subordinated Debt” means, collectively, (i) the Indebtedness evidenced by the Existing Subordinated Notes and all other unsecured subordinated Indebtedness and unsecured senior subordinated Indebtedness of KIL or a Restricted Subsidiary that is outstanding on the date

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hereof and (ii) all unsecured subordinated Indebtedness and unsecured senior subordinated Indebtedness of KIL or a Restricted Subsidiary incurred under the terms of any Subordinated Note Indenture and evidenced by Subordinated Notes and which matures on a date that is at least one year after the Stated Maturity Date.

“Subordinated Debt Issuer” means KINA, KIL and (if and when applicable), each other Guarantor that may after the date hereof incur or issue any Subordinated Debt.

“Subordinated Note Indenture” means, collectively, (i) the Existing Indentures and (ii) each other Indenture, note purchase agreement or other agreement evidencing the terms or agreements relating to Subordinated Debt, if any, to be executed and delivered by KIL or a wholly-owned Restricted Subsidiary in connection with the incurrence by KIL or a wholly-owned Restricted Subsidiary of Subordinated Debt containing covenants and events of default relating to such Subordinated Debt which are no more restrictive in any material respect on KIL or such wholly-owned Restricted Subsidiary, as the case may be, than the comparable provisions of the Existing Indentures and containing subordination provisions relating to such Subordinated Debt which are no less favorable in any material respect to the Lenders than those contained in the Existing Indentures, as each such Subordinated Note Indenture may be amended, supplemented, amended and restated or otherwise modified in accordance with the terms of Section 7.2.13.

“Subordinated Noteholder” means, at any time, any holder of a Subordinated Note.

“Subordinated Notes” means, collectively, (i) the Existing Subordinated Notes and (ii) any other subordinated notes, if any, issued pursuant to a Subordinated Note Indenture, as such Subordinated Notes may be amended, supplemented or otherwise modified from time to time in accordance with Section 7.2.13.

“Subordination Agreement” means a Subordination Agreement executed and delivered to the Administrative Agent pursuant to clause (b) of Section 7.2.2 by a Borrower and any Restricted Subsidiary of KIL that makes a loan to a Borrower, in a form reasonably satisfactory to the Administrative Agent.

“Subordination Provisions” is defined in Section 8.1.15.

“Subsidiary” means, with respect to any Person, any corporation, partnership or other entity (whether now or hereafter acquired or existing) of which more than 50% of the outstanding capital stock, partnership interests or similar interests having ordinary voting power (irrespective of whether at the time capital stock or interests of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person.

“Subsidiary Pledge Agreement” means the Second Amended and Restated Subsidiary Pledge Agreement, dated as of July 7, 2004, executed and delivered by each Significant Subsidiary of KIL pursuant to the terms of the Existing Credit Agreement, a conformed copy of

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which is attached as Exhibit M hereto, as amended, supplemented, amended and restated or otherwise modified from time to time.

“Subsidiary Security Agreement” means the Second Amended and Restated Security Agreement, dated as of July 7, 2004, executed and delivered by each Significant Subsidiary of KIL pursuant to the terms of the Existing Credit Agreement, a conformed copy of which is attached as Exhibit J hereto, as amended, supplemented, amended and restated or otherwise modified from time to time.

“Swingline Commitment” is defined in Section 2.1.2.

“Swingline Lender” means JPMCB, and its successors and assigns.

“Swingline Note” means a promissory note of the Borrowers payable to the Swingline Lender in the form of Exhibit A-2 hereto (as such promissory note may be amended, endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness of the Borrowers to the Swingline Lender resulting from outstanding Swingline Loans, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

“Swingline Loan” means each Loan made by the Swingline Lender pursuant to the Swingline Commitment.

“Swingline Loan Commitment Amount” means, on any date, $30,000,000, as such amount may be reduced from time to time pursuant to Section 2.2.

“Syndication Agent” is defined in the preamble.

“Taxes” is defined in Section 4.6.

“TCA” means Trading Cove Associates, a Connecticut general partnership.

“Term Loan Commitment” is defined in clause (a) of Section 2.2.3.

“Title Insurer” means any Person that issues a title insurance policy on any real property on which a Mortgage or a Debenture is placed.

“Total Leverage Ratio” means, as of the last day of any Fiscal Quarter, the ratio of (a) Debt outstanding on the last day of such Fiscal Quarter to (b) Consolidated EBITDA for the four Fiscal Quarter period then ended; provided, that in calculating Consolidated EBITDA for such period, any acquisitions or Dispositions (in each case, in excess of $5,000,000) during such period shall have been deemed to have occurred on the first day of such four Fiscal Quarter period.

“type” means, relative to any Loan, the portion thereof, if any, being maintained as a Base Rate Loan or a LIBO Rate Loan.

“United States” or “U.S.” means the United States of America, its fifty States and the District of Columbia.

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“Unrestricted Subsidiary” means any Subsidiary of KIL that is designated by a resolution of the Board of Directors of KIL as an Unrestricted Subsidiary and any of its Subsidiaries.  The Board of Directors of KIL may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of KIL of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if no Default would be in existence immediately following such designation as a result thereof.

“Welfare Plan” means a “welfare plan”, as such term is defined in section 3(1) of ERISA.

“wholly owned” means, with respect to any Subsidiary, any Restricted Subsidiary all of the outstanding Capital Securities of which (other than any director’s qualifying shares or investments by foreign nationals mandated by applicable laws) are owned directly or indirectly by KIL.

“WLG Group” means World Leisure Group Limited, a British Virgin Islands corporation, and its Affiliates.

SECTION 1.2.  Use of Defined Terms.  Unless otherwise defined or the context otherwise requires, terms for which meanings are provided in this Agreement shall have such meanings when used in the Disclosure Schedule and in each Note, Borrowing Request, Issuance Request, Continuation/Conversion Notice, Loan Document, notice and other communication delivered from time to time in connection with this Agreement or any other Loan Document.

SECTION 1.3.  Cross-References.  Unless otherwise specified, references in this Agreement and in each other Loan Document to any Article or Section are references to such Article or Section of this Agreement or such other Loan Document, as the case may be, and, unless otherwise specified, references in any Article, Section or definition to any clause are references to such clause of such Article, Section or definition.

SECTION 1.4.  Accounting and Financial Determinations.  Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared in accordance with, those U.S. generally accepted accounting principles (“GAAP”) applied in the preparation of the financial statements referred to in Section 6.5.  If any preparation in the financial statements referred to in Section 6.5 or Section 7.1.1 hereafter occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions) result in a change in any results, amounts, calculations, ratios, standards or terms found in this Agreement from those which would be derived or be applicable absent such changes, KIL may reflect such changes in the financial statements required to be delivered pursuant to Section 7.1.1, but calculations of financial covenants shall be made without giving effect to any such changes.  Upon the request of KIL or any Lender the parties hereto agree to enter into negotiations in order to amend the financial covenants and other terms of this Agreement if there occur any changes in GAAP that have a material effect on the financial statements of the KIL, so as to equitably

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reflect such changes with the desired result that the criteria for evaluating KIL’s financial condition and such other terms shall be the same in all material respects after such changes as if the changes had not been made.  Notwithstanding anything herein to the contrary, the Borrowers’ accounting determinations, calculations and computations hereunder (including under Section 7.2.4) shall be made without giving effect to Financial Accounting Standards Board (FASB) Interpretation No. (FIN) 46R (“Consolidation of Variable Interest Entities”), which is an Interpretation of Accounting Research Bulletin No. 51.

ARTICLE II

COMMITMENTS, BORROWING PROCEDURES,
NOTES AND LETTERS OF CREDIT

SECTION 2.1.  Amendment and Restatement; Commitments.  The Borrowers (subject to the terms of this Agreement) and the Lenders (including certain Existing Lenders), the Administrative Agent, the Swingline Lender and the Issuer hereby agree that the Existing Credit Agreement is hereby amended and restated in its entirety to become effective and binding on the Borrowers and the Lenders (including certain Existing Lenders), the Administrative Agent and the Issuer pursuant to the terms of this Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety to read as set forth in this Agreement; and the commitments which certain Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced to the Borrowers upon the amended and restated terms and conditions contained in this Agreement with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (which shall hereafter have no further effect upon the parties thereto, other than for accrued fees and expenses, and indemnification provisions, accrued and owing under the terms of the Existing Credit Agreement, on or prior to the date hereof or arising (in the case of an indemnification) under the terms of the Existing Credit Agreement); provided that the Existing Letters of Credit shall continue unamended and in full force and effect as Letters of Credit hereunder.  In furtherance of the foregoing, on the terms and subject to the conditions of this Agreement (including Article V):

(a)each Lender severally agrees to make Loans pursuant to the Commitments described in Section 2.1.1; and

(b)the Issuer agrees that it will issue Letters of Credit pursuant to Section 2.1.3, and each Lender severally agrees that it will participate in such Letters of Credit in accordance with Section 2.6.1.

SECTION 2.1.1.  Commitment of Each Lender.  From time to time on any Business Day occurring prior to the Commitment Termination Date, each Lender will, subject to the terms of this Agreement, make Loans to a Borrower equal to such Lender’s Percentage of the aggregate amount of the Borrowing requested by such Borrower to be made on such day.  The commitment of each Lender described in this Section 2.1.1 is herein referred to as its “Commitment”.  On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Loans.

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SECTION 2.1.2.  Swingline Loan Commitment.  From time to time on any Business Day occurring before the Commitment Termination Date, the Swingline Lender will make Swingline Loans to the Borrowers equal to the amount of Swingline Loans requested by the Borrowers to be made on such day.  The commitment of the Swingline Lender described in this Section 2.1.2 is herein referred to as its “Swingline Commitment.”  On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, repay and reborrow Swingline Loans.

SECTION 2.1.3.  Letter of Credit Commitment.  From time to time on any Business Day occurring prior to the Commitment Termination Date, the Issuer will, subject to the terms of this Agreement:

(a)issue one or more letters of credit (a “Letter of Credit”) for the account of a Borrower or a Guarantor in the Stated Amount requested by KIL on such day; or

(b)extend the Stated Expiry Date of an existing Letter of Credit previously issued hereunder (or under the Existing Credit Agreement) to a date not later than the earlier of (x) the Commitment Termination Date and (y) one year from the date of such extension.

SECTION 2.1.4.  Lenders Not Permitted or Required to Make Loans.  No Lender shall be permitted or required to make any Loan if, after giving effect thereto, such Lender’s Percentage of all Loans and Letter of Credit Outstandings would exceed such Lender’s Percentage of the Commitment Amount or if the aggregate outstanding principal amount of all Loans and Letter of Credit Outstandings of all Lenders would exceed the Commitment Amount.  The Swingline Lender shall not be permitted or required to make any Swingline Loan if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swingline Loans would exceed the Swingline Loan Commitment Amount, or (ii) the aggregate outstanding principal amount of all Swingline Loans and all other Loans together with the Letter of Credit Outstandings of all Lenders would exceed the Commitment Amount.

SECTION 2.1.5.  Issuer Not Permitted or Required to Issue Letters of Credit.  The Issuer shall not be permitted or required to issue any Letter of Credit if, after giving effect thereto:

(a)the aggregate amount of all Letter of Credit Outstandings would exceed the Letter of Credit Commitment Amount; or

(b)the sum of the aggregate amount of all Letter of Credit Outstandings plus the aggregate principal amount of all Loans then outstanding would exceed the Commitment Amount then in effect.

SECTION 2.2.  Reduction/Increase of Commitment Amount.  The Commitment Amount is subject to (i) reduction from time to time pursuant to Sections 2.2.1 and 2.2.2 and (ii) increase from time to time pursuant to Section 2.2.3.

SECTION 2.2.1.  Optional Reduction.  KIL may, from time to time on any Business Day, voluntarily reduce the Commitment Amount and such voluntary Commitment reductions shall be binding on all Borrowers; provided, however, that all such reductions shall require at least three

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Business Days’ prior notice to the Administrative Agent and be permanent, and any partial reduction of the Commitment Amount shall be in a minimum amount of $1,000,000 and in an integral multiple of $1,000,000.  All voluntary reductions of the Commitment Amount below $30,000,000 shall also reduce the Swingline Loan Commitment.

SECTION 2.2.2.  Mandatory Reduction.  The Commitment Amount shall be automatically and permanently reduced on the date that is 300 days following the occurrence of an Asset Sale by the amount of the Net Cash Proceeds (as such terms are defined in the Existing Indentures), if any, that would be required to be applied as the Asset Sale Offer Amount under the terms of the Existing Indentures.  All reductions of the Commitment Amount below $30,000,000 shall also reduce the Swingline Loan Commitment.

SECTION 2.2.3.  Optional Increase.  (a)  Provided that no Default then exists, the Borrowers may on any Business Day prior to the Commitment Termination Date, request from time to time in writing that the then effective Commitment Amount be increased or one or more term loan commitments (a “Term Loan Commitment”) be created in an aggregate principal amount not to exceed $250,000,000.  Any request under this Section to increase the Commitment Amount or create a Term Loan Commitment shall be submitted by the Borrowers to the Administrative Agent, specify the proposed effective date (which date shall be not less than 5 days after the date of such request) and specify the amount of such increase (which shall be in integral multiples of $1,000,000).  No Lender shall have any obligation, express or implied, to offer to increase its Commitment or offer a Term Loan Commitment.  Only the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and those Lenders agreeing to increase their Commitments (the “Increasing Lenders”) shall be required for an increase in the Commitment Amount pursuant to this Section.

(b)The Borrowers may accept some or all of the offered amounts from the then-current Lenders or designate new lenders which qualify as Eligible Assignees and are reasonably acceptable to the Administrative Agent and, in the case of an increase in the Commitment Amount, the Issuer, as additional Lenders hereunder (each, an “Additional Increasing Lender”), which Additional Increasing Lenders may assume all or a portion of the increase in the applicable Commitment Amount or Term Loan Commitment.  The Administrative Agent and KIL shall have discretion to adjust the allocation of the increased Commitment Amount or Term Loan Commitment among Increasing Lenders and Additional Increasing Lenders.  Each Additional Increasing Lender shall become an additional party hereto as an Additional Increasing Lender concurrently with the effectiveness of the proposed increase in the applicable Commitment Amount or Term Loan Commitment upon its execution of an instrument of joinder to this Agreement which is in form and substance reasonably acceptable to the Administrative Agent and which, in any event, contains the representations, warranties, indemnities and other protections afforded herein to the Administrative Agent and the other Lenders.

(c)Subject to the foregoing, any increase requested by KIL shall be effective as of the date proposed by KIL and shall be in the principal amount equal to (i) the amount which Increasing Lenders are willing to assume as increases to the amount of their Commitments plus (ii) the amount offered by any Additional Increasing Lenders.  Upon the effectiveness of any such increase, if requested by the applicable Lender, the Borrowers shall issue replacement Notes to each Increasing Lender and new Notes to each Additional Increasing Lender, and the

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applicable Percentages of each Lender will be adjusted to give effect to the increase in the applicable Commitment Amount.  To the extent that the adjustment of Percentages results in loss or expenses to any Lender as a result of the prepayment of any LIBO Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto, the Borrowers shall be responsible for such loss or expenses pursuant to Section 4.4.

(d)If and to the extent that any Lenders and/or other lenders agree, in their sole discretion, to provide any Term Loan Commitment, the Administrative Agent is hereby authorized, without obtaining any further consents of the Lenders, to enter into any amendments or supplements (including an amendment and restatement of the Agreement) with the Borrowers to this and any other Loan Document to the extent necessary to implement the creation of a Term Loan Commitment and make term loans hereunder and the Borrowers shall execute and deliver any additional Notes, other amendments or modifications to any Loan Document, and any other certificates, consents or legal opinions as the Administrative Agent may reasonably request and to the extent necessary to implement the same; provided that the Term Loans will (i) otherwise be subject to the terms and conditions of this Agreement, (ii) be treated as pari passu Obligations under the Loan Documents securing the obligations and (iii) mature on or after Stated Maturity Date.

SECTION 2.3.  Borrowing Procedure.

SECTION 2.3.1.  Revolving Loans.  By delivering a Borrowing Request to the Administrative Agent on or before 1:00 p.m., New York time, on a Business Day, a Borrower may from time to time irrevocably request, on not less than one, in the case of Base Rate Loans, or three, in the case of LIBO Rate Loans, nor (in either case), more than five Business Days’ notice, that a Borrowing be made in a minimum amount of $1,000,000 and an integral multiple of $1,000,000, or in the unused amount of the Commitments.  On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such Borrowing Request (the “Funding Date”).  On or before 11:00 a.m., New York time, on such Funding Date, each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s Percentage of the requested Borrowing.  Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders.  Unless the Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Funding Date and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the Borrowers a corresponding amount on such Funding Date.  If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Rate.  If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefore, the Administrative Agent shall promptly notify the Borrowers and the

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Borrowers shall within five Business Days of receipt of such notice pay such corresponding amount to the Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans.  Nothing in this Section shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that the Borrowers may have against any Lender as a result of any default by such Lender hereunder.  No Lender’s obligation to make any Loan shall be affected by any other Lender’s failure to make any Loan.

SECTION 2.3.2.  Swingline Loans.  By delivering a telephonic notice to the Swingline Lender (which notice shall promptly be confirmed by telecopy to the Swingline Lender and to the Administrative Agent) on or before 1:00 p.m., New York time, on a Business Day, a Borrower may from time to time irrevocably request that a Borrowing of Swingline Loans be made by 3:00 p.m., New York time, on the same day such Borrowing is requested, in a minimum amount of $1,000,000 and in $1,000,000 integral multiples thereof, or in the unused amount of the Swingline Loan Commitment Amount.  On the terms and subject to the conditions of this Agreement, each such Borrowing shall be comprised of Base Rate Loans, shall bear interest at the rate equal to the sum of the Federal Funds Rate from time to time in effect plus the Applicable Margin for LIBO Rate Loans, and shall be made on the same day such Borrowing is requested (if requested on or before 1:00 p.m., New York time) or on the next Business Day (if requested after 1:00 p.m., New York time).  The Swingline Lender shall make funds in an amount equal to the requested Borrowing available to the Borrowers to the accounts the Borrowers shall have specified in the applicable Borrowing Request.

SECTION 2.4.  Continuation and Conversion Elections.  By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 1:00 p.m., New York time, on a Business Day, a Borrower may from time to time irrevocably elect, on not less than five nor more than three Business Days’ notice that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000, of any Loans made to it be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, be converted into a Base Rate Loan or continued as a LIBO Rate Loan (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided, however, that (i) each such conversion or continuation shall be made pro rata among the applicable outstanding Loans of all Lenders, and (ii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing if the Required Lenders so elect.

SECTION 2.5.  Funding.  Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers, to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility.  In addition, each Borrower and each Lender

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hereby consents and agrees that, for purposes of any determination to be made for purposes of Section 4.1, 4.2, 4.3 or 4.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBOR Office’s interbank eurodollar market.

SECTION 2.6.  Letter of Credit Issuance Procedures.  By delivering to the Administrative Agent an Issuance Request on or before 1:00 p.m., New York City time, on a Business Day, KIL may, from time to time irrevocably request, on not less than three Business Days’ notice, in the case of an initial issuance of a Letter of Credit, and not less than three Business Days’ notice prior to the existing Stated Expiry Date (or, if a Letter of Credit has an automatic extension provision, at least three Business Days’ notice prior to the date that such Letter of Credit will, by its terms, be extended or, if earlier, the date on which a notice from the Issuer is required to be delivered to the beneficiary of the Letter of Credit informing the beneficiary that the Letter of Credit will not be extended) in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, a Letter of Credit in Dollars or a Foreign Currency (provided, that the Dollar Equivalent of the aggregate amount of Foreign Currency Letters of Credit shall not exceed the Foreign Currency Letter of Credit Commitment Amount) in such form as may be requested by KIL and approved by the Issuer, solely for the purposes described in Section 7.1.8.  Each Letter of Credit shall by its terms be stated to expire on a date (its “Stated Expiry Date”) no later than the earlier to occur of (i) 10 days prior to the Stated Maturity Date or (ii) one year from the date of its issuance.  The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

SECTION 2.6.1.  Other Lenders’ Participation.  Upon the issuance of each Letter of Credit issued by the Issuer pursuant hereto, and without further action, each Lender shall be deemed to have irrevocably purchased, to the extent of its Percentage, a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Lender shall, to the extent of its Percentage, be responsible for reimbursing promptly (and in any event within three Business Days following the Disbursement Date) the Issuer for Reimbursement Obligations arising under the Letter of Credit issued by the Issuer which have not been reimbursed by the Borrowers in accordance with Section 2.6.3.  In addition, such Lender shall, to the extent of its Percentage, be entitled to receive (i) a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.2 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer with respect to such Letter of Credit pursuant to the last sentence of Section 3.3.2) and (ii) from the date that such Lender has reimbursed the Issuer in accordance with the first sentence of this Section, (A) the interest payable pursuant to Section 2.6.2 and, if applicable, (B) the interest payable pursuant to Section 3.2.2 with respect to any Reimbursement Obligation not paid when due.  To the extent that any Lender has reimbursed the Issuer for a Disbursement as required by this Section, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from a Borrower or otherwise) in respect of such Disbursement.

SECTION 2.6.2.  Disbursements.  The Issuer will notify KIL and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each

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such payment, a “Disbursement”).  Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such Disbursement to the beneficiary (or its designee) of such Letter of Credit.  Prior to 5:00 p.m., New York City time, on the Disbursement Date, the Borrowers will (or any one of them) reimburse the Administrative Agent, for the account of the Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit (in the currency in which such Disbursement was made), together with interest thereon (in the currency in which such Disbursement was made) at a rate per annum equal to the rate then in effect for Base Rate Loans (with the then Applicable Margin for Loans accruing on such amount) for the period from the Disbursement Date through the date of such reimbursement.  Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, each Borrower hereby acknowledges and agrees that it shall be jointly and severally obligated to reimburse the Issuer upon each Disbursement of a Letter of Credit (including Letters of Credit issued for the account of the other Borrowers or a Guarantor), and each Borrower shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is such Borrower or a Guarantor).

SECTION 2.6.3.  Reimbursement.  The obligation (a “Reimbursement Obligation”) of each Borrower under Section 2.6.2 to reimburse the Issuer with respect to each Disbursement (including interest thereon), and, upon the failure of the Borrowers to reimburse the Issuer, each Lender’s obligation under Section 2.6.1 to reimburse the Issuer, shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any Borrower, any Obligor or such Lender, as the case may be, may have or have had against the Issuer or any such Lender, including any defense based upon the failure of any Disbursement to conform to the terms of the applicable Letter of Credit (if, in the Issuer’s good faith opinion, such Disbursement is determined to be appropriate) or any non-application or misapplication by the beneficiary of the proceeds of such Letter of Credit; provided, however, that after paying in full its Reimbursement Obligation hereunder, nothing herein shall adversely affect the right of any Borrower or such Lender, as the case may be, to commence any proceeding against the Issuer for any wrongful Disbursement made by the Issuer under a Letter of Credit as a result of acts or omissions constituting gross negligence or willful misconduct on the part of the Issuer.

SECTION 2.6.4.  Deemed Disbursements.  Upon the occurrence and during the continuation of any Event of Default of the type described in Section 8.1.9 or, with notice from the Administrative Agent (at the request of the Required Lenders), upon the occurrence and during the continuation of any other Event of Default:

(a)an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding hereunder shall, without demand upon or notice to any Borrower, be deemed to have been paid or disbursed, in the applicable currency or currencies, by the Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and

(b)upon notification by the Administrative Agent to the Borrowers of their obligations under this Section, the Borrowers shall be immediately obligated to reimburse

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the Issuer for the amount, and in the currency, deemed to have been so paid or disbursed by the Issuer.

Any amounts so payable by the Borrowers pursuant to this Section shall be deposited in cash in an interest bearing account with the Administrative Agent and held as collateral security pursuant to a cash collateral agreement in form and substance reasonably satisfactory to the Administrative Agent for the Obligations in connection with the Letters of Credit issued by the Issuer.  At such time when the Defaults or Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to KIL all amounts then on deposit with the Administrative Agent pursuant to this Section which have not been applied to the partial satisfaction of such Obligations.

SECTION 2.6.5.  Nature of Reimbursement Obligations.  Each Borrower, each other Obligor and, to the extent set forth in Section 2.6.1, each Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof.  The Issuer shall not be (except to the extent of its own gross negligence or willful misconduct) responsible for:

(a)the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;

(b)the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason;

(c)the failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to demand payment under a Letter of Credit;

(d)errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise; or

(e)any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit.

None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender.  In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in connection with such Letter of Credit in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon each Borrower and each other Obligor and each such Lender, and shall not put the Issuer under any resulting liability to any Borrower, any Obligor or any such Lender, as the case may be.

SECTION 2.6.6.  Dollar Equivalent Determinations.  For purposes of determining the amount of Foreign Currency Letter of Credit Outstandings and for purposes of calculating fees payable under Section 3.3.2 with respect to Foreign Currency Letter of Credit Outstandings, the

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principal amount of such Foreign Currency Letter of Credit Outstandings shall be deemed to be, as of any date of determination, the Dollar Equivalent thereof at such date.  The initial Dollar Equivalent of any Foreign Currency Letter of Credit shall be determined by the Administrative Agent and/or the Issuer, as the case may be, on the date of issuance thereof.  If a Disbursement is made by the Issuer under any Foreign Currency Letter of Credit, the Dollar Equivalent of such Disbursement shall be determined by the Issuer on the Disbursement Date related thereto, and the Issuer shall notify the Administrative Agent and the applicable Borrower promptly of such Dollar Equivalent.

SECTION 2.7.  Currency Fluctuation, etc.  Not later than 12:00 p.m., New York time, on each Quarterly Payment Date, the Administrative Agent shall determine the Dollar Equivalent as of such Quarterly Payment Date with respect to each Foreign Currency for which there are at such time outstanding Foreign Currency Letters of Credit or in respect thereof (after giving effect to any Loans to be made or repaid or Letters of Credit to be issued or Reimbursement Obligations to be repaid on such date).  The Administrative Agent shall promptly notify the Borrowers of the Dollar Equivalent so determined and such Dollar Equivalent shall become effective on the first Business Day immediately following the relevant Quarterly Payment Date (a “Reset Date”) and shall remain effective until the next succeeding Reset Date (provided that the Administrative Agent’s failure to notify the Borrowers shall not affect the effectiveness of such determination).

SECTION 2.8.  Notes.  Each Borrower agrees that, upon the request to the Administrative Agent by any Lender, each such Borrower will execute and deliver to such Lender a Note payable to the order of such Lender in a maximum principal amount equal to the amount of Credit Extensions that can be made to a particular Borrower, which shall, in the aggregate, equal such Lender’s Percentage of the original Commitment Amount.  Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal of, and the interest rate and Interest Period applicable to the Loans evidenced thereby.  Such notations shall be conclusive and binding on the Borrowers absent manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of any Borrower or any other Obligor.

SECTION 2.9.  Register.  Each Borrower hereby designates the Administrative Agent to serve as such Borrower’s agent, solely for the purpose of this Section 2.9, to maintain a register (the “Register”) on which the Administrative Agent will record each Lender’s Commitment, each Lender’s Percentage, the Loans made by each Lender and each repayment in respect of the principal amount of the Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Assignment and Assumption Agreement delivered to the Administrative Agent pursuant to Section 10.11.1.  Failure to make any recordation, or any error in such recordation, shall not affect any Borrower’s obligation in respect of such Loans.  The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan (and, as provided in Section 2.8, the Note evidencing such Loan, if any) is registered as the owner thereof

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for all purposes of this Agreement, notwithstanding notice or any provision herein to the contrary.

ARTICLE III

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

SECTION 3.1.  Repayments and Prepayments.  Each Borrower shall repay in full the unpaid principal amount of its Loans upon the Stated Maturity Date.

SECTION 3.1.1.  Payment Terms.  Prior thereto, the Borrowers may (or shall, as applicable) make the repayments and prepayments set forth below.

(a)Each Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any of its Loans, and such Borrower may select whether such prepayment shall be allocated to the Base Rate Loans, LIBO Rate Loans or both (and the amounts so allocated to each); provided, however, that:

(i)any such prepayment shall be made first to Base Rate Loans before application to LIBO Rate Loans if such prepayment would minimize the amount of any payments required to be made to the Borrowers pursuant to Section 4.4;

(ii)all such voluntary prepayments shall require at least one Business Day’s prior written notice to the Administrative Agent (unless, in the case of prepayment of any Swingline Loan, notice shall have been given by 1:00 p.m., New York time and payment shall be received by 1:00 p.m. New York time, in which event one Business Day’s notice shall not be required);

(iii)all such voluntary partial prepayments shall be in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000.

(b)The Borrowers shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to Section 2.2, make a mandatory prepayment of the Loans made to it, and if required Cash Collateralize Letter of Credit Outstandings, equal to the excess, if any, of the aggregate outstanding principal amount of all Loans and Letter of Credit Outstandings over the Commitment Amount as so reduced and, as so reduced, applicable to such Borrower.

(c)The Borrowers shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to Section 8.2 or Section 8.3, repay all of their Loans, unless, pursuant to Section 8.3, only a portion of all Loans is so accelerated.

(d)The Borrowers shall, on each Quarterly Payment Date, Cash Collateralize Foreign Currency Letters of Credit in an amount equal to the excess, if any, of the Dollar Equivalent of all Foreign Currency Letter of Credit Outstandings over 105% of the Foreign Currency Letter of Credit Commitment Amount.

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Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4.  No voluntary prepayment of principal of any Loans shall cause a reduction in the Commitment Amount.

SECTION 3.1.2.  Special Swingline Loan Provisions.  (a)  All Swingline Loans shall be payable with accrued interest thereon solely to the Swingline Lender for its own account and shall otherwise be subject to all the terms and conditions applicable to the Loans (unless otherwise specifically set forth herein).  Upon the earlier to occur of (i) seven Business Days after the making of any Swingline Loan, or (ii) the Stated Maturity Date, the Borrowers shall repay all of such Swingline Loans in cash by 1:00 p.m., New York time, in an amount at least equal to the aggregate outstanding principal amount of all Swingline Loans together with all accrued interest thereon, and shall apply the proceeds of any Borrowing to repay in its entirety the aggregate outstanding principal amount of all Swingline Loans together with accrued interest thereon to the date of such repayment.

(a)In the event that any portion of any Swingline Loan is not repaid when due, the Administrative Agent shall promptly, and in no event later than 5:00 p.m., New York time, two Business Days after payment was due, notify each Lender in writing of the unreimbursed amount of such Swingline Loan and of such Lender’s Percentage of such unreimbursed amount.  Each of the Lenders shall make a Loan in an amount equal to such Lender’s Percentage of the unreimbursed amount of such Swingline Loan, together with accrued unpaid interest thereon (to the extent that there is availability under the Loan Commitment), and pay the proceeds thereof, in immediately available funds, directly to the Swingline Lender, not later than 1:00 p.m., New York time, on the next Business Day after the date such Lender is notified by the Administrative Agent.  Loans made by the Lenders to repay unreimbursed Swingline Loans pursuant to this subsection shall constitute Loans hereunder, initially shall be Base Rate Loans and shall be subject to all of the provisions of this Agreement concerning Loans, except that such Loans shall be made upon demand by the Administrative Agent as set forth above rather than upon notice by the Borrowers, and shall be made, notwithstanding anything in this Agreement to the contrary, without regard to satisfaction of conditions precedent to the making of Loans set forth in Article V of this Agreement; provided, however, that no Lender shall be obligated to make such Loans if, prior to the date of the Borrowing of the Swingline Loan to be refunded, the Swingline Lender had received written notice from the Administrative Agent or any Lender of the existence and continuance of an Event of Default.  Each Lender’s obligation to make Loans in the amount of its Percentage of any unreimbursed Swingline Loan pursuant hereto is several, and not joint or joint and several.  The failure of any Lender to perform its obligation to make a Loan in the amount of such Lender’s Percentage of any unreimbursed Swingline Loan will not relieve any other Lender of its obligation hereunder to make a Loan in the amount of such other Lender’s Percentage of such unreimbursed Swingline Loan.  Any Lender may, but shall have no obligation to any Person to, assume all or any portion of any non-performing Lender’s obligation to make a Loan in the amount of such Lender’s Percentage of such unreimbursed Swingline Loan.  The Borrowers agree to accept the Loans hereinabove provided, whether or not such Loans could have been made pursuant to the terms of Section 5.2 hereof or any other Section of this Agreement.

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(b)In the event, for whatever reason, the Administrative Agent determines that the Lenders are not able to, or that it could be disadvantageous for the Lenders to, advance their respective Percentage of Loans for the purpose of refunding Swingline Loans as required hereunder, then each of the Lenders absolutely and unconditionally agrees to purchase and take from the Swingline Lender on demand an undivided participation interest in Swingline Loans outstanding in an amount equal to their respective Percentage of such Swingline Loans.

SECTION 3.2.  Interest Provisions.  Interest on the outstanding principal amount of Loans shall accrue and be payable in accordance with this Section 3.2.

SECTION 3.2.1.  Rates.  Pursuant to an appropriately delivered Borrowing Request or Continuation/Conversion Notice, a Borrower may elect that Loans comprising a Borrowing accrue interest at a rate per annum:

(a)on that portion maintained from time to time as a Base Rate Loan, equal to the sum of the Alternate Base Rate from time to time in effect plus the Applicable Margin;

(b)on that portion maintained as a LIBO Rate Loan, during each Interest Period applicable thereto, equal to the sum of the LIBO Rate (Reserve Adjusted) for such Interest Period plus the Applicable Margin;

(c)on that portion maintained as a Swingline Loan, equal to the sum of the Federal Funds Rate from time to time in effect plus the Applicable Margin for LIBO Rate Loans.

All LIBO Rate Loans shall bear interest from and including the first day of the applicable Interest Period to (but not including) the last day of such Interest Period at the interest rate determined as applicable to such LIBO Rate Loan.

SECTION 3.2.2.  Post-Maturity Rates.  After the date any principal amount of any Loan is due and payable (whether on the Stated Maturity Date, upon acceleration or otherwise), or after any other monetary Obligation of a Borrower shall have become due and payable, such Borrower shall pay, but only to the extent permitted by law, interest (after as well as before judgment) on such amounts at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin for Base Rate Loans plus a margin of 2%.

SECTION 3.2.3.  Payment Dates.  Interest accrued on each Loan shall be payable in arrears, without duplication:

(a)on the Stated Maturity Date therefor;

(b)with respect to a Loan, on the date of any payment or prepayment, in whole or in part, of principal outstanding on such Loan;

(c)with respect to Base Rate Loans, on the last Business Day of each Fiscal Quarter occurring after the date of the initial Borrowing hereunder;

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(d)with respect to LIBO Rate Loans, the last day of each applicable Interest Period (and, if such Interest Period shall exceed three months, on each third month anniversary of such Interest Period); and

(e)on that portion of any Loans the maturity of which is accelerated pursuant to Section 8.2 or Section 8.3, immediately upon such acceleration.

Interest accrued on Loans or other monetary Obligations arising under this Agreement or any other Loan Document after the date such amount is due and payable (whether on the Stated Maturity Date, upon acceleration or otherwise) shall be payable upon demand.

SECTION 3.3.  Fees.  KIL agrees to pay the fees set forth in this Section 3.3.  All such fees shall be non-refundable.

SECTION 3.3.1.  Commitment Fee.  KIL agrees to pay to the Administrative Agent for the account of each Lender for the period (including any portion thereof when its Commitment is suspended by reason of any Borrower’s inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Commitment Termination Date, a commitment fee at the rate of the Applicable Commitment Fee per annum, in each case on such Lender’s Percentage of the average daily unused portion of the Commitment Amount (net of Letter of Credit Outstandings.  Such commitment fees shall be payable by KIL, in arrears on each Quarterly Payment Date, commencing with the first such day following the Effective Date, and on the Commitment Termination Date.

SECTION 3.3.2.  Letter of Credit Fee.  KIL agrees to pay to the Administrative Agent, for the pro rata account of the Issuer and each other Lender, a Letter of Credit fee, in Dollars, in an amount equal to the then Applicable Margin for LIBO Rate Loans, multiplied by the average daily undrawn Stated Amount (or the Dollar Equivalent thereof with respect to Foreign Currency Letters of Credit) of all Letters of Credit outstanding during the applicable period, with such fees being payable quarterly in arrears on each Quarterly Payment Date.  KIL further agrees to pay to the Issuer a fronting fee in the amount as set forth in the Fee Letter, dated as of September 15, 2005, between the Borrowers, the Administrative Agent, DBSI and Deutsche Bank Trust Company Americas, payable quarterly in arrears on each Quarterly Payment Date and customary administrative fees with respect to issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder (as delivered to the Borrowers in writing).

SECTION 3.3.3.  Other Fees.  The Borrowers agree to pay to each Lender for its own account upfront fees in such amounts and on such dates as the Borrowers and such Lender have otherwise agreed to.

SECTION 3.4.  Guaranty Provisions.  Each Borrower hereby jointly and severally irrevocably guarantees the payment of all Obligations as set forth in this Section 3.4.

SECTION 3.4.1.  Guaranty.  Each Borrower hereby absolutely, unconditionally and irrevocably jointly and severally:

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(a)guarantees the full and punctual payment when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Obligations of the other Borrowers and each other Obligor, whether for principal, interest, fees, expenses or otherwise (including all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. § 362(a), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. § 502(b) and § 506(b)); and

(b)indemnifies and holds harmless each Lender Party and each holder of a Note for any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by such Lender Party or such holder, as the case may be, in enforcing any rights under Section 3.4;

provided that in the case of the guaranty of a Borrower of the Obligations of other than its direct or indirect Subsidiaries, such guaranty shall be limited to the maximum amount that can be guaranteed without rendering such guaranty unenforceable under fraudulent conveyance or similar laws.  This guaranty and the provisions of this Section 3.4 constitutes a guaranty of payment when due and not of collection, and each Borrower specifically agrees that it shall not be necessary or required that any Lender Party exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrowers or any other Obligor (or any other Person) before or as a condition to the obligations of such Borrower hereunder.  Each Borrower acknowledges and agrees that it shall be jointly and severally liable for the Obligations arising under Letters of Credit issued for Subsidiaries of KIL, notwithstanding that such Borrower is not the account party of any particular Letter of Credit.

SECTION 3.4.2.  Acceleration of Guaranty.  Each Borrower agrees that following the acceleration of the Obligations pursuant to Section 8.2 or 8.3 such Borrower will pay to the Administrative Agent for the account of the Lender Parties forthwith the full amount which would be payable hereunder by such Borrower.

SECTION 3.4.3.  Guaranty Absolute, etc.  Section 3.4 shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of the Borrowers and each other Obligor have been paid in full, all obligations of each Borrower hereunder shall have been paid in full and all Commitments shall have terminated.  Each Borrower guarantees that the Obligations of the other Borrowers and each other Obligor will be paid strictly in accordance with the terms of this Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party with respect thereto.  The liability of each Borrower under Section 3.4 shall be absolute, unconditional and irrevocable irrespective of:

(a)any lack of validity, legality or enforceability of this Agreement or any other Loan Document;

(b)the failure of any Lender Party:

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(i)to assert any claim or demand or to enforce any right or remedy against any other Borrower, any other Obligor or any other Person (including any other guarantor) under Section 3.4 of this Agreement, any other Loan Document or otherwise; or

(ii)to exercise any right or remedy against any other guarantor of, or collateral securing, any Obligations of any other Borrower or any other Obligor;

(c)any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of the other Borrowers or any other Obligor, or any other extension, compromise or renewal of any Obligation of any other Borrower or any other Obligor;

(d)any reduction, limitation, impairment or termination of the Obligations of any other Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Borrower hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, the Obligations of any other Borrower, any other Obligor or otherwise;

(e)any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of this Agreement or any other Loan Document;

(f)any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Lender Party or any holder of any Note securing any of the Obligations of any other Borrower or any other Obligor; or

(g)any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, any other Borrower, any other Obligor, any surety or any guarantor.

SECTION 3.4.4.  Reinstatement, etc.  Each Borrower agrees that Section 3.4 shall continue to be effective or be reinstated, as the case may be, if at any time any payment (in whole or in part) of any of the Obligations is rescinded or must otherwise be restored by any Lender Party or any holder of any Note, upon the insolvency, bankruptcy or reorganization of any other Borrower, any other Obligor or otherwise, all as though such payment had not been made.

SECTION 3.4.5.  Waiver, etc.  Each Borrower hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations of any other Borrower or any other Obligor and Section 3.4 and any requirement that any Lender Party or any holder of any Note protect, secure, perfect or insure any security interest or Lien, or any property subject thereto, or exhaust any right or take any action against any other Borrower, any other

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Obligor or any other Person (including any other guarantor) or entity or any collateral securing the Obligations of any other Borrower or any other Obligor, as the case may be.

SECTION 3.4.6.  Postponement of Subrogation, etc.  No Borrower will exercise any rights which it may acquire by way of rights of subrogation under Section 3.4, by any payment made hereunder or otherwise, until the prior payment, in full and in cash, of all Obligations of the Borrowers and each other Obligor.  Any amount paid to any Borrower on account of any such subrogation rights prior to the payment in full of all Obligations of the Borrowers and each other Obligor shall be held by the Borrower in question for the benefit of the Lender Parties and shall immediately be paid to the Administrative Agent and credited and applied against the Obligations of the Borrowers and each other Obligor, whether matured or unmatured, in accordance with the terms hereof; provided, however, that if (a) any Borrower has made payment to the Lender Parties and each holder of a Note of all or any part of the Obligations of any other Borrower or any other Obligor, and (b) all Obligations have been paid in full and all Commitments have been permanently terminated, each Lender Party agrees that, at such Borrower’s request, the Administrative Agent, on behalf of the Lender Parties, will execute and deliver to such Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Borrower of an interest in the Obligations of such other Borrower and each other Obligor resulting from such payment by the Borrower paying any such amount.  In furtherance of the foregoing, for so long as any Obligations or Commitments remain outstanding, each Borrower shall refrain from taking any action or commencing any proceeding against the other Borrowers or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under the provisions of Section 3.4 to any Lender Party.

ARTICLE IV

CERTAIN LIBO RATE AND OTHER PROVISIONS

SECTION 4.1.  LIBO Rate Lending Unlawful.  If any Lender shall determine (which determination shall, so long as such Lender shall then be taking the same action with respect to all other similar loans it may have outstanding to other borrowers, upon notice thereof to the Borrowers and the Lenders, be conclusive and binding on the Borrowers) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for such Lender to make, continue or maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of all Lenders to make, continue, maintain or convert any such Loans shall, upon notice of such determination to the Borrowers and Administrative Agent, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all LIBO Rate Loans shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.  Any Lender affected by such event or condition shall use its commercially reasonable efforts (including to change its applicable lending office with respect to some or all of its LIBO Rate Loans) to avoid the effect of such event or condition, so long as such Lender will not be

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materially disadvantaged and such change is not inconsistent with such Lender’s internal policies.

SECTION 4.2.  Deposits Unavailable.  If the Administrative Agent shall have determined that (a) dollar deposits in the relevant amount and for the relevant Interest Period are not available to JPMCB in its relevant market, or (b) by reason of circumstances affecting JPMCB’s relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate Loans, then, so long as the Administrative Agent shall then be taking the same action with respect to all other similar loans it may have outstanding to other borrowers, upon notice from the Administrative Agent to the Borrowers and the Lenders, the obligations of all Lenders under Section 2.3 and Section 2.4 to make or continue any Loans as, or to convert any Loans into, LIBO Rate Loans shall forthwith be suspended until the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.

SECTION 4.3.  Increased LIBO Rate Loan Costs, etc.  Provided that each Lender requesting reimbursement under this Section 4.3 is then taking the same action with respect to all other similar loans it has outstanding to other borrowers of a class similar to the Borrowers (including as to the aggregate amount of credit extensions made to such other borrowers), the Borrowers agree to reimburse each Lender for any increase in the cost to such Lender of, or any reduction in the amount of any sum receivable by such Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Loans as, or of converting (or of its obligation to convert) any Loans into, LIBO Rate Loans caused by the imposition of any reserve requirements (including all basic, emergency, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements) required by any central bank, regulator or other governmental authority (including the Bank of England) having authority over any Lender, in each case to the extent not already specifically addressed by the provisions of the definition of “LIBOR Reserve Percentage”, except as to any increased cost or reduced amount that results from the imposition of Taxes (liability for which is determined pursuant to Section 4.6).  The Lender requesting reimbursement under this Section shall promptly notify the Administrative Agent and KIL in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Lender for such increased cost or reduced amount.  Such additional amounts shall be payable by the Borrowers directly to such Lender within ten days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers; provided, however, that the Borrowers shall have no obligation to make any payment to any Lender under this Section 4.3 unless KIL receives notice of such increased costs or reduced amounts within six months after they are incurred or realized.  Any Lender claiming any amounts payable pursuant to this Section shall use its commercially reasonable efforts (including to change its applicable lending office with respect to some or all of its LIBO Rate Loans) in order to avoid the need for or reduce the amount of any such additional amounts that would thereafter accrue, so long as such Lender will not be materially disadvantaged and such change is not inconsistent with such Lender’s internal policies.

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SECTION 4.4.  Funding Losses.  In the event any Lender shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to make, continue or maintain any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan into, a LIBO Rate Loan) as a result of,

(a)any conversion or repayment or prepayment of the principal amount of any LIBO Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 3.1 or otherwise, including all such loss or expense arising as a result of the provisions of Section 4.11;

(b)the Borrowers’ failure to borrow any LIBO Rate Loans in accordance with the Borrowing Request therefor; or

(c)any Loans not being continued as, or converted into, LIBO Rate Loans in accordance with the Continuation/Conversion Notice therefor due to the Borrowers’ action or inaction,

then, upon the written notice of such Lender to KIL (with a copy to the Administrative Agent), the Borrowers shall, within ten days of its receipt thereof, pay directly to such Lender such amount as will (in the reasonable determination of such Lender) reimburse such Lender for such loss or expense.  Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrowers.

SECTION 4.5.  Increased Capital Costs.  If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other governmental authority after the Effective Date affects or would affect the amount of capital required or expected to be maintained by any Lender or any Person controlling such Lender, and such Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s capital as a consequence of its Commitment or the Loans made, or the Letters of Credit issued or participated in, by such Lender is reduced to a level below that which such Lender or such controlling Person could have achieved but for the occurrence of any such circumstance, then, in any such case so long as such Lender shall then be taking the same action with respect to all other similar loans it may have outstanding to other borrowers, within ten Business Days following notice by such Lender to the Borrowers, the Borrowers shall pay directly to such Lender additional amounts sufficient to compensate such Lender or such controlling Person for such reduction in rate of return; provided, however, that the Borrowers shall have no obligation to make any payment to any Lender under this Section 4.5 unless the Borrowers receive notice of such reduction in rate of return within six months after the reduced rate of return is realized.  A statement of such Lender as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrowers.  In determining such amount, such Lender may use any reasonable method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable.  Any Lender claiming any amounts payable pursuant to this Section shall use its commercially reasonable efforts (including to change its applicable lending office with respect to some or all of its LIBO Rate Loans) to avoid or materially reduce

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any amounts which the Borrowers are obligated to pay pursuant to this Section 4.5, so long as such Lender will not be materially disadvantaged and such change is not inconsistent with such Lender’s internal policies.

SECTION 4.6.  Taxes.  (a)  All payments by KIL, each other Borrower or any other Guarantor of principal of, and interest on, the Loans and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by any Lender’s net income, net profits or receipts (such non-excluded items being called “Taxes”).  In the event that any withholding or deduction from any payment to be made by KIL, each other Borrower or any other Guarantor hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then KIL, such Guarantor or such Borrower (as applicable) will:

(i)pay directly to the relevant authority the full amount required to be so withheld or deducted;

(ii)promptly forward to the Administrative Agent an official receipt or other documentation reasonably satisfactory to the Administrative Agent evidencing such payment to such authority; and

(iii)pay to the Administrative Agent for the account of the Lenders such additional amount or amounts as is necessary to ensure that the net amount actually received by each Lender will equal the full amount such Lender would have received had no such withholding or deduction been required.

Moreover, if any Taxes are directly asserted against the Administrative Agent or any Lender with respect to any payment received by the Administrative Agent or such Lender hereunder, the Administrative Agent or such Lender may pay such Taxes and each of KIL, each other Borrower and each other Guarantor will (without duplication) promptly pay such additional amounts (including any penalties, interest or expenses) as is necessary in order that the net amount received by such person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such person would have received had such Taxes not been asserted provided, however, that KIL, each other Borrower or Guarantor shall not be required to pay such additional amounts to the Administrative Agent or any Lender in respect of U.S. federal withholding taxes if such Administrative Agent or Lender fails to comply with the requirements of Section 4.6(c), unless (I) any such failure to deliver a form or forms or a Section 4.6(c) Certificate or the failure of such form or forms or Section 4.6(c) Certificate to establish a complete exemption from U.S. federal withholding tax or inaccuracy or untruth contained therein resulted from a change in any applicable statute, treaty, regulation or other applicable law or any interpretation of any of the foregoing occurring after the date hereof, which change rendered such Lender no longer legally entitled to deliver such form or forms or Section 4.6(c) Certificate or otherwise ineligible for a complete exemption from U.S. federal withholding tax, or rendered the information or certifications made in such form or forms or Section 4.6(c) Certificate untrue or inaccurate in a material respect, (II) a redesignation of the Lender’s lending office was made at the request of the Borrowers or (III) the obligation to pay any additional amounts or indemnify

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any such Lender pursuant to this clause (a) is with respect to an Assignee Lender that becomes an Assignee Lender as a result of an assignment made at the request of the Borrowers.

(b)If either KIL, any other Borrower or any other Guarantor fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent, for the account of the respective Lenders, the required receipts or other required documentary evidence, KIL, each other Guarantor and each other Borrower shall jointly and severally indemnify the Lenders for any incremental Taxes, interest or penalties that may become payable by any Lender as a result of any such failure.  For purposes of this Section 4.6, a distribution hereunder by the Administrative Agent or any Lender to or for the account of any Lender shall be deemed a payment by KIL, such Guarantor and such Borrower.

(c)Each Lender that is not organized under the laws of the United States or a State thereof shall, not later than the first payment of interest or other amounts hereunder to such Lender, deliver to each Borrower and the Administrative Agent two duly completed and executed copies of (i) Internal Revenue Service Form E-8ECI (or any successor form), (ii) W-8BEN (or any successor form) or (iii) Form W-8BEN (or any successor form) and a certificate substantially in the form of Exhibit P (a “Section 4.6(c) Certificate”), as applicable, in each case establishing a complete exemption”) from U.S. Federal withholding tax on payments of interest hereunder; provided, however, that in the case of a Lender that is not legally entitled to deliver such documentation as of the date of the first payment of interest or other amounts hereunder to such Lender, such Lender shall deliver written notice of its inability to provide such documentation on such date and no such Lender shall be obligated to deliver such documentation earlier than the date of the first payment of interest or other amounts hereunder next following the date as of which such Lender becomes legally entitled to deliver such documentation. Each such Lender shall further deliver two duly completed copies of such documentation prior to the expiration of the most recently delivered documentation (provided such Lender remains legally entitled to deliver such documentation) or when a change in circumstances (other than a change in law) renders such previous documentation obsolete or inaccurate in any material respect.  By the delivery of such documentation, such Lender shall be deemed to have represented that it is entitled to receive payments of interest hereunder without the imposition of U.S. Federal withholding tax.

(d)In addition, any Lender claiming any indemnity payment or additional amount payable pursuant to this Section shall use commercially reasonable efforts to file any certificate or document reasonably requested by KIL or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such indemnity payment or additional amount which may thereafter accrue and such filing or change is not, in the sole determination of such Lender, inconsistent with that Lender’s internal policies.

In the event that any Lender or the Administrative Agent receives a refund in respect of Taxes as to which it has been paid additional amounts or indemnified by the Borrowers pursuant to clause (a) and such Lender or the Administrative Agent, as applicable, determines in its sole, good faith judgment that such refund is attributable to such additional amounts or indemnification, then such Lender or Administrative Agent shall promptly notify the Administrative Agent and the Borrowers and shall within 30 Business Days remit to the Borrowers an amount as such Lender

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or Administrative Agent determines to be the proportion of the refunded amount as will leave it, after such remittance, in no better or worse position than it would have been if the Taxes had not been imposed and the corresponding additional amounts or indemnification payment not been made.  Neither the Lenders nor the Administrative Agent shall be obligated to disclose information regarding its tax affairs or computations to the Borrowers in connection with this clause (e) or any other provision of this Section 4.6.

SECTION 4.7.  Payments, Computations, etc.  (a) Unless otherwise expressly provided, all payments by KIL, each other Borrower and each other Guarantor pursuant to this Agreement or any other Loan Document shall be made by KIL, such Guarantor and such Borrower (without duplication) to the Administrative Agent for the pro rata account of the Lenders entitled to receive such payment.  All such payments required to be made to the Administrative Agent shall be made, without setoff, recoupment, deduction, counterclaim or other defense, not later than 1:00 p.m., New York time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrowers.  Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such extension.  The Administrative Agent shall promptly remit in same day funds to each Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender.  All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan, 365 days or, if appropriate, 366 days).  Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (b) or (c) of the definition of the term “Interest Period”) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

(b)Except as otherwise set forth herein, all amounts received as a result of the exercise of remedies under the Loan Documents (including from the proceeds of collateral securing the Obligations) or under applicable law shall be applied upon receipt to the Obligations as follows: (i) first, to the payment of all Obligations owing to the Administrative Agent, in its capacity as the Administrative Agent (including the reasonable fees and expenses of counsel to the Administrative Agent), (ii) second, after payment in full in cash of the amounts specified in clause (b)(i), to the ratable payment of all interest (including interest accruing after the commencement of a proceeding in bankruptcy, insolvency or similar law, whether or not permitted as a claim under such law) and fees owing under the Loan Documents, and all costs and expenses owing to the Secured Parties pursuant to the terms of the Loan Documents, until paid in full in cash, (iii) third, after payment in full in cash of the amounts specified in clauses (b)(i) and (b)(ii), to the ratable payment of the principal amount of the Loans then outstanding, the aggregate Reimbursement Obligations then owing, the cash collateralization of all Letter of Credit Outstandings and credit exposure owing to Secured Parties under Rate Protection Agreements, (iv) fourth, after payment in full in cash of the amounts specified in clauses (b)(i) through (b)(iii), to the ratable payment of all other Obligations owing to the Secured Parties, and (v) fifth, after payment in full in cash of the amounts specified in clauses (b)(i) through (b)(iv),

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and following the Commitment Termination Date, to each applicable Obligor or any other Person lawfully entitled to receive such surplus. For purposes of clause (b)(iii), the “credit exposure” at any time of any Secured Party with respect to a Rate Protection Agreement to which such Secured Party is a party shall be determined at such time in accordance with the customary methods of calculating credit exposure under similar arrangements by the counterparty to such arrangements, taking into account potential interest rate (or, if applicable, currency) movements and the respective termination provisions and notional principal amount and term of such Rate Protection Agreement.

SECTION 4.8.  Sharing of Payments.  If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan or Reimbursement Obligation (other than pursuant to the terms of Sections 4.3, 4.4, 4.5 and 4.6) in excess of its pro rata share of payments then or therewith obtained by all Lenders, such Lender shall purchase from the other Lenders such participations in Credit Extensions made by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and each Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price to the ratable extent of such recovery together with an amount equal to such selling Lender’s ratable share (according to the proportion of (a)  the amount of such selling Lender’s required repayment to the purchasing Lender to (b)  the total amount so recovered from the purchasing Lender), of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered.  Each of KIL, each other Borrower and each other Guarantor agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 4.9) with respect to such participation as fully as if such Lender were the direct creditor of KIL, such Borrower or such Guarantor in the amount of such participation.  If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

SECTION 4.9.  Setoff.  Each Lender shall, upon the occurrence of any Event of Default described in clauses (a) through (d) of Section 8.1.9 or, with the consent of the Required Lenders, upon the occurrence of any other Event of Default, have the right to appropriate and apply to the payment of the Obligations owing to it (whether or not then due), and (as security for such Obligations) each of KIL, each other Borrower and each other Guarantor hereby grants to each Lender a continuing security interest in, any and all balances, credits, deposits, accounts or money of each of KIL, such Guarantor and such Borrower then or thereafter maintained with such Lender; provided, however, that any such appropriation and application shall be subject to the provisions of Section 4.8.  Each Lender agrees promptly to notify KIL, such Guarantor or such Borrower and the Administrative Agent after any such setoff and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application.  The rights of each Lender under this Section are in addition to other

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rights and remedies (including other rights of setoff under applicable law or otherwise) which such Lender may have.

SECTION 4.10.  Defaulting Lender.  (a) Upon any Lender becoming a Defaulting Lender, (i) the Administrative Agent shall endeavor to promptly notify each other Lender of the amount owed or potentially owed, as the case may be, by such Defaulting Lender and (ii) the Commitment Amount shall be reduced by an amount equal to the unutilized portion of such Defaulting Lender’s Percentage thereof then in effect (the “Unutilized Portion”); provided, however, that, with the prior written consent of the Administrative Agent, KIL may request a non-defaulting Lender to, whereupon such non-defaulting Lender may (in its sole discretion and without the consent of any other Lender), by promptly notifying KIL and the Administrative Agent, increase its Commitment in an amount equal to the Unutilized Portion, in which case, upon receipt by KIL and the Administrative Agent of such notice, (x) the Commitment of such non-defaulting Lender shall be so increased and (y) the amount of the Commitment Amount then in effect shall be equal to the amount of the Commitment Amount in effect immediately prior to the time such Defaulting Lender became a Defaulting Lender and (iii) the Percentage of such Defaulting Lender shall be reduced to zero.

(b)No Defaulting Lender shall be entitled to receive any fees accrued on and after the date such Lender became a Defaulting Lender.

(c)Notwithstanding anything contained herein to the contrary, no Defaulting Lender shall be entitled to receive any payments hereunder on account of any Loans or Notes until all amounts that are due and payable with respect to any Loans as to which such Defaulting Lender is not a Lender or a participant shall have been paid in full.

(d)Nothing in this Section shall be deemed to release any Defaulting Lender from fulfilling its obligations under this Agreement or otherwise or to prejudice the rights which KIL, the Borrowers or any other Lender or the Administrative Agent may have against any such Defaulting Lender.

SECTION 4.11.  Replacement Lender.  In the event that (a) KIL, any other Borrower or any other Guarantor becomes obligated to pay any additional material amounts to any Lender pursuant to Section 4.3 or 4.5 (which amounts are not due or payable to all Lenders generally under such Sections) or such Lender is not able to make LIBO Rate Loans pursuant to Section 4.1, as a result of any event or condition described in any of such Sections, or any Lender is subject to a withholding tax for which it seeks a gross up pursuant to Section 4.6  or (b) any Lender fails to consent to an election, consent, amendment, waiver or other modification to this Agreement or other Loan Document requiring more Lenders than the Required Lender’s consent and such election, consent, amendment, waiver or other modification is otherwise consented to by Lenders holding more than 70% of the then aggregate outstanding principal amount of all Loans, Letters of Credit Outstandings and the unfunded portion of the Commitments without giving effect to the Loans, Letter of Credit Outstandings and Commitments attributable to such non-consenting Lender (any such Lender so qualifying under clause (a) or (b), an “Affected Lender”), then, unless such Affected Lender has removed or cured the conditions creating the cause of such obligation to pay such additional amounts or agrees (in the case of Taxes) not to require any Obligor to pay such gross up amount under Section 4.6, in the case of clause (a) or

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otherwise consents, in the case of clause (b), KIL may designate one or more Eligible Assignees (and such Affected Lender agrees to be replaced by such Eligible Assignees upon and in accordance with the terms set forth in this Section) reasonably acceptable to the Administrative Agent and Issuer (such Eligible Assignee or Eligible Assignees, upon becoming a lender or lenders, each called a “Replacement Lender”) to have assigned to it pursuant to Section 10.11.1, and to purchase, such Affected Lender’s rights and obligations with respect to its entire Loans and Commitment hereunder, without recourse to or warranty by, or expense to, such Affected Lender for a purchase price equal to the outstanding principal amount payable to such Affected Lender with respect to its Loans hereunder, plus any accrued and unpaid interest and accrued and unpaid fees in respect of such Affected Lender’s Loans and Commitment owing to such Affected Lender; provided that the Borrowers may not request the assignment of more than 30% of the Revolving Loan Commitment Amount as a result of the failure to consent to an amendment, consent, wavier or other modification to the Credit Agreement.  KIL agrees that, so long as the Borrowers are not then obligated to pay any gross up for Taxes under a Loan Document to the Administrative Agent, it will first designate the Administrative Agent as the Replacement Lender in the case of an Affected Lender that has required the Borrowers (or any Obligor) to pay any gross up for Taxes under a Loan Document and the Administrative Agent shall have the right (but be under no obligation) to have assigned to it an equal amount of the Loans and Commitments (and corresponding rights and obligations) of the Affected Lender being replaced.  In the event KIL is unable to find a Replacement Lender, KIL may, with the consent of the Required Lenders, pay the Affected Lender and amount equal to the outstanding principal amount of its Loans, plus any accrued and unpaid interest and accrued and unpaid fees in respect of such Lender’s Loans and Commitment owing to such Affected Lender and the Commitment Amount shall be irrevocably and automatically reduced by the amount of such Affected Lender’s Commitment; provided that the Revolving Loan Commitment Amount may not be reduced below $455,000,000 as a result of the removal of such Lender or Lenders.  Upon any assignment and purchase by the Replacement Lender and payment of all other amounts owing to the Affected Lender being replaced hereunder (including under Section 4.6), and the payment to the Administrative Agent of the processing fee due to it under Section 10.11.1 or the repayment by KIL of such Affected Lender’s Loans and subsequent reduction of the Commitment Amount pursuant to the preceding sentence, such Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder, and the Replacement Lender shall succeed to the rights and obligations of such Affected Lender with respect to its Loans and Commitment hereunder; provided that the rights of such Affected Lender pursuant to Sections 4.3, 4.4, 4.5, 4.6, 10.3 and 10.4, and the rights and obligations of the Affected Lender pursuant to Article IX and Sections 10.3 and 10.4, shall survive any assignment described in this Section.  Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any assignment agreement necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section.

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ARTICLE V

CONDITIONS TO EFFECTIVENESS

SECTION 5.1.  Effectiveness.  The effectiveness of this Agreement shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 5.1.

SECTION 5.1.1.  Resolutions, etc.  The Administrative Agent shall have received from each Borrower (i) a copy of a good standing certificate, dated a date reasonably close to the Effective Date, for each such Person and (ii) a certificate, dated the date hereof, of its Secretary or Assistant Secretary as to:

(a)resolutions of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of this Agreement and each other Loan Document to be executed by it;

(b)the incumbency and signatures of those of its officers authorized to act with respect to this Agreement and each other Loan Document executed by it; and

(c)upon which certificate each Lender Party may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of such Borrower canceling or amending such prior certificate.

SECTION 5.1.2.  Delivery of this Agreement, Notes.  The Administrative Agent shall have received (x) duly executed counterparts of this Agreement delivered by each Borrower and each Lender and (y) for the account of each Lender requesting Notes pursuant to Section 2.8, its Notes duly executed and delivered by each Borrower.

SECTION 5.1.3.  Debentures.  The Administrative Agent shall have received (a) counterparts of the Debentures, amended and modified as required to reflect the provisions of this Agreement (as reasonably determined by the Administrative Agent), each duly executed by an Authorized Officer of the owner of the property covered thereby, (b) evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of the Debentures as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable effectively to create a valid first mortgage Lien (or, in the case of personal property, floating charge Lien) against the properties purported to be covered thereby in the full amount of the aggregate principal amount of all Credit Extensions which may at any time be outstanding, subject only to the Permitted Encumbrances, and (c) such other approvals, opinions or documents as the Administrative Agent may reasonably request with respect to the Debentures.

SECTION 5.1.4.  Exchange Approval.  The Administrative Agent shall have received a copy of a letter from The Central Bank of The Bahamas to KIBL, KIL and the other Guarantors organized under the laws of the Commonwealth of The Bahamas, in a form and substance reasonably satisfactory to the Administrative Agent, confirming that it is aware of this Agreement and the Pledge Agreements and undertaking to make available to KIBL, KIL and such Guarantors such foreign exchange as may be necessary to enable KIBL, KIL and such Guarantors to fulfill their payment obligations under this Agreement in Dollars and to pledge the collateral under the Pledge Agreements and Debentures.

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SECTION 5.1.5.  Endorsement to Title Insurance Policies.  The Administrative Agent shall have received an endorsement (known as CLTA Form 110.5), dated on or about the date hereof, duly issued by the Title Insurer which issued the mortgagee’s title insurance policies on the Debentures, confirming coverage under the mortgagee’s title insurance policy on the Debentures and insuring that the Debentures constitute valid first Liens against the properties purported to be covered thereby, free and clear of all defects and encumbrances other than the Permitted Encumbrances.  In lieu of such endorsement, the Borrowers may provide a new mortgagee’s title insurance policy on the Debentures in form and substance, and in amounts, reasonably satisfactory to the Administrative Agent and its counsel, providing comparable coverage (up to a $650,000,000 limit, which limit shall increase accordingly if the Commitment Amount is increased at any time and from time to time pursuant to Section 2.2.3) to the existing mortgagee’s title insurance policy.  All premiums, title examination, surveys, departmental violations, judgment and Uniform Commercial Code search charges (as applicable) and other charges and fees shall have been paid in full or provided for in a manner reasonably satisfactory to the applicable Title Insurer and the Administrative Agent, and the Administrative Agent shall have received satisfactory evidence of such payment or provision.

SECTION 5.1.6.  Opinions of Counsel.  The Administrative Agent shall have received opinions, dated the date hereof and addressed to the Administrative Agent and all Lenders, from each of:

(a)White & Case LLP, special counsel to the Obligors, in form and substance reasonably satisfactory to the Administrative Agent;

(b)Richard Levine, General Counsel to KIL and counsel to the other Obligors, in form and substance reasonably satisfactory to the Administrative Agent; and

(c)Giselle Pyfrom, Bahamian counsel to certain Obligors, in form and substance reasonably satisfactory to the Administrative Agent.

SECTION 5.1.7.  Effective Date Certificate.  The Administrative Agent shall have received, with counterparts for each Lender, the Borrower Effective Date Certificate, dated the date hereof, duly executed and delivered by an Authorized Officer of each Borrower, in which certificate each Borrower shall, among other things, agree and acknowledge that the statements made therein shall be deemed to be true and correct representations and warranties of such Person in all material respects, made as of such date, and, at the time such certificate is delivered on the date hereof, such statements shall in fact be true and correct in all material respects.  All documents and agreements required to be appended to the Borrower Effective Date Certificate shall be in form and substance reasonably satisfactory to the Administrative Agent.

SECTION 5.1.8.  Fees and Expenses.  The Lenders and the Administrative Agent shall have received all fees and expenses required to be paid by KIL and its Restricted Subsidiaries on or before the Effective Date.

SECTION 5.1.9.  Affirmation and Consent.  Each Obligor (other than a Borrower) shall have duly authorized, executed, acknowledged and delivered to the Administrative Agent the Affirmation and Consent, dated as of the Effective Date.

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SECTION 5.1.10.  Solvency Certificate.  The Administrative Agent shall have received executed counterparts of a Solvency Certificate, dated as of the date hereof, duly executed and delivered by an Authorized Officer of each Borrower.

SECTION 5.1.11.  No Material Adverse Change.  Since December 31, 2004, there shall have been no Material Adverse Effect.

SECTION 5.1.12.  Insurance Certificates.  The Administrative Agent shall have received (a) a certificate, reasonably satisfactory to the Administrative Agent, from the Borrowers’ insurance broker(s), dated as of (or a date reasonably near) the Effective Date relating to each insurance policy required to be maintained pursuant to Section 7.1.4, identifying underwriters, types of insurance and insurance limits of each such insurance policy and stating that such insurance policy is in full force and effect and that all premiums then due thereon have been paid and (b) certified copies of all policies evidencing such insurance (or a binder, commitment or certificates in form reasonably satisfactory to the Administrative Agent signed by the insurer or a broker authorized to bind the insurer) naming the Administrative Agent (in the case of liability policies) as joint loss payee on behalf of the Secured Parties.

SECTION 5.2.  All Credit Extensions.  The obligation of each Lender to fund any Loan or the Issuer to issue any Letter of Credit on the occasion of any Credit Extension shall be subject to the satisfaction of each of the conditions precedent set forth in Sections 5.2.1, 5.2.2 and 5.2.3.

SECTION 5.2.1.  Compliance with Warranties, No Default, etc.  Both before and after giving effect to any Credit Extension (but, if any Default of the nature referred to in Section 8.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds thereof) the following statements shall be true and correct:

(a)the representations and warranties set forth in Article VI and in the other Loan Documents shall be true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and

(b)no Default shall have then occurred and be continuing.

SECTION 5.2.2.  Credit Extension Request.  Except with respect to Borrowings of Swingline Loans, the Administrative Agent shall have received a Borrowing Request if Loans are being requested, or an Issuance Request if a Letter of Credit is being requested or extended.  Each delivery of a Borrowing Request or Issuance Request (or telephonic request for Borrowing of a Swingline Loan) and the acceptance by the applicable Borrower of the proceeds of such Credit Extension shall constitute a representation and warranty by the relevant Borrower that on the date of such Credit Extension (both immediately before and after giving effect to such Credit Extension and the application of the proceeds thereof) the statements made in Section 5.2.1 are true and correct in all material respects.

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SECTION 5.2.3.  Payment of Debenture Taxes.  In the event the aggregate principal amount and Stated Amount of Credit Extensions outstanding after giving effect to any proposed Credit Extension hereunder will be in excess of the amount set forth in the column below entitled “Aggregate Outstandings”, the Borrowers will, unless otherwise agreed by the Administrative Agent in its sole discretion, provide (a) evidence reasonably satisfactory to the Administrative Agent prior to such Borrowing that the Borrowers have paid an amount of taxes necessary to make the Debentures creating and/or perfecting the Liens on any assets securing the Obligations valid and enforceable up to the amount of Obligations set forth in the column below entitled “Stamp Tax Amount”, (b) reasonably satisfactory Lien searches or search reports covering the assets located in The Bahamas showing that there are no new Liens on such assets since the Effective Date that would be senior to the Obligations and (c) evidence reasonably satisfactory to the Administrative Agent that the title insurance policies cover Obligations equal to set forth in the column below entitled “Stamp Tax Amount”:

Aggregate Outstandings		Stamp Tax Amount
$	360,000,000	$	425,000,000
$	410,000,000	$	465,000,000
$	450,000,000	$	500,000,000
$	485,000,000	$	550,000,00
$	535,000,000	$	600,000,000
$	585,000,000	$	650,000,000
$	635,000,000	$	700,000,000
$	685,000,000	$	750,000,000
$	735,000,000	$	800,000,000
$	785,000,000	$	850,000,000
$	835,000,000	$	900,000,000

SECTION 5.2.4.  Satisfactory Legal Form.  All documents executed or submitted pursuant to Section 5.2 by or on behalf of KIL or any of its Restricted Subsidiaries or any other Obligors shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.

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ARTICLE VI

REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders, the Issuer and the Administrative Agent to enter into this Agreement and to make Credit Extensions hereunder, each of the Borrowers represents and warrants unto the Administrative Agent, the Issuer and each Lender as set forth in this Article VI.

SECTION 6.1.  Organization, etc.  Each of KIL and the Obligors is a corporation or partnership validly organized and existing and in good standing under the laws of the State or jurisdiction of its incorporation or organization, is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of its business requires such qualification (except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect), and has full power and organizational authority and holds all requisite material governmental licenses, permits and other approvals to enter into and perform its Obligations under this Agreement and each other Loan Document to which it is a party and to own and hold under lease its property and to conduct its business substantially as currently conducted by it.

SECTION 6.2.  Due Authorization, Non-Contravention, etc.  The execution, delivery and performance by each of the Borrowers of this Agreement and each other Loan Document executed or to be executed by it, and the execution, delivery and performance by each other Obligor of each Loan Document executed or to be executed by it are within such Borrower’s and each such other Person’s corporate or partnership powers (as applicable), have been duly authorized by all necessary corporate or partnership action (as applicable), and do not:

(a)contravene such Borrower’s or other Person’s Organic Documents;

(b)contravene any contractual restriction, law or governmental regulation or court decree or order binding on or affecting any Borrower or any such other Person, which contravention would reasonably be expected to have a Material Adverse Effect; or

(c)result in, or require the creation or imposition of, any Lien on any of any Borrower’s or any such other Person’s properties, other than pursuant to a Loan Document.

SECTION 6.3.  Government Approval, Regulation, etc.  Except for those that have been duly obtained or made and are in full force and effect, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other Person is required for the due execution, delivery or performance by the Borrowers or any other Obligor of this Agreement or any other Loan Document to which it is a party.  Neither KIL nor any of its Restricted Subsidiaries is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

SECTION 6.4.  Validity, etc.  This Agreement constitutes, and each other Loan Document executed by a Borrower will, on the due execution and delivery thereof, constitute, the legal, valid and binding obligations of such Borrower enforceable in accordance with their

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respective terms; and each Loan Document executed pursuant hereto by each other Obligor will, on the due execution and delivery thereof by such Obligor, be the legal, valid and binding obligation of such Obligor enforceable in accordance with its terms; except, in any case above, as such enforceability may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and to equitable principles (including concepts of materiality, reasonableness, good faith, fair dealing, and unconscionability), regardless of whether considered in a proceeding in equity or at law.

SECTION 6.5.  Financial Information.  The consolidated balance sheet of KIL and its Subsidiaries as at December 31, 2004, and the related consolidated statements of earnings and cash flow of KIL and its Subsidiaries, have been prepared in accordance with GAAP consistently applied, and present fairly the consolidated financial condition of the consolidated Persons covered thereby as at the dates thereof and the results of their operations for the periods then ended.

SECTION 6.6.  No Material Adverse Change.  Since December 31, 2004, there has been no material adverse change in the financial condition, operations, assets, business or properties of KIL and its Restricted Subsidiaries, taken as a whole.

SECTION 6.7.  Litigation, Labor Controversies, etc.  Except as disclosed in Item 6.7 of the Disclosure Schedule:

(a)no labor controversy, litigation, arbitration or governmental investigation or proceeding is pending or, to the knowledge of any Borrower, threatened, against KIL or any of its Subsidiaries which would reasonably be expected to have a Material Adverse Effect; and

(b)no development has occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to clause (a) which would reasonably be expected to have a Material Adverse Effect.

SECTION 6.8.  Subsidiaries.  KIL does not have any Subsidiaries, except those Subsidiaries:

(a)which are identified in Item 6.8(a) (“Existing Subsidiaries”) of the Disclosure Schedule; or

(b)which are permitted to have been acquired in accordance with Section 7.2.5 or 7.2.10.

Significant Subsidiaries as of the Effective Date are identified with an asterisk on Item 6.8(a) of the Disclosure Schedule.  Each Significant Subsidiary as well as each Borrower that has executed a Pledge Agreement or a supplement to a Pledge Agreement is listed on Item 6.8(b) of the Disclosure Schedule.

SECTION 6.9.  Ownership of Properties.  The Borrowers and each of their respective Significant Subsidiaries and Quasi-Restricted Subsidiaries owns good and valid title to all of its

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material properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights), free and clear of all Liens, charges or claims (including infringement claims with respect to patents, trademarks, copyrights and the like) except (a) as permitted pursuant to Section 7.2.3 or (b) where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION 6.10.  Taxes.  The Borrowers and each of their respective Significant Subsidiaries and Quasi-Restricted Subsidiaries has filed all material tax returns and reports required by law to have been filed by it and has paid or will pay when due all material taxes and governmental charges thereby shown to be owing, except any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books except, where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION 6.11.  Pension and Welfare Plans.  Except as could not reasonably be expected to have a Material Adverse Effect, (a) during the twelve-consecutive-month period prior to the date of the execution and delivery of this Agreement, and since such date and prior to the date of any Credit Extension hereunder, no steps have been taken to terminate any Pension Plan, and no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under section 302(f) of ERISA, (b) no condition exists or event or transaction has occurred with respect to any Pension Plan which might result in the incurrence by KIL or any member of its Controlled Group of any liability, fine or penalty or (c) neither KIL nor any member of its Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan, other than liability for continuation coverage described in Part 6 of Title I of ERISA.

SECTION 6.12.  Environmental Warranties.  Except as set forth in Item 6.12 (“Environmental Matters”) of the Disclosure Schedule:

(a)all facilities and property (including underlying groundwater) owned or leased by KIL or any of its Subsidiaries have been, and continue to be, owned or leased by KIL and its Subsidiaries in compliance with all Environmental Laws except where the failure to do so could not reasonably be expected to have a Material Adverse Effect;

(b)there are no pending and, to the knowledge of any Borrower, (i) there are no threatened and (ii) have been no past,

(i)claims, complaints, notices or requests for information received by KIL or any of its Subsidiaries with respect to any alleged violation of any Environmental Law that if proven true could reasonably be expected to have a Material Adverse Effect; or

(ii)complaints, notices or inquiries to KIL or any of its Subsidiaries regarding potential liability under any Environmental Law that if proven true could reasonably be expected to have a Material Adverse Effect;

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(c)there have been no Releases of Hazardous Materials at, on or under any property now or, to the knowledge of any Borrower, previously owned or leased by KIL or any of its Subsidiaries that, singly or in the aggregate, have, or would reasonably be expected to have, a material adverse effect on the financial condition, results of operations, business or properties of KIL and its Subsidiaries, taken as a whole;

(d)KIL and its Subsidiaries have been issued and are in compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters which are necessary for their businesses except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect;

(e)no property now or previously owned or leased by KIL or any of its Subsidiaries is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar list of sites requiring investigation or clean-up except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect;

(f)there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any property now or, to the knowledge of any Borrower, previously owned or leased by KIL or any of its Subsidiaries that, singly or in the aggregate, have, or would reasonably be expected to have, a material adverse effect on the financial condition, results of operations, business or properties of KIL and its Subsidiaries, taken as a whole;

(g)neither KIL nor any Subsidiary of KIL has directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of federal, state or local enforcement actions or other investigations which would reasonably be expected to lead to claims against KIL or such Subsidiary thereof for any remedial work, damage to natural resources or personal injury, including claims under CERCLA except in each case where such claims could not reasonably be expected to have a Material Adverse Effect;

(h)to the knowledge of the Borrowers, there are no polychlorinated biphenyls or friable asbestos present at any property now or previously owned or leased by KIL or any Subsidiary of KIL that, singly or in the aggregate, have, or would reasonably be expected to have, a material adverse effect on the financial condition, results of operations, business or properties of KIL and its Subsidiaries, taken as a whole; and

(i)to the knowledge of the Borrowers, no conditions exist at, on or under any property now or previously owned or leased by KIL or any of its Subsidiaries which, with the passage of time, or the giving of notice or both, would reasonably be expected to give rise to any liability under any Environmental Law that could reasonably be expected to have a Material Adverse Effect.

SECTION 6.13.  Regulations U and X.  None of the Borrowers is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of

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any Credit Extensions will be used, directly or indirectly, for a purpose which violates, or would be inconsistent with, F.R.S. Board Regulation U or X.  Margin stock constitutes less than 25% of those assets of any Borrower, which are subject to any limitation on sale, pledge, or other restrictions hereunder.  Terms for which meanings are provided in F.R.S. Board Regulation U or X or any regulations substituted therefor, as from time to time in effect, are used in this Section with such meanings.

SECTION 6.14.  Accuracy of Information.

(a)All factual information furnished by or on behalf of KIL or its Subsidiaries in writing to the Administrative Agent or any Lender for purposes of or in connection with this Agreement or any transaction contemplated hereby and all other such factual information hereafter furnished by or on behalf of KIL or its Subsidiaries to the Administrative Agent or any Lender pursuant to the terms of this Agreement will, when taken as a whole, be true and accurate in all material respects on the date as of which such information is dated or certified and as of the Effective Date, and such information is not, or shall not be, as the case may be, incomplete by omitting to state any material fact necessary to make such information, when taken as a whole, not misleading; provided that any projections and pro forma financial information shall be excluded for the purposes of this clause (a).

(b)Any projections and/or pro forma financial information contained in any of the information and data furnished by or on behalf of KIL or its Subsidiaries in writing to the Administrative Agent hereunder were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Administrative Agent and the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results.

SECTION 6.15.  Protection under Security Instruments.  The Debentures, together with the financing statements (if any) filed with respect thereto, constitutes a valid, first mortgage lien on, and (where applicable), a valid perfected floating lien on and security interest in, the property subject thereto, subject only to Permitted Encumbrances.

SECTION 6.16.  Insurance.  KIL or its Restricted Subsidiaries have obtained or caused to be obtained insurance coverage covering the Bahamas Property which meets in all material respects the requirements of this Agreement, and such coverage is in full force and effect.

SECTION 6.17.  Seniority of Obligations, etc.  The Subordination Provisions of the Subordinated Notes and contained in each Subordinated Note Indenture will be enforceable against the holders of the Subordinated Notes by the holder of any “Senior Indebtedness”, “Senior Debt” or similar term referring to the Obligations, as applicable in such Subordinated Note Indenture, which has not effectively waived the benefits thereof.  All monetary Obligations, including those to pay principal of and interest (including post-petition interest, whether or not permitted as a claim under applicable law) on the Loans and Reimbursement Obligations, and fees and expenses in connection therewith, constitute (or will constitute) “Senior Indebtedness”, “Senior Debt” or similar term referring to the Obligations, as applicable in such Subordinated

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Note Indenture, and all such Obligations are (or will be) entitled to the benefits of the subordination created by such Subordinated Note Indenture.  KIL and each of its Restricted Subsidiaries acknowledges that each Lender Party is entering into this Agreement, and is extending its Commitments, in reliance upon the Subordination Provisions of (or to be contained in) each Subordinated Note Indenture, the Subordinated Notes and this Section.

ARTICLE VII

COVENANTS

SECTION 7.1.  Affirmative Covenants.  Each of the Borrowers agrees with the Administrative Agent, the Issuer and each Lender that, until all Commitments have terminated and all Obligations have been paid and performed in full, each of the Borrowers will perform the obligations set forth in this Section 7.1.

SECTION 7.1.1.  Financial Information, Reports, Notices, etc.  KIL will furnish, or will cause to be furnished, to each Lender, the Issuer and the Administrative Agent copies of the following financial statements, reports, notices and information:

(a)as soon as available and in any event within the earliest of (i) 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of KIL, (ii) if KIL is a public reporting company at such time, such earlier date as the SEC requires the filing of such information and (iii) such date that KIL is required to deliver such information to the holders of any Subordinated Notes, consolidated balance sheets of KIL and its Subsidiaries and the KIBL Group (as applicable) as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow of KIL and its Subsidiaries and the KIBL Group (as applicable), in each case for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by the chief financial Authorized Officer of KIL;

(b)as soon as available and in any event within the earliest of (i) 105 days after the end of each Fiscal Year of KIL, (ii) if KIL is a public reporting company at such time, such earlier date as the SEC requires the filing of such information, and (iii) such date that KIL is required to deliver such information to the holders of any Subordinated Notes, a copy of the annual audit report for such Fiscal Year for KIL and its Subsidiaries, including therein a consolidated balance sheet of KIL and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of KIL and its Subsidiaries for such Fiscal Year, in each case certified (without any Impermissible Qualification) by (i) Deloitte & Touche LLP, (ii) any nationally recognized public accountant or (iii) other independent public accountant acceptable to the Required Lenders, together with a certificate from such accountant containing a computation of, and showing compliance with, each of the financial ratios and restrictions contained in Section 7.2.4;

(c)commencing with the period ending September 30, 2005, (A) as soon as available and in any event within the time periods set forth above in clauses (a) and (b) for the relevant Fiscal Quarter, a Compliance Certificate, executed by the chief financial

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Authorized Officer of KIL, (i) showing compliance with the financial covenants set forth in Section 7.2.4, (ii) showing the amount of Capital Expenditures that were made during such Fiscal Quarter, and (iii) certifying as to the absence of any Default and (B) within 60 days after the end of each Fiscal Year of KIL, a certificate in substantially the form of Exhibit G from the chief financial Authorized Officer of KIL showing the calculation (estimated in good faith, subject to adjustment upon delivery of the Compliance Certificate for such Fiscal Year end within 105 days after the end of such Fiscal Year) of the Total Leverage Ratio as of such Fiscal Year end;

(d)as soon as possible and in any event within five days after an executive officer of KIL knows of the occurrence of a Default, a statement of the chief financial Authorized Officer of KIL setting forth details of such Default and the action which KIL has taken and proposes to take with respect thereto;

(e)as soon as possible and in any event within five days after an executive officer of KIL knows of (x) the occurrence of any adverse development with respect to any litigation, action, proceeding, or labor controversy described in Section 6.7 or (y) the commencement of any labor controversy, litigation, action, proceeding of the type described in Section 6.7, notice thereof and copies of all documentation relating thereto;

(f)promptly after the sending or filing thereof, copies of all reports which KIL sends to any of its securityholders, and all reports and registration statements which KIL or any of its Restricted Subsidiaries files with the Securities and Exchange Commission or any national securities exchange;

(g)immediately upon becoming aware of the institution of any steps by any Borrower or any other Person to terminate any Pension Plan, or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under section 302(f) of ERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that any Borrower furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by any Borrower of any liability, fine or penalty, or any increase in the contingent liability of any Borrower with respect to any post-retirement Welfare Plan benefit, that, in each case in this clause could reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto;

(h)promptly following any amendment, waiver or other modification made to the Relinquishment Agreement or the Omnibus Termination Agreement, or delivery of any notice of default or termination of the Relinquishment Agreement or the Omnibus Termination Agreement, a copy of such amendment, waiver, modification or notice;

(i)to the extent not duplicative of the Borrowers’ obligations under this Agreement or any Loan Document, promptly following the delivery or receipt, as the case may be, of any written notice or communication required to be delivered to the trustee (or paying agent, as the case may be) pursuant to, and in accordance with the

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terms of, any Subordinated Note Indenture or any of the Subordinated Notes, a copy of such notice or communication;

(j)within 30 days of the Effective Date, the Administrative Agent shall have received evidence reasonably satisfactory to it that, based on the Borrowers’ projections, an amount equal to at least (i) 50%, during each of the first two years from the Effective Date and (ii) 40% during the third year from the Effective Date, of the Borrowers’ aggregate principal amount of funded Indebtedness for borrowed money is projected to be accruing interest at a fixed rate of interest for such periods (whether by entering into interest rate swap, cap, collar or similar arrangements and including such Indebtedness of the Borrowers accruing interest at a fixed rate by its terms and the Rate Protection Agreements outstanding on the Effective Date); and

(k)within a reasonable period, such other information respecting the condition or operations, financial or otherwise, of KIL or any of its Restricted Subsidiaries as the Issuer or any Lender through the Administrative Agent may from time to time reasonably request in writing.

SECTION 7.1.2.  Compliance with Laws, etc.  Each Borrower will, and will cause each of their respective Subsidiaries to, comply in all material respects with all applicable laws, rules, regulations and orders, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, such compliance to include:

(a)in the case of the Borrowers and their respective Significant Subsidiaries and Quasi-Restricted Subsidiaries, the maintenance and preservation of its corporate existence (except as otherwise permitted by this Agreement) and qualification as a foreign corporation; and

(b)the payment, before the same becomes delinquent, of all material taxes, assessments and governmental charges imposed upon it or upon its property except to the extent being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books.

SECTION 7.1.3.  Maintenance of Properties.  Each Borrower will, and will cause each of their respective Significant Subsidiaries and Quasi-Restricted Subsidiaries to, maintain, preserve, protect and keep its properties in reasonably good repair, working order and condition (ordinary wear and tear excepted and taking into account any construction on such properties relating to Atlantis Phase III), and make necessary and proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times unless (x) the failure to do so could not reasonably be expected to have a Material Adverse Effect or (y) KIL determines in good faith that the continued maintenance of any of their respective properties (other than the Core Assets) is no longer economically desirable.

SECTION 7.1.4.  Insurance.  Each Borrower will, and will cause each of their respective Significant Subsidiaries and Quasi-Restricted Subsidiaries to, maintain or cause to be maintained with responsible insurance companies insurance with respect to its properties and business against such casualties and contingencies and of such types and in such amounts as is customary

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in the case of similar businesses, including “all risks” insurance without exclusion for the perils of hurricane or terrorism on the Bahamas Property and on the buildings, inventory, furnishings, fittings and equipment situated thereon or in transit thereto, in an amount not less than $150,000,000 with a deductible of not more than $15,000,000 per occurrence for the first two (not exceeding in all events $30,000,000).  Each Borrower will, upon request of the Administrative Agent, furnish to the Lender Parties at reasonable intervals a certificate of an Authorized Officer of KIL setting forth the nature and extent of all insurance maintained by the Borrowers and their respective Significant Subsidiaries and Quasi-Restricted Subsidiaries in accordance with this Section.  For so long as the Bahamas Property and the buildings situated thereon are subject to a Lien in favor of the Administrative Agent for the benefit of the Secured Parties, KIBL will, and will cause its Restricted Subsidiaries to, note the Administrative Agent’s interest as joint loss payee with KIBL (or such Restricted Subsidiary) on behalf of the Secured Parties (to the extent of their interest) on all insurance policies relating to the Bahamas Property and on the buildings situated thereon.  The Borrowers’ will promptly notify the Administrative Agent of any change in coverage, including any calculation of or reduction in coverage amounts on the Bahamas Property.

SECTION 7.1.5.  Books and Records.  Each Borrower will, and will cause each of their respective Significant Subsidiaries and Quasi-Restricted Subsidiaries to, keep books and records which accurately reflect in all material respects all of their respective business affairs and transactions and permit the Administrative Agent, the Issuer and each Lender or any of their respective representatives, at reasonable times and intervals during normal business hours, and upon reasonable prior notice, to visit all of its offices, to discuss its financial matters with its officers and independent public accountant (and each Borrower hereby authorizes such independent public accountant to discuss its and such Subsidiaries’ financial matters with each Lender or its representatives so long as no Event of Default has occurred and is continuing, a representative of any Borrower or such Subsidiary is present during such discussion unless (i) such Borrower or such Subsidiary waives the right to be present or (ii) an Event of Default has occurred and is continuing) and to examine any of its books or other corporate records; provided that the Administrative Agent, the Issuer, the Lenders and their respective representatives shall comply with the confidentiality obligations set forth in Section 10.16 and that they shall not disrupt the personnel and operations of the Borrowers and their Subsidiaries.  Following the occurrence of an Event of Default, KIL shall pay any reasonable documented fees of such independent public accountant incurred in connection with the Administrative Agent’s, the Issuer’s or any Lender’s exercise of its rights pursuant to this Section.

SECTION 7.1.6.  Environmental Covenant.  Each Borrower will, and will cause each of their respective Subsidiaries to,

(a)use and operate all of its facilities and properties in compliance with all Environmental Laws, keep all necessary permits, approvals, certificates, licenses and other authorizations relating to environmental matters in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws except where the failure to do so could not reasonably be expected to have a Material Adverse Effect;

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(b)immediately notify the Administrative Agent and provide copies upon receipt of all written claims, complaints, notices or inquiries relating to compliance with Environmental Laws except where the content of such claims, complaints, notices or inquiries could not reasonably be expected to have a Material Adverse Effect; and

(c)provide such information and certifications which the Administrative Agent may reasonably request in writing from time to time to evidence compliance with this Section 7.1.6.

SECTION 7.1.7.  Future Investments in Significant Subsidiaries.  To the extent permitted by this Agreement,

(a)upon any Borrower or any Guarantor directly or indirectly acquiring additional capital stock of or other equity interests in any Person that constituted a Pledged Share Issuer (as defined in a Pledge Agreement);

(b)upon KIL or any Restricted Subsidiary of KIL directly or indirectly acquiring or otherwise having a Significant Subsidiary (including if a non-Significant Subsidiary becomes a Significant Subsidiary) following the Effective Date; or

(c)upon KIL or any of its Restricted Subsidiaries directly or indirectly making an Investment in a Person;

KIL shall notify the Administrative Agent of such acquisition, and shall cause any Significant Subsidiary acquired or designated after the Effective Date to execute and deliver a Security Agreement and, if such Person owns any real property with a fair market value in excess of $10,000,000, a Mortgage (or, if applicable, a supplement to an existing Mortgage), and any other instruments, documents or filings reasonably requested by the Administrative Agent to perfect its security interest in the collateral described in such Security Agreement and such Mortgage, and KIL and each other Obligor shall, pursuant to a Pledge Agreement (as supplemented, if necessary, by a Foreign Pledge Agreement), pledge to the Administrative Agent, for its benefit and that of the Secured Parties, (i) in the case of clauses (a) and (b) above, all of the additional or outstanding capital stock or equity interests so acquired within 60 days of acquisition or (ii) in the case of clause (c) above, the promissory note, duly endorsed in favor of the Administrative Agent (if such Investment is by way of a loan or advance) or the capital stock, equity or other ownership interest in a Significant Subsidiary (if such Investment is in the form of other than a loan or advance), in each case made or issued by each Borrower and each Significant Subsidiary that is in the chain of ownership in connection with such Investment, and, in the case of clauses (a), (b) and (if applicable) (c) above, also deliver to the Administrative Agent undated stock powers for such certificates, executed in blank (or, if any such shares of capital stock or equity interests are uncertificated, confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest in such uncertificated securities or equity interests has been transferred to and perfected by the Administrative Agent, for the benefit of the Issuer and the Lenders, in accordance with Article 8 and Article 9 of the U.C.C. or any other analogous local law which may be applicable), and to the extent any Restricted Subsidiary designated as a Significant Subsidiary is not already a party to a Guaranty, such Significant Subsidiary shall execute and deliver to the Administrative Agent a Guaranty Supplement together with, if

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requested by the Administrative Agent, such opinions of legal counsel for the Obligors from counsel reasonably satisfactory to the Administrative Agent relating thereto, which legal opinions shall be in form and substance reasonably satisfactory to the Administrative Agent.  Without limiting the foregoing requirements, KIL agrees that it will cause each Restricted Subsidiary that is required to deliver a guaranty of any Subordinated Debt to also execute and deliver a Guaranty Supplement to the Administrative Agent prior to or contemporaneously delivering a guaranty of Subordinated Debt.

SECTION 7.1.8.  Use of Proceeds.  The Borrowers shall apply the proceeds of each Credit Extension in accordance with the seventh recital.  The Borrowers hereby agree that no proceeds of any Credit Extension will be used to make an Investment or other acquisition of all or any portion of the capital stock or other equity interest in any Person if such Investment or acquisition is formally opposed (and such opposition has not been revoked or otherwise nullified) in writing by the board of directors (or equivalent managerial body) of such Person prior to the expenditure of any funds in connection therewith.

SECTION 7.1.9.  Priority of Lenders’ Liens.  Each Borrower will, and will cause their Restricted Subsidiaries to, do all things requested by the Administrative Agent that are reasonably necessary to ensure that at all times the claims of the Secured Parties against the Obligors under this Agreement and the other Loan Documents that provide for Collateral Documents are prior to and superior to the claims of all other creditors, except as expressly permitted in this Agreement.

SECTION 7.1.10.  Access to Property.  Each Borrower shall permit the Administrative Agent and its agents, consultants, employees and representatives access to inspect its material properties upon giving reasonable prior written notice.

SECTION 7.1.11.  Other Amounts.  KIL shall maintain deposits in an interest-bearing collateral account with the Administrative Agent in an amount reasonably requested from time to time by, and on terms and conditions satisfactory to, the Administrative Agent sufficient to pay any duties that may become due with respect to the Loan Documents, which amount may be applied by the Administrative Agent to the payment of such duties at any time after the occurrence and during the continuance of an Event of Default.

SECTION 7.2.  Negative Covenants.  Each of the Borrowers agrees with the Administrative Agent, the Issuer and each Lender that, until all Commitments have terminated and all Obligations have been paid and performed in full, each of the Borrowers will perform the obligations set forth in this Section 7.2.

SECTION 7.2.1.  Business Activities.  KIL will not, and will not permit any of its Restricted Subsidiaries to, engage in any business activity, except those described in the first recital, the development and sale of time sharing and resort home properties, and (in each case), such activities as may be incidental or related thereto and reasonable extensions thereof.

SECTION 7.2.2.  Indebtedness.  KIL will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist or otherwise become or be liable in respect of any Indebtedness, other than, without duplication, the following:

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(a)Indebtedness of the Borrowers and the Guarantors in respect of the Credit Extensions and other Obligations;

(b)unsecured Indebtedness of a Borrower owing to a Restricted Subsidiary of KIL (including another Borrower), but only if such Borrower and such Restricted Subsidiary have executed and delivered to the Administrative Agent a Subordination Agreement and such Indebtedness shall be evidenced by a note (which shall, unless the Administrative Agent shall otherwise agree, be substantially in the form of Exhibit A to a Pledge Agreement and shall, pursuant to a Pledge Agreement, be pledged to the Administrative Agent for its benefit and that of the Secured Parties);

(c)Indebtedness which is identified in Item 7.2.2(c) of the Disclosure Schedule (including all refinancing of such Indebtedness and commitments related thereto (together with interest thereon and call, consent and/or tender premiums and costs) so long as it matures on the same date or later than the original Indebtedness) (“Ongoing Indebtedness”);

(d)Indebtedness which is incurred by KIL or any of its Restricted Subsidiaries to finance the acquisition of any assets permitted to be acquired pursuant to Section 7.2.7 (including all refinancings of such Indebtedness);

(e)unsecured Indebtedness incurred in the ordinary course of business (including open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services, but excluding Indebtedness of the types set forth in clauses (a), (b) and (c) of the definition of Indebtedness or Contingent Liabilities in respect of such types of Indebtedness);

(f)Indebtedness in respect of Capitalized Lease Liabilities to the extent permitted in Section 7.2.7 (including all refinancings of such Indebtedness);

(g)Indebtedness of Guarantors (other than a Borrower) owing to a Borrower; provided that such Indebtedness shall not result in such Borrower being treated as a conduit entity within the meaning of U.S. Treasury regulations section 1.881-3(a)(2)(ii)(B)(2)(iii) and which shall be evidenced by a note (which shall, unless the Administrative Agent shall otherwise agree, be in the form of Exhibit A to the applicable Borrower Pledge Agreement and shall, pursuant to a Borrower Pledge Agreement, be pledged to the Administrative Agent for its benefit and that of the Secured Parties);

(h)Indebtedness of a Guarantor (other than a Borrower) owing to another Guarantor (other than a Borrower); provided that such Indebtedness shall not result in such Guarantor being treated as a conduit entity within the meaning of U.S. Treasury regulations section 1.881-3(a)(2)(ii)(B)(2)(iii) and which shall be evidenced by a note (which shall, unless the Administrative Agent shall otherwise agree, be in the form of Exhibit A to the Subsidiary Pledge Agreement) and shall, pursuant to a Subsidiary Pledge Agreement, be pledged to the Administrative Agent for its benefit and that of the Secured Parties;

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(i)unsecured Subordinated Debt of KIL or any Guarantor;

(j)Indebtedness of a Restricted Subsidiary (other than a Guarantor) owing to another Restricted Subsidiary that is not a Guarantor;

(k)Indebtedness of KIL or its Restricted Subsidiaries in the form of Contingent Liabilities of the obligations of third parties;

(l)Indebtedness of KIL or its Restricted Subsidiaries in the form of Contingent Liabilities of the obligations of any Restricted Subsidiary or any other Person (including a joint venture) in which KIL /or its Affiliates has at least a 33.0% equity interest or which is developed, managed or controlled by KIL and/or its Affiliates;

(m)other unsecured senior Indebtedness of KIL or any Guarantor, so long as both immediately before and immediately after the incurrence of such Indebtedness, no Default has occurred and is continuing or would result therefrom; and

(n)other Indebtedness of KIL or any Guarantor in an aggregate amount at any time outstanding not to exceed $10,000,000;

provided, however, that no Indebtedness otherwise permitted by clause (d) or clauses (f) through (and including) (n) shall be permitted if, either before or after giving effect to the incurrence of such Indebtedness (calculated as if such Indebtedness were incurred on the last day of the most recent Fiscal Quarter end preceding the incurrence of such Indebtedness and including all Indebtedness incurred since such date), any Default under Section 7.2.4 or any other Event of Default has occurred and is then continuing or, on a pro forma basis, would result therefrom.

SECTION 7.2.3.  Liens.  KIL will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:

(a)Liens securing payment of the Obligations granted pursuant to any Loan Document and Permitted Encumbrances;

(b)Liens to secure payment of Indebtedness of the type permitted and described in clause (c) of Section 7.2.2;

(c)Liens granted to secure payment of Indebtedness of the type permitted and described in clauses (d) or (f) of Section 7.2.2 and covering only those assets acquired with the proceeds of such Indebtedness;

(d)Liens for taxes, assessments or other governmental charges or levies not at the time delinquent for more than 60 days or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;

(e)Liens of carriers, warehousemen, mechanics, materialmen and landlords, and other similar Liens arising in the ordinary course of business for sums not overdue

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for more than 60 days or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;

(f)Liens incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;

(g)judgment Liens (x) in existence less than 60 days after the entry thereof (y) with respect to which execution has been stayed or (z) the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;

(h)Liens granted by KIL or any of its Restricted Subsidiaries granted to any holder of Indebtedness of KIL or such Restricted Subsidiary other than Subordinated Noteholders (or trustees or representatives of Subordinated Noteholders) to secure Indebtedness other than Subordinated Debt, consisting of a security interest in cash, Cash Equivalent Investments and/or marketable securities to secure obligations of KIL or such Restricted Subsidiaries which are incurred pursuant to clause (k) of Section 7.2.2; provided that, the Secured Parties hereby agree that (x) the Lien in such cash, Cash Equivalent Investments and/or marketable securities created by the Loan Documents shall be automatically subordinated to any Lien permitted under this clause in respect of the Indebtedness incurred under clause (k) of Section 7.2.2 and (y) they shall have no Lien on, prior to the Effective Date, a deposit of $125,000,000 and, on and after the Effective Date, a deposit of $200,000,000, in each case, cash, Cash Equivalent Investments and/or marketable securities deposited by KIL or such Restricted Subsidiary to secure KIL or such Restricted Subsidiary’s obligations to contribute equity capital under a certain joint venture agreement with respect to the Atlantis, The Palm resort development in Dubai, U.A.E.;

(i)Liens on deposits or similar payments made in connection with Investments permitted by Section 7.2.5 or the acquisition of assets permitted by the terms of this Agreement; provided that the maximum aggregate amount of such deposits or similar payments shall not exceed $20,000,000;

(j)Liens incurred in connection with the extension, renewal or refinancing of Indebtedness secured by the Liens described in clauses (b), (c) or (i) above; provided that any extension, renewal or replacement Lien shall (i) be limited to the property covered by the existing Lien and (ii) secure Indebtedness which is no greater in amount and have material terms no less favorable to the Lenders than the Indebtedness secured by the existing Lien; and

(k)Liens securing Indebtedness permitted to be incurred pursuant to clause (n) of Section 7.2.2.

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SECTION 7.2.4.  Financial Condition.  KIL will not permit:

(a)the Interest Coverage Ratio as of the last day of any Fiscal Quarter ending on or about a date set forth below to be less than 2.50:1.

(b)the Total Leverage Ratio as of the last day of any Fiscal Quarter ending on a date set forth below to be greater than the ratio set forth opposite such date:

Fiscal Quarter Ending	Total Leverage Ratio
On or prior to December 31, 2005	6.50:1
January 1, 2006 through March 31, 2007	6.75:1
April 1, 2007 through June 30, 2007	6.50:1
July 1, 2007 through September 30, 2007	6.25:1
October 1, 2007 through December 31, 2007	6.00:1
January 1, 2008 through December 31, 2008	5.50:1
January 1, 2009 through December 31, 2009	5.25:1
January 1, 2010 and thereafter	5.00:1

(c)the Senior Leverage Ratio as of the last day of any Fiscal Quarter ending on a date set forth below to be greater than the ratio set forth opposite such date:

Fiscal Quarter Ending	Senior Leverage Ratio
On or prior to June 30, 2007	3.50:1
July 1, 2007 through December 31, 2007	3.25:1
January 1, 2008 and thereafter	3.00:1

SECTION 7.2.5.  Investments.  KIL will not, and will not permit any of its Restricted Subsidiaries to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication):

(a)Investments identified in Item 7.2.5(a) (“Ongoing Investments”) of the Disclosure Schedule;

(b)Cash Equivalent Investments;

(c)Investments permitted as Indebtedness pursuant to clauses (b), (c), (g), (h), (i), (j), (k), (l) and (m) of Section 7.2.2;

(d)in the ordinary course of business, Investments by KIL in the Guarantors, or by any Guarantor in any other Guarantor, by way of contributions to or purchases of capital to the extent that all capital stock of other equity interests evidencing such Investments are pledged to the Administrative Agent for the benefit of the Secured Parties pursuant to Section 7.1.7;

(e)Investments in a venture (or in a Person engaged in a venture) of the type permitted by Section 7.2.1, whether or not such Investment is in a Subsidiary of KIL, or,

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after giving effect to such Investment, the Person in which such Investment is made becomes a Subsidiary of KIL, so long as the Total Leverage Ratio as of the last day of the most recent Fiscal Quarter end was less than 4.5:1 calculated as if such Investment was made on such date and including all Indebtedness incurred since such date;

(f)subject to Section 7.2.1, Investments in an aggregate amount not to exceed $400,000,000 plus the sum of (i) 100% of Net Equity Proceeds (if any) received by KIL from and after July 7, 2004, plus (ii) 50% of Net Income of KIL and its Restricted Subsidiaries for each of the full Fiscal Quarters occurring from and after January 1, 2004 (without deduction for losses);

(g)Investments existing on June 30, 2005 and identified in Item 7.2.5(g) of the Disclosure Schedule;

(h)Investments in Atlantis, The Palm in an aggregate amount not to exceed $125,000,000; and

(i)Investments in Resort Co. and SAMAZ, the joint venture entities established for the Magazan resort casino project in Morocco, or their successor entities, up to an aggregate amount not to exceed $55,000,000;

provided, however, that:

(j)any Investment which when made complies with the requirements of the definition of the term “Cash Equivalent Investment” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements; and

(k)no Investment otherwise permitted by clauses (e), (f), (h), or (i) shall be permitted to be made if, immediately before or after giving effect thereto, any Default of the type set forth in clauses (a) through (d) of Section 8.1.9 or any other Event of Default shall have occurred and be continuing or would result therefrom.

SECTION 7.2.6.  Restricted Payments, etc.  KIL will not, and will not permit any of its Restricted Subsidiaries to,

(a)declare or make a Restricted Payment or make any deposit for any Restricted Payment; provided that notwithstanding the foregoing, KIL shall be permitted to declare or make Restricted Payments, so long as both before and after giving effect to such Restricted Payment, no Default has occurred and is continuing or would result therefrom:

(i)in an unlimited amount if (x) as of the last day of the most recent Fiscal Quarter end, the Total Leverage Ratio was less than 4.5:1, and (y) KIL shall have delivered a Compliance Certificate to the Administrative Agent certifying to that effect and evidencing, on a pro forma basis after giving effect to such Restricted Payment, compliance with each of the covenants set forth in

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Section 7.2.4 and after giving effect to such Restricted Payment, the Total Leverage Ratio, on a pro forma basis, remains less than 4.5:1; or

(ii)when aggregated with the amount used to prepay, purchase, redeem or defease Subordinated Debt under clause (b)(ii)(B), in an aggregate amount up to $75,000,000 per Fiscal Year (except in Fiscal Year 2006 during which such amount shall be up to $100,000,000), when aggregated with the amount of Subordinated Notes prepaid, purchased, redeemed or defeased under clause (b)(ii), if the requirements of clause (a)(i) above are not met.

(b)(i)  make any payment or prepayment of principal of, or interest on, any Subordinated Notes (A) on any day other than, in the case of interest only, the stated scheduled date for such payment of interest set forth in the applicable Subordinated Notes or in the applicable Subordinated Note Indenture, or (B) which would violate the terms of the Subordination Provisions of such Subordinated Note Indenture; or (ii) redeem, purchase or defease any Subordinated Notes; provided, that notwithstanding the foregoing, KIL shall be permitted to prepay, purchase, redeem or defease Subordinated Notes, so long as both before and after giving effect thereto, no Default has occurred and is continuing or would result therefrom,

(A) in an unlimited amount if (x) as of the last day of the most recent Fiscal Quarter end, the Total Leverage Ratio was less than 4.5:1, and (y) KIL shall have delivered a Compliance Certificate to the Administrative Agent certifying to that effect and evidencing, on a pro forma basis after giving effect to thereto, compliance with each of the covenants set forth in Section 7.2.4 and after giving effect to thereto, the Total Leverage Ratio, on a pro forma basis, remains less than 4.5:1;

(B)  the principal amount so paid, prepaid, purchased, redeemed or defeased which does not meet the requirements of clauses (b)(A)(x)-(z), when aggregated with the amount of Restricted Payments paid under clause (a)(ii), does not exceed $75,000,000 in the aggregate during any Fiscal Year (except in Fiscal Year 2006 during which such amount shall not exceed $100,000,000); or

(C)  such Subordinated Notes are being prepaid, purchased, redeemed or defeased with the proceeds of new Subordinated Notes otherwise permitted hereunder to be issued;

(c)make any deposit for any of the foregoing purposes in excess of the amounts permitted by clause (a) or (b).

provided, however, that to the extent the amount of all Restricted Payments under clause (a) and all payments and prepayments of principal of, and interest on, any Subordinated Notes under clause (b) actually made during any Fiscal Year are less than $75,000,000 in the aggregate during such Fiscal Year (or less than $100,000,000 in the aggregate during Fiscal Year 2006), then such unused amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by KIL to the Administrative Agent in the Compliance

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Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to KIL and its Restricted Subsidiaries using the $75,000,000 base amount for such succeeding Fiscal Year (or the $100,000,000 base amount for Fiscal Year 2006)).

SECTION 7.2.7.  Capital Expenditures, etc.  KIL will not, and will not permit any of its Restricted Subsidiaries to, make or commit to make Capital Expenditures in connection with the maintenance or restoration of existing assets or to acquire fixed assets to replace other fixed assets no longer useful in the business of KIL and its Restricted Subsidiaries which in any Fiscal Year aggregate in excess of (i) $50,000,000 prior to the official opening of the Atlantis Phase III expansion and (ii) $75,000,000 thereafter; provided, however, that to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year without giving effect to this proviso exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by KIL to the Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to KIL and its Restricted Subsidiaries using the $50,000,000 or $75,000,000 base amount, as applicable, for such succeeding Fiscal Year, without giving effect to such carry-forward).  The Lenders acknowledge and agree that, except as to the limitations set forth above, KIL and its Restricted Subsidiaries shall be permitted to make other Capital Expenditures.

SECTION 7.2.8.  Transactions with Affiliates.  KIL will not, and will not permit any of its Restricted Subsidiaries to, enter into, or cause, suffer or permit to exist any arrangement or contract with any of its other Affiliates unless such arrangement or contract is fair and equitable to KIL or such Restricted Subsidiary and is an arrangement or contract of the kind which would be entered into by a prudent Person in the position of KIL or such Restricted Subsidiary with a Person which is not one of its Affiliates.

SECTION 7.2.9.  Restrictive Agreements, etc.  The Borrowers will not, and will not permit any of their respective Significant Subsidiaries or Quasi-Restricted Subsidiaries to, enter into any agreement (excluding (i) this Agreement and any other Loan Document, (ii) in the case of clause (a)(i) below, any agreement governing any Indebtedness permitted by clause (d) or (f) of Section 7.2.2 as to the assets financed with the proceeds of such Indebtedness and (iii) in the case of clause (a) below, as required under applicable laws binding on KINA and its Restricted Subsidiaries) prohibiting:

(a)the (i) creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, or (ii) ability of KIL or any other Obligor to amend or otherwise modify this Agreement or any other Loan Document; or

(b)the ability of the Borrowers or any of their respective Significant Subsidiaries or Quasi-Restricted Subsidiaries to make any payments, directly or indirectly, to any Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on Investments, or the ability of any Borrower or any such

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Significant Subsidiary or Quasi-Restricted Subsidiary to make any payment, directly or indirectly, to any Borrower.

SECTION 7.2.10.  Consolidation, Merger, etc.  The Borrowers will not, and will not permit any of their respective Restricted Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all of the capital stock or all or substantially all of the assets of any Person (or of any division or line of business thereof) except:

(a)any wholly-owned Subsidiary that is a Guarantor may liquidate or dissolve voluntarily into, and may merge with and into, KIL or any other wholly-owned Subsidiary that is a Guarantor, and the assets or stock of any wholly-owned Subsidiary that is a Guarantor may be purchased or otherwise acquired by KIL or any other wholly-owned Subsidiary that is a Guarantor;

(b)so long as no Default of the type set forth in clauses (a) through (d) of Section 8.1.9 or any other Event of Default has occurred and is continuing or would occur as a result of, and after giving effect thereto, KIL or any of its Restricted Subsidiaries may purchase all or substantially all of the assets (or of any division or line of business thereof) or all of the capital stock of any Person if permitted (without duplication) by Section 7.2.7 to be made as a Capital Expenditure or if permitted as an Investment pursuant to clause (e) or (f) of Section 7.2.5; and

(c)any Restricted Subsidiary that is not a Guarantor, a Borrower, a Significant Subsidiary or a Quasi-Restricted Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, any other Restricted Subsidiary, a Guarantor or any other Person.

SECTION 7.2.11.  Asset Dispositions, etc.  KIL will not, and will not permit any of its Restricted Subsidiaries to sell, transfer, lease, contribute or otherwise convey, or grant options, warrants or other rights (collectively referred to as a “Disposition”), with respect to, any assets of KIL or any Restricted Subsidiary (including accounts receivable and capital stock of Restricted Subsidiaries) to any Person, unless: (a) such Disposition is of all or substantially all of the Core Assets (or of any interest therein, including the ownership interest in the Person holding title to such Core Asset or any real property upon which any Core Asset is situated) and the prior written consent of all Lenders (which may be granted or withheld in their sole discretion) shall have been obtained; (b) such Disposition is of the Relinquishment Agreement or the Omnibus Termination Agreement (or any interest therein, including the ownership interest in the Person(s) holding title to the Relinquishment Agreement or the Omnibus Termination Agreement) and the prior written consent of the Required Lenders (which may be granted or withheld in their sole discretion) shall have been obtained (and in the event of such a Disposition, all representations, covenants and other provisions in this Agreement which relate to the agreements so disposed of will be deemed to be removed from this Agreement and the other Loan Documents); (c) such Disposition is of any real property contiguous to Core Assets (or of any interest therein, including the ownership interest in the Person holding title to such real property or any real property upon which Core Assets are situated) and the terms of such Disposition do not contain any restrictions, agreements or covenants that will interfere in any material adverse respect with

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access to or the operations of any Core Assets; (d) such Disposition is not a disposition described in clauses (a) through (c) above; and (e) in the case of any Disposition (including those described in the preceding clauses (a) through (d)), the Net Cash Proceeds (as such term is defined in the Existing Indentures) thereof are applied in conformity with the provisions of the Existing Indentures and, to the extent applicable, Section 2.2.2.  So long as no Event of Default shall then be continuing, upon a Disposition permitted by this Section, (i) the Lien in favor of the Secured Parties upon the assets so sold, transferred, leased, contributed or conveyed shall automatically terminate and be released, and (ii) if the assets so sold, transferred, leased, contributed or conveyed are shares of capital stock of a Restricted Subsidiary, then the Guaranty and Security Agreement, if any, executed by such Restricted Subsidiary shall automatically terminate and the obligations of, and the Lien in favor of the Secured Parties upon the assets of, such Restricted Subsidiary shall automatically terminate and be released and the Restricted Subsidiary shall have no further obligations thereunder, and in each case the Administrative Agent and the Lenders shall execute, acknowledge, and deliver such acts, assurances, amendments to the Guaranty and Security Agreement, and such other instruments and documents necessary to give effect to the foregoing.

SECTION 7.2.12.  Modification of Certain Agreements.  KIL will not, and will not permit any of its Restricted Subsidiaries to, agree to or, in the case of the Relinquishment Agreement, vote in favor of, any material amendment or other modification to the Relinquishment Agreement, the Omnibus Termination Agreement, or (to the extent not restricted by law) permit the Relinquishment Agreement or the Omnibus Termination Agreement to be amended if the result thereof would have a material adverse effect on the Lenders; it being acknowledged and agreed by the parties hereto that any amendment or other modification which would have the effect of (i) reducing any fees paid to KIL or any Restricted Subsidiary under the Relinquishment Agreement, (ii) shortening the term of the Relinquishment Agreement or (iii) allowing the fees or other amounts payable under the Relinquishment Agreement to be paid to any Person or Persons other than TCA, KIL or a Guarantor, shall, in each case, be deemed to have a material adverse effect on the Lenders.

SECTION 7.2.13.  Modification of Subordinated Debt Documents.  Without the prior written consent of the Required Lenders, KIL will not, and will not permit any of its Restricted Subsidiaries to, consent to any amendment, supplement or other modification of any of the terms or provisions contained in, or applicable to, any Subordinated Debt (including any Subordinated Note Indenture or any of the Subordinated Notes), or any guarantees delivered in connection with any Subordinated Debt (collectively, the “Restricted Agreements”), or make any payment in order to obtain an amendment thereof or change thereto, if the effect of such amendment, supplement, modification or change is to (i) increase the principal amount of, or increase the interest rate on, or add or increase any fee with respect to such Subordinated Debt or any such Restricted Agreement, advance any dates upon which payments of principal or interest are due thereon or change any of the covenants with respect thereto in a manner which is more restrictive to KIL or any of its Restricted Subsidiaries or (ii) change any event of default or condition to an event of default with respect thereto, change the redemption, prepayment or defeasance provisions thereof or change the Subordination Provisions thereof.

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SECTION 7.2.14.  Assets/Revenues in Other than Significant Subsidiaries and Guarantors.  KIL will not permit more than (a) (i) 15%, at all times prior to the creation of any Quasi-Restricted Subsidiaries and (ii) 20%, at all times following the creation of any Quasi-Restricted Subsidiaries, in each case, of the consolidated revenues of KIL and its Subsidiaries during any Fiscal Quarter or (b) (i) 15%, at all times prior to the creation of any Quasi-Restricted Subsidiaries and (ii) 20%, at all times following the creation of any Quasi-Restricted Subsidiaries, in each case, of the consolidated assets of KIL and its Subsidiaries at the end of any Fiscal Quarter, to be generated or owned by other than the Borrowers, Significant Subsidiaries or other Guarantors.

ARTICLE VIII

EVENTS OF DEFAULT

SECTION 8.1.  Events of Default.  Each of the following events or occurrences described in this Section 8.1 shall constitute an “Event of Default”.

SECTION 8.1.1.  Non-Payment of Obligations.  Any Borrower shall default (i) in the payment or prepayment when due of any principal on any Credit Extension or repayment of any Reimbursement Obligation, or (ii) in the payment when due of any interest on any Credit Extension or any commitment fee (and such default shall continue unremedied for a period of three Business Days), or (iii) in the payment of any other Obligation (and such default shall continue unremedied for a period of 15 days following the submission of an invoice to the relevant Borrower and KIL in respect of such other Obligation).

SECTION 8.1.2.  Breach of Warranty.  The representations and warranties of KIL or any other Obligor made or deemed to be made hereunder or in any other Loan Document executed by it or any other writing or certificate furnished by or on behalf of any Obligor to the Administrative Agent, the Issuer or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document (including any certificates delivered pursuant to Article V) is or shall be incorrect when made in any material respect.

SECTION 8.1.3.  Non-Performance of Certain Covenants and Obligations.  Any Borrower shall default in the due performance and observance of any of its obligations under Sections 7.1.1, 7.1.4, 7.1.6, 7.1.7 or 7.2.

SECTION 8.1.4.  Non-Performance of Other Covenants and Obligations.  Any Obligor shall default in the due performance and observance of any other agreement contained herein or in any other Loan Document executed by it, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to the relevant Obligor and KIL by the Administrative Agent.

SECTION 8.1.5.  Default on Other Indebtedness.  A default shall occur in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Indebtedness (other than Indebtedness described in Section 8.1.1) of any Borrower or any Significant Subsidiary having a principal amount, individually or in the aggregate, in excess of $40,000,000, or a default shall occur in the performance or observance of any obligation or

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condition with respect to such Indebtedness of any Borrower or any Significant Subsidiary which results in the acceleration of the maturity of any such Indebtedness or such default shall continue unremedied for any applicable period of time sufficient to permit the holder or holders of such Indebtedness of any Borrower or any Significant Subsidiary, or any trustee or agent for such holders, to cause such Indebtedness to become due and payable prior to its expressed maturity.

SECTION 8.1.6.  Judgments.  Any judgment or order for the payment of money individually or in the aggregate in excess of $40,000,000 (exclusive of any amounts fully covered by insurance (other than self-insurance) and less any applicable deductible and as to which the insurer has not disputed its responsibility to cover such judgment or order) shall be rendered against the Borrowers, any Significant Subsidiary or any Quasi-Restricted Subsidiary and such judgment or order shall not have been vacated or discharged or stayed or bonded pending appeal within 60 days after the entry thereof or enforcement proceedings shall have been commenced by any creditor upon such judgment or order.

SECTION 8.1.7.  Pension Plans.  Any of the following events shall occur with respect to any Pension Plan:

(a)the institution of any steps by any Borrower, any member of their respective Controlled Group or any other Person to terminate a Pension Plan if, as a result of such termination, such Borrower or any such member could be required to make a contribution to such Pension Plan, or would reasonably expect to incur a liability or obligation to such Pension Plan, that would be secured under existing law or otherwise prior to or pari passu with the Secured Parties, in an amount in excess of $40,000,000; or

(b)a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under section 302(f) of ERISA for an amount in excess of $40,000,000.

SECTION 8.1.8.  Change in Control.  Any Change in Control shall occur.

SECTION 8.1.9.  Bankruptcy, Insolvency, etc.  Any Borrower or any of their respective Significant Subsidiaries or Quasi-Restricted Subsidiaries or any Obligor shall:

(a)become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due;

(b)apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any property of any thereof, or make a general assignment for the benefit of creditors;

(c)in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that each such Person hereby expressly authorizes the Administrative Agent, the Issuer and each Lender to appear in any court conducting

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any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;

(d)permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of any such Person, and, if any such case or proceeding is not commenced by such Person, such case or proceeding shall be consented to or acquiesced in by such Person or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that each such Person hereby expressly authorizes the Administrative Agent, the Issuer and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or

(e)take any action authorizing or effecting any of the foregoing.

SECTION 8.1.10.  Impairment of Security, etc.  Any Loan Document, or any Lien granted thereunder, shall (except in accordance with its terms), in whole or in any material part, terminate, cease to be effective in any material respect or cease to be the legally valid, binding and enforceable obligation of any Obligor party thereto in any material respect; KIL or any other Obligor or any other party shall, directly or indirectly, contest in any manner such effectiveness, validity, binding nature or enforceability; or any Lien securing any Obligation shall, in whole or in any material part, cease to be a perfected first priority Lien, subject only to those exceptions expressly permitted by such Loan Document.

SECTION 8.1.11.  Amendments to, or Termination of, Certain Agreements.  Subject to Section 7.2.11(b), the Relinquishment Agreement or the Omnibus Termination Agreement shall, in whole or in part, be amended, supplemented, modified, terminated, cease to be effective or cease to be the legally valid, binding and enforceable obligation in any material respect of any party thereto, in each case if the effect of such amendment, supplement, modification, termination or other action, has a Material Adverse Effect.

SECTION 8.1.12.  Loss of Bahamian Approvals.  The approval of the Exchange Control of The Central Bank of the Commonwealth of The Bahamas with respect to this Agreement or the Notes delivered by KIBL or KIL, and the undertaking to make available to KIBL or KIL and the other Obligors such foreign exchange as may be necessary to enable KIBL or KIL and the other Obligors to fulfill their payment obligations in Dollars, ceases to be in full force and effect and KIBL or KIL shall fail to renew the same within 120 days or alternative arrangements shall not have been made by KIBL or KIL for payment of the Obligations in Dollars.

SECTION 8.1.13.  Loss or Revocation of Casino License.  Any Casino License (or the aggregated number of licenses in the case of clause (ii) of the definition of “Casino Licenses”) is revoked, suspended, rescinded, denied or not renewed when required in accordance with its terms and as a result the casino or casinos governed thereby are not able to operate for a period of 30 or more days.

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SECTION 8.1.14.  Loss of Property; Change in Management.  KIBL or any Obligor that is a Significant Subsidiary or any material part of the revenues or assets of KIBL, such Obligors or the Bahamas Property (as the case may be) is seized, nationalized, expropriated or compulsorily purchased or any applicable authority resolves to make an order for such seizure, nationalization, expropriation or compulsory purchase (and, in the case of an Obligor that is a Significant Subsidiary, such order shall not have been vacated, discharged, stayed or bonded pending appeal within 30 Business Days from the date of issuance thereof) or the management of KIBL or such Obligor is wholly or partially displaced or its authority in the conduct of its business is wholly or partially curtailed and in each case such action would reasonably be expected to have a Material Adverse Effect.

SECTION 8.1.15.  Failure of Subordination.  The subordination provisions relating to any Subordinated Note Indenture or contained in any Subordinated Notes (the “Subordination Provisions”) shall fail to be enforceable by the Lender Parties (which have not effectively waived the benefits thereof) in accordance with the terms thereof, or the principal or interest on any Loan, Reimbursement Obligation or other monetary Obligations shall fail to constitute Senior Indebtedness, “Senior Debt” or the same (or any other similar) term used to define the monetary Obligations; or any Subordinated Debt Issuer (or guarantor of any Subordinated Debt) shall, directly or indirectly, disavow or contest in any manner (i) the effectiveness, validity or enforceability of any of the Subordination Provisions, or (ii) that any of such Subordination Provisions exist for the benefit of the Lender Parties.

SECTION 8.2.  Action if Bankruptcy.  If any Event of Default described in clauses (a) through (d) of Section 8.1.9 shall occur, the Commitments (if not theretofore terminated) shall automatically terminate and the outstanding principal amount of all outstanding Loans and all other Obligations shall automatically be and become immediately due and payable, without notice or demand.

SECTION 8.3.  Action if Other Event of Default.  If any Event of Default (other than any Event of Default described in clauses (a) through (d) of Section 8.1.9) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall by notice to the Borrowers declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate.

ARTICLE IX

AGENTS

SECTION 9.1.  Actions.  Each Lender and the Issuer hereby appoint JPMCB as its Administrative Agent under and for purposes of this Agreement and each other Loan Document.  Each Lender and the Issuer authorize the Administrative Agent to act on behalf of the Issuer or Lender under this Agreement and each other Loan Document as Administrative Agent and, in the absence of other written instructions from the Required Lenders received from time to time

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by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of such Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto.  Each Lender and the Issuer hereby indemnify (which indemnity shall survive any termination of this Agreement) the Administrative Agent according to such Lender’s Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement and any other Loan Document, including reasonable attorneys’ fees, and as to which the Administrative Agent is not reimbursed by an Obligor; provided, however, that no Lender or Issuer shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct.  The Administrative Agent shall not be required to take, or omit to take, any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction.  If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

SECTION 9.2.  Funding Reliance, etc.  Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender by 5:00 p.m., New York time, on the day prior to a Borrowing that such Lender will not make available the amount which would constitute its Percentage of such Borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount.  If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, such Lender severally and each Borrower jointly and severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the applicable Borrower to the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing.

SECTION 9.3.  Exculpation.  Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable to any Secured Party for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence, nor responsible for any recitals or warranties herein or therein, nor for the effectiveness, enforceability, validity or due execution of this Agreement or any other Loan Document, nor for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, nor to make any inquiry respecting the performance by any Obligor of its obligations hereunder or under any other Loan Document.  Any such inquiry which may be made by the Administrative

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Agent shall not obligate it to make any further inquiry or to take any action.  The Administrative Agent shall be entitled to rely upon advice of counsel concerning legal matters and upon any notice, consent, certificate, statement or writing which the Administrative Agent believes to be genuine and to have been presented by a proper Person.

SECTION 9.4.  Successor.  The Administrative Agent may resign as such at any time upon at least 60 days’ prior notice to KIL and all Lenders.  If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent which, with the prior written consent of KIL, not to be unreasonably withheld or delayed, shall thereupon become the Administrative Agent hereunder.  If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $500,000,000.  Upon the acceptance of any appointment as Administrative Agent hereunder, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement.  After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of (i) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

SECTION 9.5.  Loans by Administrative Agent.  The Administrative Agent shall have the same rights and powers with respect to (x) the Credit Extensions made by either of them or any of their respective Affiliates, and (y) the Notes held by either of them or any of their respective Affiliates as any other Lender and may exercise the same as if it were not the Administrative Agent.  The Administrative Agent and their respective Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with any Borrower or any Subsidiary or Affiliate of KIL as if such Agent were not the Administrative Agent hereunder, including being a counterparty to a Rate Protection Agreement.

SECTION 9.6.  Credit Decisions.  Each Lender acknowledges that it has, independently of each Agent and each other Lender, and based on such Lender’s review of the financial information of the Borrowers, this Agreement, the other Loan Documents and such other documents, information and investigations as such Lender has deemed appropriate, made its own credit decision to extend its Commitment.  Each Lender also acknowledges that it will, independently of each Agent and each other Lender, and based on such other documents, information and investigations as it shall deem appropriate at any time, continue to make its own credit decisions as to exercising or not exercising from time to time any rights and privileges available to it under this Agreement or any other Loan Document.

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SECTION 9.7.  Copies, etc.  The Administrative Agent shall give prompt notice to each Lender of each notice or request required or permitted to be given to such Agent by any Borrower pursuant to the terms of this Agreement unless concurrently delivered to the Lenders by a Borrower.  The Administrative Agent will distribute to each Lender each document or instrument received for its account and copies of all other communications received by the Administrative Agent from each Borrower for distribution to the Lenders by such Agent in accordance with the terms of this Agreement.

SECTION 9.8.  Administrative Agent Independent Rights.  Each of the parties hereto hereby agrees that (i) the Administrative Agent will be a joint and several creditor of each and every Obligation of each Borrower and the Obligors under the Credit Agreement and each other Loan Document, (ii) subject to the provisions hereof, the Administrative Agent shall have its own independent right to demand performance by a Borrower and each other Obligor of the Obligations under this Agreement and each other Loan Document and (iii) any payments made directly to the Administrative Agent in respect of the Obligations shall have been deemed to have been made by such Borrower or such other Obligor for the benefit of the Lender Parties.

SECTION 9.9.  The Syndication Agent, the Co-Documentation Agents and the Co-Lead Arrangers.  Notwithstanding anything else to the contrary contained in this Agreement or any other Loan Document, none of the Syndication Agent, the Co-Documentation Agents or the Co-Lead Arrangers, in such capacities, shall have any rights, duties or responsibilities under this Agreement or any other Loan Document, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any Loan Document or otherwise exist against any Syndication Agent, Co-Documentation Agent or Co-Lead Arranger.

ARTICLE X

MISCELLANEOUS PROVISIONS

SECTION 10.1.  Waivers, Amendments, etc.  The provisions of this Agreement and of each other Loan Document (other than the Fee Letters or a Rate Protection Agreement) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrowers and the Required Lenders (except as permitted in accordance with clause d of Section 2.2.3); provided, however, that no such amendment, modification or waiver which would:

(a)modify any requirement hereunder that any particular action be taken by all the Lenders shall be effective unless consented to by each Lender;

(b)modify this Section 10.1, decrease the percentage contained in the definition of “Required Lenders”, release (i) all or substantially all collateral security or (ii) all or substantially all of the Guarantors from their obligations under the Guarantees or under Section 3.4, except as otherwise specifically provided in any Loan Document, or extend the Commitment Termination Date shall be made without the consent of each Lender (it being agreed that no consent need be obtained in the case of the release of collateral in accordance with Section 7.2.11);

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(c)increase the aggregate amount of Credit Extensions required to be made by or participated in by a Lender, reduce any fees described in Article III payable to a Lender, extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on any Loan (or reduce the principal amount of or rate of interest on any Loan (other than the rate of interest on any amounts past due under Section 3.2.2) of a Lender shall be made without the consent of such adversely affected Lender;

(d)increase the Stated Amount of any Letter of Credit unless consented to by the Issuer of such Letter of Credit;

(e)modify Section 3.1.2 without the consent of the Swingline Lender;

(f)affect adversely the interests, rights or obligations of any Agent in its capacity as an Agent or the Issuer in its capacity as the Issuer shall be made without consent of such Agent or the Issuer or the Swingline Lender in its capacity as Swingline Lender, as the case may be; or

(g)waive payment defaults shall be made without the consent of each Lender.

No failure or delay on the part of any Lender Party in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right.  No notice to or demand on any Borrower or any other Obligor in any case shall entitle it to any notice or demand in similar or other circumstances.  No waiver or approval by any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions.  No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

SECTION 10.2.  Notices.  All notices and other communications provided to any party hereto under this Agreement or any other Loan Document shall be in writing or by facsimile and addressed, delivered or transmitted to such party at its address or facsimile number set forth below its signature hereto or set forth in the Lender Assignment Agreement or at such other address or facsimile number as may be designated by such party in a notice to the other parties.  Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when received.  Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender.  The Administrative Agent or the Borrowers may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by such Person in writing; provided that approval of such procedures may be limited to particular notices or communications.

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SECTION 10.3.  Payment of Costs and Expenses.  The Borrowers jointly and severally agree to pay on demand all expenses of the Administrative Agent (including reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent and of local counsel, if any, who may be retained by counsel to the Administrative Agent) in connection with:

(a)the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated;

(b)the filing, recording, refiling or rerecording of any Collateral Document and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any Collateral Document or any other Loan Document; and

(c)the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document.

The Borrowers further jointly and severally agree to pay, and to save the Administrative Agent, the Issuer and the Lenders harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions hereunder, or the issuance of the Notes or any other Loan Documents.  The Borrowers also jointly and severally agree to reimburse the Administrative Agent, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including attorneys’ fees and legal expenses) incurred by the Administrative Agent, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or “work-out”, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

SECTION 10.4.  Indemnification.  In consideration of the execution and delivery of this Agreement by each Lender and the extension of the Commitment, the Borrowers hereby jointly and severally indemnify, exonerate and hold each of the Administrative Agent, the Swingline Lender, the Issuer, the Co-Lead Arrangers, the Syndication Agent, the Co-Documentation Agent and each Lender and each of their respective officers, directors, employees and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all actions, causes of action, suits, losses, costs, liabilities and damages, and expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys’ fees and disbursements (collectively, the “Indemnified Liabilities”), incurred by the Indemnified Parties or any of them as a result of, or arising out of, or relating to:

(a)any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Credit Extension;

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(b)the entering into and performance of this Agreement and any other Loan Document by any of the Indemnified Parties, so long as the same shall not have constituted a breach thereof by such Indemnified Party (including any action brought by or on behalf of any Borrower as the result of any determination by the Required Lenders pursuant to Article V not to fund any Credit Extension);

(c)any investigation, litigation or proceeding related to any acquisition or proposed acquisition by KIL or any of its Subsidiaries of all or any portion of the stock or assets of any Person, whether or not such Agent, the Issuer or such Lender is party thereto;

(d)any investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or the Release by KIL or any of its Subsidiaries of any Hazardous Material; or

(e)the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or releases from, any real property owned or operated by KIL or any Subsidiary thereof of any Hazardous Material (including any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law), regardless of whether caused by, or within the control of, KIL or such Subsidiary,

except for any such Indemnified Liabilities arising for the account of a particular Indemnified Party by reason of the relevant Indemnified Party’s gross negligence or willful misconduct.  If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Borrowers jointly and severally hereby agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.  To the extent permitted by applicable law, the Borrowers shall not assert, and hereby waive, any claim against any Indemnified Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any Loan or Letter of Credit or the use of the proceeds thereof.

SECTION 10.5.  Survival.  The obligations of the Borrowers under Sections 4.3, 4.4, 4.5, 4.6, 10.3 and 10.4, and the obligations of the Lenders under Section 9.1, shall in each case survive any termination of this Agreement, the payment in full of all Obligations and the termination of all Commitments.  The representations and warranties made by each Obligor in this Agreement and in each other Loan Document shall survive the execution and delivery of this Agreement and each such other Loan Document.

SECTION 10.6.  Severability.  Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or such Loan Document or affecting the validity or enforceability of such provision in any other jurisdiction.

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SECTION 10.7.  Headings.  The various headings of this Agreement and of each other Loan Document are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or such other Loan Document or any provisions hereof or thereof.

SECTION 10.8.  Execution in Counterparts, Effectiveness, etc.  This Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.  This Agreement shall become effective when (i) counterparts hereof executed on behalf of the Borrowers, the Issuer, the Administrative Agent and each Lender (or notice thereof satisfactory to the Administrative Agent) shall have been received by the Administrative Agent and notice thereof shall have been given by the Administrative Agent to KIL and each Lender, (ii) the conditions precedent set forth in Section 5.1 shall have been satisfied or waived in full, and (iii) the Administrative Agent (or, in the case of amounts payable under the Fee Letters, the applicable Lender) shall have received for its own account, or for the account of such Lender, as the case may be, all fees, costs and expenses due and payable pursuant to Sections 3.3 and 10.3, if then invoiced.

SECTION 10.9.  Governing Law; Entire Agreement.  THIS AGREEMENT, THE NOTES AND EACH OTHER LOAN DOCUMENT (OTHER THAN THE FOREIGN PLEDGE AGREEMENTS, THE MORTGAGES AND THE DEBENTURES) SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.  This Agreement and the other Loan Documents (including the Fee Letters) constitute the entire understanding among the parties hereto with respect to the subject matter hereof and thereof and supersede any prior agreements, written or oral, with respect thereto.  In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Debentures or the Mortgages the terms and conditions of this Agreement shall prevail.

SECTION 10.10.  Successors and Assigns.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that:

(a)neither any Borrower nor any other Obligor may assign or transfer its rights or obligations hereunder without the prior written consent of all Lenders; and

(b)the rights of sale, assignment and transfer of the Lenders are subject to Section 10.11.

SECTION 10.11.  Sale and Transfer of Loans and Note; Participations in Loans and Note.  Each Lender may assign, or sell participations in, its Loans, Letters of Credit participations and Commitment to one or more other Persons in accordance with this Section 10.11.

SECTION 10.11.1.  Assignments.  (a)  Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may (i) be assigned in any amount to another Lender or to an Affiliate or Approved Fund of the assigning Lender or another Lender with the giving of

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notice to the Borrowers and the Administrative Agent or (ii) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee (treating any two or more Approved Funds with the same investment advisor as a single Eligible Assignee) (each such assignee in clauses (i) and (ii) being an “Assignee Lender”) with the giving of notice to the Borrowers and with the consent of the Borrowers (unless an Event of Default has occurred and is continuing), the Issuer (other than an assignment of a Term Loan Commitment) and the Administrative Agent (which consent of the Borrowers, the Issuer and the Administrative Agent shall not be unreasonably withheld or delayed), provided that, in the case of any assignment to an Affiliate or Approved Fund of the assigning Lender, the Borrowers and Guarantors shall not be required to pay any amount under Section 4.3, 4.4, 4.5 or 4.6 that is greater than the amount which it would have been required to pay had no assignment to an Affiliate or Approved Fund been made.  To the extent of any such assignment in accordance with either clause (i) or (ii) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned.  The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a Lender Assignment Agreement, together with a processing and recordation fee of $3,500 (provided that (i) no such processing and recordation fee shall be payable if the Assignee Lender is an Affiliate of the assignor or a Person under common management with the assignor, and (ii) only one such fee shall be required in connection with a simultaneous assignment to a group of Approved Funds with the same investment advisor) and such forms (including an administrative questionnaire if the Assignee Lender was not previously a Lender), certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the Assignee Lender under such Lender Assignment Agreement may be required to deliver to the Borrowers and the Administrative Agent pursuant to Section 4.6 (with a copy of such forms, certificates or other evidence delivered to the Borrowers).  Upon such execution, delivery, acceptance and recordation, from and after the effective date specified in such Lender Assignment Agreement, (y) the Assignee Lender thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Lender Assignment Agreement, shall have the rights and obligations of a Lender hereunder, and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Assignment Agreement, relinquish its rights (other than any rights which expressly survive the termination of this Agreement) and be released from its obligations under this Agreement (and, in the case of a Lender Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuer with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of the Issuer with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder).  The Commitments hereunder shall be modified to reflect the Commitment of such Assignee Lender and any remaining Commitment of such assigning Lender and the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the Assignee Lender and/or the assigning Lender, be issued to the

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Assignee Lender and/or the assigning Lender, to reflect the new Commitments and/or outstanding Loans of the Assignee Lender and/or the assigning Lender.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.11.1(a) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.11.2.

(b)Upon its receipt of a Lender Assignment Agreement executed by an assigning Lender and an Assignee Lender representing that it is an Eligible Assignee, together with the processing and recordation fee (if so required) referred to in Section 10.11.1(a) and any forms, certificates or other evidence with respect to United States federal income tax withholding matters that such Assignee Lender may be required to deliver to the Administrative Agent pursuant to Section 4.6, the Administrative Agent shall, if the Administrative Agent (and if necessary, the Borrower) has consented to the assignment evidenced thereby (in each case to the extent such consent is required pursuant to Section 10.11.1(a)), (a) accept such Lender Assignment Agreement by executing a counterpart thereof as provided therein (which acceptance shall evidence any required consent of the Administrative Agent to such assignment), (b) record the information contained therein in the Register, and (c) give prompt notice thereof to the Borrowers.  The Administrative Agent shall maintain a copy of each Lender Assignment Agreement delivered to and accepted by it as provided in this Section 10.11.1(b).

(c)If the consent of the Borrowers to an assignment or to an Eligible Assignee is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified in Section 10.11.1(a)), the Borrowers shall be deemed to have given their consent ten Business Days after the date notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrowers prior to such fifth Business Day.

(d)Notwithstanding anything to the contrary set forth above, any Lender may (without requesting the consent of any Borrower or the Administrative Agent) pledge its Loans to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank.

SECTION 10.11.2.  Participations.  Any Lender may at any time sell to one or more commercial banks or other financial institutions (each of such commercial banks and other financial institutions being herein called a “Participant”) participating interests in any of the Loans, Loan Commitment, Letter of Credit Commitment and Letter of Credit Outstandings participated in by it, or other interests of such Lender hereunder; provided, however, that:

(a)no participation contemplated in this Section 10.11 shall relieve such Lender from its Commitment or its other obligations hereunder or under any other Loan Document;

(b)such Lender shall remain solely responsible for the performance of its Commitment and such other obligations;

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(c)each Obligor and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and each of the other Loan Documents;

(d)no Participant, unless such Participant is an Affiliate of such Lender, or is itself a Lender, shall be entitled to require such Lender to take or refrain from taking any action hereunder or under any other Loan Document, and no Lender shall take or refrain from taking any action hereunder or under any other Loan Document upon the instruction or in accordance with the direction of any Participant except that such Lender may agree with any Participant that such Lender will not, without such Participant’s consent, take any actions of the type described in clause (b) or (c) of Section 10.1; and

(e)no Obligor shall be required to pay any amount under Section 4.3, 4.4, 4.5, or 4.6 that is greater than the amount which it would have been required to pay had no participating interest been sold.

(f)Each Lender that sells a participating interest in any Loan, Commitment or other interest to a Participant shall, as agent of the Borrowers solely for the purpose of this Section 10.11.2, record in book entries maintained by such Lender the name and the amount of the participating interest of each Participant entitled to receive payments in respect of such participating interests.

Each Obligor acknowledges and agrees that each Participant, for purposes of Sections 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 10.3 and 10.4, shall be considered a Lender.

SECTION 10.12.  Other Transactions.  Nothing contained herein shall preclude any Agent, the Issuer or any other Lender from engaging in any transaction, in addition to those contemplated by this Agreement or any other Loan Document, with KIL or any of its Affiliates in which KIL or such Affiliate is not restricted hereby from engaging with any other Person.

SECTION 10.13.  Forum Selection and Consent to Jurisdiction.  ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY AGENT, THE ISSUER, THE LENDERS, OR THE OBLIGORS SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK, COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, COUNTY OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION.  EACH

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BORROWER HEREBY IRREVOCABLY APPOINTS CT CORPORATION SYSTEMS (THE “PROCESS AGENT”), WITH AN OFFICE ON THE DATE HEREOF AT 111 EIGHTH AVENUE, 13^th FLOOR, NEW YORK, NEW YORK 10011, UNITED STATES, AS ITS AGENT TO RECEIVE, ON SUCH PERSON’S BEHALF AND ON BEHALF OF SUCH PERSON’S PROPERTY, SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING.  SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS TO SUCH PERSON IN CARE OF THE PROCESS AGENT AT THE PROCESS AGENT’S ABOVE ADDRESS, AND EACH BORROWER HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE PROCESS AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF.  AS AN ALTERNATIVE METHOD OF SERVICE, EACH BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK.  EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  TO THE EXTENT THAT SUCH BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OF FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

SECTION 10.14.  Waiver of Jury Trial.  EACH AGENT, THE ISSUER, THE LENDERS, EACH BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE AGENTS, THE ISSUER, THE LENDERS OR THE BORROWERS.  EACH BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENTS, THE ISSUER, AND THE LENDERS ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.

SECTION 10.15.  Judgment Currency.  The Obligations of each Borrower and each other Obligor in respect of any sum due to any Lender or the Administrative Agent hereunder, under the Notes or under or in respect of any other Loan Document shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum was originally denominated (the “Original Currency”), be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent of any sum

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adjudged to be so due in the Judgment Currency, such Lender or the Administrative Agent, in accordance with normal banking procedures, purchases the Original Currency with the Judgment Currency.  If the amount of Original Currency so purchased is less than the sum originally due to such Lender or the Administrative Agent, each Borrower agrees as a separate obligation and notwithstanding any such judgment, to indemnify each Lender and the Administrative Agent, as the case may be, against such loss, and if the amount of Original Currency so purchased exceeds the sum originally due to such Lender and the Administrative Agent, as the case may be, each Lender and the Administrative Agent agree to remit any excess to the applicable Obligor.  If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due under any Loan Document in another currency into Dollars or into a Foreign Currency, as the case may be, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures, the applicable Secured Party could purchase such other currency with Dollars or with such Foreign Currency, as the case may be, in New York City, at the close of business on the Business Day immediately preceding the day on which final judgment is given, together with any premiums and costs of exchange payable in connection with such purchase.

SECTION 10.16.  Confidentiality.  Each of the Lenders and the Agents shall keep confidential all non-public information obtained pursuant to the requirements of or in connection with this Agreement which has been identified as such by KIL in accordance with their customary procedures for handling confidential information of this nature and in accordance with safe and sound banking practices.  Subject to Sections 10.11.1 and 10.11.2, such Lenders and Agents may make disclosure (i) to prospective Assignee Lenders or Participants in connection with the contemplated assignment or participation of all or any part of their Loans and Commitment so long as any such information so disclosed is identified as confidential and such prospective Assignee Lender or Participant is instructed to maintain the confidentiality thereof, (ii) to their examiners, Subsidiaries, outside auditors, counsel and other professional advisors in connection with this Agreement and (iii) as required or requested by any governmental authority or representative thereof or pursuant to legal process; provided that, unless specifically prohibited by applicable law or court order, each Lender or Agent, as the case may be, shall endeavor to notify KIL of any request by any governmental agency or representative thereof (other than any such request in connection with an examination of the financial condition of such Lender by such governmental agency) for disclosure of any such non-public information prior to disclosure of such information; and provided, further, that in no event shall any Lender be obligated or required to return any materials furnished by any Obligor.

SECTION 10.17.  Schedules.  The information set forth in the Schedules (including the Disclosure Schedule) to this Agreement is qualified in its entirety by reference to the specific provisions of this Agreement and is not intended to constitute, and shall not be construed as constituting, representations or warranties of the party to which such Schedules relate except as and to the extent provided in this Agreement.  Inclusion of information in the Schedules shall not be construed as an admission that such information is material for purposes of the specific provisions of this Agreement to which such information relates.  Information included in the Schedules that is not required to be so included under the specific provisions of this Agreement shall be deemed to be included for information purposes only and information of a similar nature need not be included elsewhere, at the discretion of the party providing such information.  Any

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information disclosed by a party in any Schedule shall be deemed to be disclosed in all the Schedules of such party and for all purposes under this Agreement to the extent the specific provisions of this Agreement require such disclosure.

SECTION 10.18.  Replacement of Lenders.  Each Lender or the ultimate parent company thereof may be rated by S&P, Moody’s or Thompson’s Bank Watch (or InsuranceWatch Ratings Service, in the case of Lenders that are insurance companies (or Best’s Insurance Reports, if such insurance company is not rated by InsuranceWatch Ratings Service)).  If a proposed Assignee Lender or its ultimate parent entity is not so rated, then the Borrowers may withhold their consent to any assignment to such Assignee Lender pursuant to Section 10.11.1.  In the event that S&P, Moody’s or Thompson’s BankWatch (or InsuranceWatch Ratings Service, in the case of Lenders that are insurance companies (or Best’s Insurance Reports, if such insurance company is not rated by InsuranceWatch Ratings Service)) shall downgrade the long-term certificate of deposit rating or long-term senior unsecured debt rating of any rated Lender or its ultimate parent company, and the resulting rating shall be below BBB-, Baa3 or C (or BB, in the case of Lender that is an insurance company (or B, in the case of an insurance company not rated by InsuranceWatch Ratings Service)), then the Issuer and KIL shall have the right, but not the obligation, upon notice to such Lender and the Administrative Agent, to replace such Lender with an Assignee Lender in accordance with and subject to the restrictions contained in Section 10.11.1, and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.11.1) all its interests, rights and obligations in respect of its Commitments, outstanding Loans and participating interest in Letter of Credit Outstanding under this Agreement to such Assignee Lender; provided, however, that (i) no such assignment shall conflict with any law, rule and regulation or order of any governmental authority, (ii) such Assignee Lender shall pay to such Lender in immediately available funds on the date of such assignment the principal of and interest and fees (if any) accrued to the date of payment on the Loans made, and Letters of Credit participated in, by such Lender hereunder and all other amounts accrued for such Lender’s account or owed to it hereunder and (iii) KIL and the Issuer agree that the certificate of deposit rating and long-term senior unsecured debt rating of each Lender or the ultimate parent company thereof that is a signatory to this Agreement on the Effective Date (or, if no such rating is available, the “individual” rating by IBCA Limited (and, if neither rating is available for such original Lender, then such rating of the parent holding company of such Lender)) is acceptable, and following the Effective Date such Lender shall be subject to this Section only if the applicable rating is downgraded below that in effect on the Effective Date.

SECTION 10.19.  Effect of Amendment and Restatement of the Existing Credit Agreement.  On the Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety.  The parties hereto acknowledge and agree that (a) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and which remain outstanding, (b) such “Obligations” are in all respects continuing (as amended and restated hereby and which are hereinafter subject to the terms herein) and (c) the Liens and security interests as granted under the applicable Loan Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect

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(as assigned to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement and the other Loan Documents).

SECTION 10.20.  USA PATRIOT Act Notice.  Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of each Borrower and other information that will allow such Lender or the Administrative Agent as applicable, to identify the Borrowers in accordance with the Patriot Act.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

KERZNER INTERNATIONAL BAHAMAS LIMITED
By:	/s/ John R. Allison
	Name:	John R. Allison
	Title:	Executive Vice President – Finance
		and Chief Financial Officer
Address:		Executive Offices
		Coral Towers
		Paradise Island,
		The Bahamas
Facsimile No.: (242) 363-2767
Attention: John R. Allison, Richard Levine and Giselle Pyfrom
KERZNER INTERNATIONAL LIMITED
By:	/s/ John R. Allison
	Name:	John R. Allison
	Title:	Executive Vice President – Finance
		and Chief Financial Officer
Address:		Executive Offices
		Coral Towers
		Paradise Island,
		The Bahamas
Facsimile No.: (242) 363-2767
Attention: John R. Allison, Richard Levine and Giselle Pyfrom

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KERZNER INTERNATIONAL NORTH AMERICA, INC.
By:	/s/ John R. Allison
	Name:	John R. Allison
	Title:	Executive Vice President – Finance
		and Chief Financial Officer
Address:		Executive Offices
		1000 South Pine Island Road
		Suite 800
		Plantation, Fl 33324-3907
Facsimile No.:
Attention:		John R. Allison

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JPMORGAN CHASE BANK, N.A.,
as the Administrative Agent, a Co-Documentation Agent and as a Lender
By:	/s/ Donald S. Shokrian
	Name:	Donald S. Shokrian
	Title:	Managing Director

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DEUTSCHE BANK SECURITIES INC.,
as the Syndication Agent
By:	/s/ A. Drew Goldman
	Name:	A. Drew Goldman
	Title:	Managing Director
By:	/s/ Richard Gaullin
	Name:	Richard Gaullin
	Title:	Director
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as a Lender
By:	/s/ Steven P. Lapham
	Name:	Steven P. Lapham
	Title:	Managing Director
By:	/s/ Mary Kay Coyle
	Name:	Mary Kay Coyle
	Title:	Managing Director

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BEAR STEARNS CORPORATE LENDING INC.,
as a Co-Documentation Agent and as a Lender
By:	/s/ Keith C. Barnish
	Name:	Keith C. Barnish
	Title:	Executive Vice President

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GOLDMAN SACHS CREDIT PARTNERS L.P.,
as a Co-Documentation Agent and as a Lender
By:	/s/ Walter A. Jackson
	Name:	Walter A. Jackson
	Title:	Authorized Signatory

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MERRILL LYNCH CAPITAL CORPORATION,
as a Co-Documentation Agent and as a Lender
By:	/s/ Michael E. O’Brien
	Name:	Michael E. O’Brien
	Title:	Vice President

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LENDERS:
CIBC, INC.
By:	/s/ Dean J. Decker
	Name:	Dean J. Decker
	Title:	Managing Director CIBC World
		Markets Corp., AS AGENT

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HSBC BANK USA, NA
By:	/s/ Alan Vitulich
	Name:	Alan Vitulich
	Title:	Vice President

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EXPORT DEVELOPMENT CANADA
By:	/s/ James Babbitt
	Name:	James Babbitt
	Title:	Financial Services Manager
By:	/s/ David Gauthier
	Name:	David Gauthier
	Title:	Financial Services Manager

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BARCLAYS BANK PLC
By:	/s/ Allison McGuigan
	Name:	Allison McGuigan
	Title:	Associate Director

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WACHOVIA BANK, NA
By:	/s/ Andy L. Welicky
	Name:	Andy L. Welicky
	Title:	Assistant Vice President

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WELLS FARGO BANK, N.A.
By:	/s/ Donald Schubert
	Name:	Donald Schubert
	Title:	Vice President

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THE ROYAL BANK OF SCOTLAND PLC
By:	/s/ David Apps
	Name:	David Apps
	Title:	Managing Director

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CITY NATIONAL BANK OF FLORIDA
By:	/s/ Amelia C. Rodriguez
	Name:	Amelia C. Rodriguez
	Title:	Vice President

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THE CIT GROUP/EQUIPMENT FINANCING, INC.
By:	/s/ Steven K. Reedy
	Name:	Steven K. Reedy
	Title:	Vice President

112

BANK OF SCOTLAND
By:	/s/ Karen Welch
	Name:	Karen Welch
	Title:	Assistant Vice President

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SCOTIABANK (BAHAMAS) LTD.
By:	/s/ Minna Israel
	Name:	Minna Israel
	Title:	Managing Director

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CALYON NEW YORK BRANCH
By:	/s/ F. Frank Herrera
	Name:	F. Frank Herrera
	Title:	Director
By:	/s/ Gill Realon
	Name:	Gill Realon
	Title:	Director

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ABU DHABI COMMERCIAL BANK
By:	/s/ Seumas Gallacher
	Name:	Seumas Gallacher
	Title:	Head, Corporate Banking Group

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TABLE OF CONTENTS

ARTICLE I	DEFINITIONS AND ACCOUNTING TERMS
Section 1.1.		Defined Terms
Section 1.2.		Use of Defined Terms
Section 1.3.		Cross-References
Section 1.4.		Accounting and Financial Determinations
ARTICLE II	COMMITMENTS, BORROWING PROCEDURES, NOTES AND LETTERS OF CREDIT
Section 2.1.		Amendment and Restatement; Commitments
Section 2.2.		Reduction/Increase of Commitment Amount
Section 2.3.		Borrowing Procedure
Section 2.4.		Continuation and Conversion Elections
Section 2.5.		Funding
Section 2.6.		Letter of Credit Issuance Procedures
Section 2.7.		Currency Fluctuation, etc
Section 2.8.		Notes
Section 2.9.		Register
ARTICLE III	REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
Section 3.1.		Repayments and Prepayments
Section 3.2.		Interest Provisions
Section 3.3.		Fees
Section 3.4.		Guaranty Provisions
ARTICLE IV	CERTAIN LIBO RATE AND OTHER PROVISIONS
Section 4.1.		LIBO Rate Lending Unlawful
Section 4.2.		Deposits Unavailable
Section 4.3.		Increased LIBO Rate Loan Costs, etc
Section 4.4.		Funding Losses
Section 4.5.		Increased Capital Costs
Section 4.6.		Taxes
Section 4.7.		Payments, Computations, etc
Section 4.8.		Sharing of Payments

Section 4.9.		Setoff
Section 4.10.		Defaulting Lender
Section 4.11.		Replacement Lender
ARTICLE V	CONDITIONS TO EFFECTIVENESS
Section 5.1.		Effectiveness
Section 5.2.		All Credit Extensions
ARTICLE VI	REPRESENTATIONS AND WARRANTIES
Section 6.1.		Organization, etc
Section 6.2.		Due Authorization, Non-Contravention, etc
Section 6.3.		Government Approval, Regulation, etc
Section 6.4.		Validity, etc
Section 6.5.		Financial Information
Section 6.6.		No Material Adverse Change
Section 6.7.		Litigation, Labor Controversies, etc
Section 6.8.		Subsidiaries
Section 6.9.		Ownership of Properties
Section 6.10.		Taxes
Section 6.11.		Pension and Welfare Plans
Section 6.12.		Environmental Warranties
Section 6.13.		Regulations U and X
Section 6.14.		Accuracy of Information
Section 6.15.		Protection under Security Instruments
Section 6.16.		Insurance
Section 6.17.		Seniority of Obligations, etc
ARTICLE VII	COVENANTS
Section 7.1.		Affirmative Covenants
Section 7.2.		Negative Covenants
ARTICLE VIII	EVENTS OF DEFAULT
Section 8.1.		Events of Default
Section 8.2.		Action if Bankruptcy

ii

Section 8.3.		Action if Other Event of Default
ARTICLE IX	AGENTS
Section 9.1.		Actions
Section 9.2.		Funding Reliance, etc
Section 9.3.		Exculpation
Section 9.4.		Successor
Section 9.5.		Loans by Administrative Agent
Section 9.6.		Credit Decisions
Section 9.7.		Copies, etc
Section 9.8.		Administrative Agent Independent Rights
Section 9.9.		The Syndication Agent, the Co-Documentation Agents and the Co-Lead Arrangers
ARTICLE X	MISCELLANEOUS PROVISIONS
Section 10.1.		Waivers, Amendments, etc
Section 10.2.		Notices
Section 10.3.		Payment of Costs and Expenses
Section 10.4.		Indemnification
Section 10.5.		Survival
Section 10.6.		Severability
Section 10.7.		Headings
Section 10.8.		Execution in Counterparts, Effectiveness, etc
Section 10.9.		Governing Law; Entire Agreement
Section 10.10.		Successors and Assigns
Section 10.11.		Sale and Transfer of Loans and Note; Participations in Loans and Note
Section 10.12.		Other Transactions
Section 10.13.		Forum Selection and Consent to Jurisdiction
Section 10.14.		Waiver of Jury Trial
Section 10.15.		Judgment Currency
Section 10.16.		Confidentiality
Section 10.17.		Schedules

iii

Section 10.18.	Replacement of Lenders
Section 10.19.	Effect of Amendment and Restatement of the Existing Credit Agreement
Section 10.20.	USA PATRIOT Act Notice

SCHEDULE I	-	Disclosure Schedule
SCHEDULE II	-	Debentures
SCHEDULE III	-	Existing Letters of Credit
SCHEDULE IV	-	Commitments
EXHIBIT A-1	-	Form of Note
EXHIBIT A-2	-	Form of Swingline Note
EXHIBIT B-1	-	Form of Borrowing Request
EXHIBIT B-2	-	Form of Issuance Request
EXHIBIT C	-	Form of Continuation/Conversion Notice
EXHIBIT D	-	Form of Lender Assignment Agreement
EXHIBIT E	-	Form of Borrower Effective Date Certificate
EXHIBIT F	-	Form of Compliance Certificate
EXHIBIT G	-	Form of Affirmation and Consent
EXHIBIT H	-	Form of Solvency Certificate
EXHIBIT I	-	Conformed Copy of Borrower Security Agreement
EXHIBIT J	-	Conformed Copy of Subsidiary Security Agreement
EXHIBIT K	-	Conformed Copy of KIBL Pledge Agreement
EXHIBIT L	-	Conformed Copy of KIL Pledge Agreement
EXHIBIT M	-	Conformed Copy of KINA Pledge Agreement
EXHIBIT N	-	Conformed Copy of Subsidiary Pledge Agreement
EXHIBIT O	-	Conformed Copy of Guaranty
EXHIBIT P	-	Form of Section 4.6(c) Certificate

iv

EX-10.8(D)

Exhibit 10.8(d)

KERZNER^™ core value no.1
blow away the customer™

19 October, 2005

Sultan Ahmed Bin Sulayem

Executive Chairman

Istithmar PJSC

PO Box 17000

Dubai, UAE

Dear Sultan

Summary of our discussions relating to the capital structure of Atlantis The Palm, Dubai

As we discussed last night, the Atlantis, The Palm project has come a long way and we are now at the point that we can commence construction.  Over the last few years we have been working on the planning of the project and have gone through various stages of budgeting.  Today, we have reached a stage where we are well advanced on the construction documents for the project and all material respects of the project have been well scoped.  During the course of the last year we have been through several rounds of value engineering and in an effort to reduce cost we have taken out various elements of the project.  However, we are now at a stage we feel that any further scope reductions will begin to hurt the project.  The other issue that we have previously discussed is that proceeding now with the condos might be a good solution in the short term but probably not the right way to maximize value.  Rather, we have agreed to postpone the decision on the condos and to rather develop the first phase of the project and have it well positioned before we look to future phases.

As you know, we now have prices from contractors for almost 90% of the construction elements of the project.  Based on contractor pricing we have had to revise upwards the total cost of the project such that the total development cost (without land and capitalized interest) is approximately $1.25 billion and $1.4 billion with capitalized interest (without land).  This increase in cost means that our present financing for $1.2 billion is insufficient.  The present financing included $700 million of bank debt and $500 million of equity with Istithmar providing $375mm of equity (Kerzner $125mm).  In order to resolve the shortfall, reduce Istithmar’s cash contribution and to have Kerzner become a full 50% partner in the venture, I wish to record the following agreement:

•The JV will acquire the land (10 sites) from Nakheel immediately at a cost of $125 million.  Nakheel will take back a subordinated PIK Note (Holdco Note) to fund this acquisition and the terms of the Note shall be: maturity of 12 years; all interest will accrue and not be cash pay; Year 1 – no interest; Year 2 – 5% interest; Year 3 – 6% interest; Year 4 (from opening) and beyond – interest at 7%;

•There will be cash equity of $400 million with Kerzner increasing its commitment and will now take up $200 million of such equity (Istithmar $200mm);

•Unless the banking group is prepared to increase the amount under the senior facility we anticipate issuing $300 million of bonds (second lien) of which we expect $225mm to be sold to institutions and $75mm taken up by Istithmar (with the same terms as the institutions except that Istithmar’s would be on a delayed-draw basis).  We will, however, endeavour to eliminate the need to issue bonds by having the senior lenders increase their commitment, although we are not assured that this can be accomplished;

•Kerzner will undertake to subordinate its base management fees to the banks and/or bondholders

The various guarantees that currently exist in the senior debt facility, will remain in place, including :

•The cost overrun guarantee of $55 million which is jointly provided by Kerzner and Istithmar

•The unlimited completion guarantee provided by Istithmar

•The $100 million Istithmar support for interest and capital until such time as the covenants are met

We also agreed that the project would have the right to reclaim and develop on the crescent of The Palm (immediately adjacent to our site) a further 125 acres in the future.

I think this covers all the main financing issues/principles as they relate to Kerzner International and Istithmar.

If you are in agreement with the above please can you countersign this letter in the place provided below.

Yours sincerely

/s/ Butch Kerzner	/s/ Sultan Ahmed Bin Sulayem
Butch Kerzner	Sultan Ahmed Bin Sulayem

EX-12.1

Exhibit 12.1

KERZNER INTERNATIONAL LIMITED

CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES

(In Thousands of US Dollars)

	For the years ended December 31,															For the nine months ended September 30,
	2000(1)			2001			2002			2003			2004			2005
Income (loss) from continuing operations before provision for income taxes and minority interest	$	(109,134	)	$	38,359		$	47,760		$	71,769		$	61,322		$	21,016
Fixed charges	58,713			63,881			41,728			32,059			45,266			43,134
Amortization of capitalized interest	1,579			1,948			1,985			1,993			2,066			1,650
Distributed income of equity investees	18,590			20,036			30,258			21,864			36,974			33,239
Less: Equity earnings in equity investees	(23,733		)	(26,473		)	(24,832		)	(33,640		)	(43,364		)	(43,494		)
Less: Capitalized interest	(11,072		)	(1,099		)	(237		)	(433		)	(5,806		)	(8,355		)
Less: Minority interest that have not incurred fixed charges	—			—			—			(1,340		)	7,234			6,561
Earnings available for fixed charges	$	(65,057	)	$	96,652		$	96,662		$	92,272		$	103,692		$	53,751
Interest expense and amortization of debt issuance costs, discounts and premiums	$	45,678		$	60,375		$	39,104		$	29,264		$	36,814		$	32,582
Capitalized interest	11,072			1,099			237			433			5,806			8,355
Interest component of rentals(2)	1,963			2,407			2,387			2,362			2,646			2,197
Total fixed charges	$	58,713		$	63,881		$	41,728		$	32,059		$	45,266		$	43,134
Ratio of earnings to fixed charges	—			1.51			2.32			2.88			2.29			1.25

(1)           Earnings were insufficient to cover fixed charges by $123,770 for the year ended December 31, 2000.

(2)           The Company estimates the interest components of rentals to be 0.33.

EX-21.1

Exhibit 21.1

Registrant’s Significant Subsidiaries

Name of Company (including any other names under which it conducts business)	State/Country of Incorporation or Organization
Kerzner International North America, Inc.	Delaware
Kerzner International Bahamas Limited	Commonwealth of The Bahamas
Kerzner International Management Limited	British Virgin Islands
Kerzner Investments Palmilla, Inc.	Commonwealth of The Bahamas
One&Only Management Limited	British Virgin Islands

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of Kerzner International Limited on Form F-4 of our report dated March 30, 2005, relating to the consolidated financial statements of Kerzner International Limited and subsidiaries (the “Company”), appearing in the Annual Report on Form 20-F of the Company for the year ended December 31, 2004 and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Miami, Florida

November 22, 2005

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form F-4 of Kerzner International Limited of our report dated March 15, 2005 relating to the financial statements of Trading Cove Associates, which appears in Kerzner International Limited’s Annual Report on Form 20-F for the year ended December 31, 2004.  We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PRICEWATERHOUSECOOPERS LLP

Hartford, CT

November 22, 2005

EX-23.5

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Exhibit 23.5

KERZNER INTERNATIONAL LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars, except share data)

(Unaudited)

			June 30, 2005		December 31, 2004
ASSETS
Current assets:
	Cash and cash equivalents		$	243,017	$	180,341
	Restricted cash			16,207		2,768
	Short-term investments			119,388		203,940
	Trade receivables, net			40,817		41,743
	Due from affiliates			23,668		15,682
	Inventories			17,363		13,453
	Assets held for sale			5,416		12,289
	Prepaid expenses and other assets			37,144		21,685
		Total current assets		503,020		491,901
	Property and equipment, net			1,507,334		1,347,640
	Intangible asset, net			11,922		—
	Due from affiliates—non-current			30,399		81,737
	Deferred tax asset, net			13,616		11,181
	Deferred charges and other assets, net			45,846		40,678
	Investments in associated companies			157,035		114,138
		Total assets	$	2,269,172	$	2,087,275

1

LIABILITIES AND SHAREHOLDERS' EQUITY
	Current liabilities:
	Current maturities of long-term debt		$	5,418		$	659
	Accounts payable and accrued liabilities			179,712			168,225
	Due to affiliates			13,181			500
	Capital creditors			29,217			16,032
		Total current liabilities		227,528			185,416
Deferred revenue				21,548			20,419
Other long-term liabilities				9,407			7,099
Due to affiliates—non-current				21,115			—
Long-term debt, net of current maturities				805,491			754,129
		Total liabilities		1,085,089			967,063
Minority and noncontrolling interest				5,884			3,934
Commitments and contingencies (Note 14)
Shareholders' equity:
	Preference shares, $.001 par value, 100,000,000 authorized; zero issued and outstanding			—			—
	Ordinary shares, $.001 par value, 250,000,000 authorized; 43,393,200 and 42,971,878 issued and outstanding at June 30, 2005 and December 31, 2004, respectively			43			43
	Capital in excess of par			983,345			971,952
	Retained earnings			384,994			336,543
	Accumulated other comprehensive loss			(12,414	)		(13,898	)
	Deferred compensation			(15,000	)		(15,593	)
				1,340,968			1,279,047
Treasury shares, 7,072,029 shares at June 30, 2005 and December 31, 2004				(162,769	)		(162,769	)
		Total shareholders' equity		1,178,199			1,116,278
		Total liabilities and shareholders' equity	$	2,269,172		$	2,087,275

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

KERNZER INTERNATIONAL LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of U.S. dollars, except per share data)

(Unaudited)

			For the Three Months Ended June 30,						For the Six Months Ended June 30,
			2005			2004			2005			2004
Revenues:
	Casino and resort revenues		$	170,082		$	157,961		$	358,786		$	327,148
	Less: promotional allowances			(5,392	)		(5,468	)		(13,162	)		(12,879	)
		Net casino and resort revenues		164,690			152,493			345,624			314,269
	Tour operations			13,267			11,235			26,260			24,072
	Management, development and other fees			3,270			3,658			9,456			9,073
	Other			1,055			934			2,680			2,019
				182,282			168,320			384,020			349,433
Costs and expenses:
	Casino and resort expenses			86,399			78,474			171,134			157,535
	Tour operations			11,100			8,961			22,169			19,902
	Selling, general and administrative			32,531			30,312			64,699			61,954
	Corporate expenses			11,257			10,458			20,847			19,215
	Depreciation and amortization			17,492			14,631			33,176			29,587
	Pre-opening expenses			1,256			396			1,748			3,258
	UK gaming write-off			—			—			10,529			—
	Impairment of notes receivable			25,043			—			25,043			—
				185,078			143,232			349,345			291,451
Income (loss) from operations				(2,796	)		25,088			34,675			57,982
Relinquishment fees—equity in earnings of TCA				9,688			9,045			18,366			17,767
Other income (expense):
	Interest income			2,568			779			4,789			1,390
	Interest expense, net of capitalization			(10,777	)		(8,929	)		(21,159	)		(17,093	)
	Equity in earnings of associated companies			5,120			2,466			9,285			7,166
	Other, net			6			509			12			427
Other expense, net				(3,083	)		(5,175	)		(7,073	)		(8,110	)
Income before income taxes and minority and noncontrolling interests				3,809			28,958			45,968			67,639
Benefit (provision) for income taxes				1,814			(295	)		110			(481	)
Minority and noncontrolling interests				4,878			1,479			2,373			3,802
Net income			$	10,501		$	30,142		$	48,451		$	70,960
Earnings per share-basic			$	0.29		$	0.97		$	1.35		$	2.31
Weighted average number of shares outstanding-basic				35,962			31,034			35,855			30,748
Earnings per share-diluted			$	0.28		$	0.94		$	1.29		$	2.21
Weighted average number of shares outstanding-diluted				37,537			32,232			37,583			32,130

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

KERZNER INTERNATIONAL LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME
For the Six Months Ended June 30, 2005
(In thousands)
(Unaudited)

		Ordinary Shares
											Accumulated Other Comprehensive Income (Loss)
						Capital in Excess of Par			Retained Earnings					Treasury Shares			Deferred Compensation			Total Shareholders' Equity			Comprehensive Income (Loss) for the Period
		Shares		Amount
Balance at January 1, 2005		42,972		$	43	$	971,952		$	336,543	$	(13,898	)	$	(162,769	)	$	(15,593	)	$	1,116,278
Translation reserves		—			—		—			—		(283	)		—			—			(283	)		(283	)
Unrealized gains on available-for-sale securities		—			—		—			—		307			—			—			307			307
Unrealized gains on investments in associated companies		—			—		—					1,460			—			—			1,460			1,460
Exercise of share options		395			—		9,842			—		—			—			—			9,842			—
Issuance of restricted share awards		30			—		1,759			—		—			—			(1,759	)		—			—
Cancellation of restricted share awards		(4	)		—		(208	)		—		—			—			208			—			—
Amortization of deferred compensation expense		—			—		—			—		—			—			2,144			2,144			—
Net income		—			—		—			48,451		—			—			—			48,451			48,451
	Balance at June 30, 2005	43,393		$	43	$	983,345		$	384,994	$	(12,414	)	$	(162,769	)	$	(15,000	)	$	1,178,199		$	49,935

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

KERZNER INTERNATIONAL LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars)

(Unaudited)

			For the Six Months Ended June 30,
			2005			2004
Cash flows from operating activities
Net income			$	48,451		$	70,960
	Depreciation and amortization			33,176			29,587
	Amortization of debt issuance costs, premiums and discounts			2,096			1,340
	UK gaming costs			10,529			—
	Impairment of notes receivable			25,043			—
	Recognition of deferred compensation expense			2,144			751
	(Gain) loss on disposition of property and equipment			(58	)		574
	Equity in earnings from associated companies, net of dividends received			(8,035	)		(7,183	)
	Minority and noncontrolling interests-Palmilla JV, LLC and Reethi Rah Pvt Ltd			(3,021	)		(3,684	)
	Provision for doubtful accounts			1,217			1,857
	Deferred income tax benefit			(7,277	)		(5,621	)
	Net change in working capital accounts			16,170			(6,075	)
	Net change in other balance sheet accounts:
		Deferred charges and other assets		(4,946	)		(1,799	)
		Deferred revenue		1,776			2,207
		Other long-term liabilities		2,363			74
	Other			2,307			(446	)
		Net cash provided by operating activities		121,935			82,542
Cash flows from investing activities:
	Payments for property and equipment			(65,608	)		(54,316	)
	Redemption (purchase) of short-term investments, net			85,245			(74,804	)
	Acquisition of equity interest in BLB Investors, L.L.C.			—			(47,359	)
	Acquisition of equity interest in Kerzner Istithmar Limited			(29,932	)		(10,400	)
	Advances to affiliates, net			(43,869	)		(20,937	)
	Cash resulting from the initial consolidation of variable interest entities			1,519			7,047
	Deferred contract acquisition costs			(1,145	)		(2,874	)
	Acquisition of assets from Club Méditerranée (Bahamas) Limited			—			(6,302	)
	Deposit for real estate acquisition			(1,000	)		—
	Change in restricted cash			(13,439	)		(4,026	)
	Sale of debt and equity interest in the One&Only Kanuhura			340			—
	Dispositions of property and equipment			64			197
		Net cash used in investing activities		(67,825	)		(213,774	)
Cash flows from financing activities:
	Proceeds from issuance of convertible debt			—			230,000
	Borrowings			—			5,000
	Repayment of debt			(1,276	)		(6,009	)
	Proceeds from exercise of share options			9,842			27,394
	Debt issuance and modification costs			—			(6,668	)
		Net cash provided by financing activities		8,566			249,717
Net increase in cash and cash equivalents				62,676			118,485
Cash and cash equivalents at beginning of period				180,341			60,232
Cash and cash equivalents at end of period			$	243,017		$	178,717

5

KERZNER INTERNATIONAL LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In thousands of U.S. dollars)

(Unaudited)

Supplemental disclosure of cash flow and non-cash investing and financing activities:

	For the Six Months Ended June 30,
	2005		2004
Interest paid	$	17,502	$	14,028
Income taxes paid		2,510		3,459
Change in fair value of interest rate swap agreements		952		4,596
Equipment acquired under capital lease obligations		—		687
Assets acquired and liabilities assumed, net excluding cash, in connection with initial consolidation of Reethi Rah		3,452		—

        The accompanying notes are an integral part of these condensed consolidated financial statements.

6

KERZNER INTERNATIONAL LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in tables are in thousands of U.S. dollars, except share data)

(Unaudited)

Note 1—Basis of Presentation

        The accompanying unaudited condensed consolidated financial statements of Kerzner International Limited ("Kerzner" or the "Company") have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (the "SEC") and, therefore, do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America. In management's opinion, however, the accompanying condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company's financial position as of June 30, 2005, its results of operations for the three and six months ended June 30, 2005 and 2004 and cash flows for the six months ended June 30, 2005 and 2004. The results of operations for the three and six months ended June 30, 2005 and 2004 and cash flows for the six months ended June 30, 2005 and 2004 may not, and should not be construed as necessarily indicative of the results of operations or cash flows which may be reported for the remainder of 2005 or thereafter. This information should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 20-F for the year ended December 31, 2004 (the "Form 20-F").

        Although the Company does not have any equity ownership interest in Reethi Rah Resort Pvt Ltd ("Reethi Rah"), the entity that owns and operates One&Only Maldives at Reethi Rah Island ("One&Only Maldives at Reethi Rah"), the Company has determined that Reethi Rah is a variable interest entity that is subject to consolidation in accordance with the provisions of Financial Accounting Standards Board ("FASB") Interpretation No. 46(R) ("FIN 46R"), "Consolidation of Variable Interest Entities." As of May 1, 2005, when the resort commenced operations, and the Company finalized a senior subordinated credit agreement with Reethi Rah, the Company became the primary beneficiary of Reethi Rah under FIN 46R, resulting in the Company consolidating Reethi Rah into its consolidated financial statements as of this date. See Note 3—Consolidation of Reethi Rah for further discussion.

        The significant accounting policies followed for condensed consolidated financial statements are the same as those disclosed in Note 2 of the notes to the consolidated financial statements included in the Company's Form 20-F. New accounting policies which apply to the period ended June 30, 2005 and/or those which are required disclosure for interim financial statements are included in Note 2—Summary of Significant Accounting Policies below.

Note 2—Summary of Significant Accounting Policies

Property and Equipment and Depreciation

        Property and equipment is stated at cost and its components (other than land) are depreciated over the estimated useful lives reported below using the straight-line method. Buildings at One&Only Maldives at Reethi Rah are depreciated over 25 years, which represents the term of the land lease for

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the island on which the property is located. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the improvements.

Buildings	25-40 years
Land improvements and utilities	14 years
Furniture, machinery and equipment	3-10 years

        Expenditures for renewals and betterments, which increase the estimated useful life or capacity of the assets, are capitalized; expenditures for repairs and maintenance are expensed when incurred. Gains or losses on dispositions of property and equipment are included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. Construction in progress relates to assets not yet placed in service and are not currently being depreciated.

        For redevelopment of existing operating properties, the net book value of the existing property under redevelopment plus the cost for the construction and improvements incurred in connection with the redevelopment are capitalized to the extent the capitalized costs of the property do not exceed the estimated fair value of the redeveloped property when complete. If the total cost of the redeveloped property, including the undepreciated net book value of the property carried forward, exceeds the estimated fair value of redeveloped property, the excess is charged to expense. For the six months ended June 30, 2005, the total amount of undepreciated book value carried forward on redeveloped properties was $3.5 million.

Intangible Asset

        Reethi Rah has entered into to a long-term land lease with the government of the Maldives for the land on which One&Only Maldives at Reethi Rah is constructed. This below market land lease was valued using the business combination principles under Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations." In accordance with the consolidation of Reethi Rah under FIN 46R, all of the assets and liabilities of Reethi Rah were consolidated at their respective fair values. Intangible asset represents the estimated fair value of Reethi Rah's land lease, net of amortization. The land lease intangible asset has a carrying amount of $12.0 million and is being amortized over 25 years. As of June 30, 2005, the land lease intangible asset, net of accumulated amortization was $11.9 million. Amortization expense of this intangible asset was $0.1 million for the three and six months ended June 30, 2005. The Company expects to incur $0.2 million of amortization for the second half of 2005 and $0.5 million of amortization each year from 2006 through 2010.

Loan Impairment

        The Company applies SFAS No. 114, "Accounting by Creditors for Impairment of a Loan" ("SFAS 114") and SFAS No. 118, "Accounting by Creditors for Impairment of a Loan-Recognition and Disclosures, an amendment of SFAS No. 114," when determining if a loan is impaired. Under the provisions of these standards, the Company records a loan impairment when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. For collateralized loans, impairment is

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measured based on the fair value of the underlying collateral. See Note 8—Related Party Transactions, for a discussion of the Company's $25.0 million impairment of notes receivable recorded during the three and six months ended June 30, 2005.

Pre-Opening Expenses

        Pre-opening expenses are charged to expense as incurred. Pre-opening expenses for the three and six months ended June 30, 2005 include costs incurred relating to the Marina Village at Atlantis and costs incurred relating to Atlantis, The Palm, which are included within equity in earnings of associated companies in the accompanying condensed consolidated statements of operations. Pre-opening expenses for the six months ended June 30, 2004 represent costs incurred prior to the June 2004 opening of the One&Only Ocean Club expansion and include the Company's 50% share of pre-opening expenses related to One&Only Palmilla's grand reopening event in February 2004.

Noncontrolling Interest

        As of May 1, 2005, the Company became the primary beneficiary of Reethi Rah under FIN 46R, resulting in the consolidation of Reethi Rah into the consolidated financial statements of the Company as of that date. Reethi Rah incurred net losses totaling $8.2 million for the period from May 1, 2005 to June 30, 2005. Of this amount, approximately $5.0 million exhausted the fair value owners' equity capital (the fair value of which was estimated by the Company as of May 1, 2005) and is included in minority and noncontrolling interests in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2005. The balance of $3.2 million is reflected as a reduction to the Company's consolidated net income for these periods. Should Reethi Rah incur additional net losses, in the absence of any increase to the owners' equity capital in future periods, such losses will be reflected in the Company's results of operations. If Reethi Rah realizes net income in the future, the Company will be credited through an increase to the Company's consolidated net income only to the extent of the losses previously absorbed by the Company on behalf of Reethi Rah.

Earnings Per Share Data

        The following is a reconciliation of the shares used in the Company's earnings per share computations (shares in thousands):

	For the Three Months Ended June 30,		For the Six Months Ended June 30,
	2005	2004	2005	2004
Weighted average shares used in basic computations	35,962	31,034	35,855	30,748
Dilutive stock options and restricted shares outstanding	1,532	1,198	1,588	1,382
Dilutive effect of convertible notes	43	—	140	—
Weighted average shares used in diluted computations	37,537	32,232	37,583	32,130

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        The net income amount used as the numerator in calculating basic and diluted earnings per share is the net income in the accompanying condensed consolidated statements of operations. Options relating to 0.1 million shares were not included in the computation of diluted earnings per share for the six months ended 2004 because their effect would have been anti-dilutive.

        In accordance with EITF Issue No. 04-08, "The Effect of Contingently Convertible Instruments on Diluted Earnings Per Share" ("EITF 04-08"), the Company includes shares issuable under convertible instruments in diluted earnings per share computations (if dilutive) regardless of whether the market price trigger (or other contingent feature) has been met. In April 2004, the Company issued contingent convertible notes. In accordance with EITF 04-08, the impact on the diluted earnings per share related to these notes occurs when the Company's average common stock price exceeds the conversion price of $58.24 even though the market price trigger of 120% of the conversion price, or $69.89, has not been met. For the three and six months ended June 30, 2005, the Company has reflected the additional common shares in the calculation of diluted earnings per share using the treasury stock method. EITF 04-08 did not impact earnings per share for the three and six months ended June 30, 2004, as the average stock price for the year did not exceed $58.24.

Stock-Based Compensation

        The Company has elected to apply Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" as interpreted in FASB Interpretation No. 44, "Accounting for Certain Transactions Involving Stock Compensation" in accounting for compensation under its stock option plans in lieu of the alternative fair value accounting provided for under SFAS No. 123, "Accounting for Stock-Based Compensation" as amended by SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure—An Amendment of FASB Statement No. 123" ("SFAS 123"). Accordingly, no compensation expense has been recorded for those share options granted at option prices equal to the fair market value of the common share at the date of grant.

        The fair value of options granted during the six months ended June 30, 2004 was estimated as of the respective dates of grant using the Black-Scholes option-pricing model with the following assumptions. There were no options granted during the six months ended June 30, 2005.

	For the Three Months Ended June 30,			For the Six Months Ended June 30,
	2005	2004		2005	2004
Risk-free interest rate	—	2.8	%	—	3.0	%
Expected volatility	—	34.5	%	—	33.8	%
Expected life of options in years	—	4		—	4
Expected dividend yield	—	—		—	—

        The weighted average fair value of options granted for the six months ended June 30, 2004 was $13.17.

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        The following table illustrates the effect on net income and earnings per share if Kerzner had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation.

		For the Three Months Ended June 30,				For the Six Months Ended June 30,
		2005		2004		2005		2004
Net income		$	10,501	$	30,142	$	48,451	$	70,960
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects			1,808		2,457		3,616		4,969
Pro forma net income		$	8,693	$	27,685	$	44,835	$	65,991
Earnings per share:
	Basic—as reported	$	0.29	$	0.97	$	1.35	$	2.31
	Basic—pro forma	$	0.24	$	0.89	$	1.25	$	2.15
	Diluted—as reported	$	0.28	$	0.94	$	1.29	$	2.21
	Diluted—pro forma	$	0.23	$	0.86	$	1.19	$	2.05

        During the six months ended June 30, 2005 and 2004, the Company issued 29,600 and 113,800 restricted shares, respectively, under the 2003 stock option plan to certain employees and officers. There were 500,000 restricted shares granted to the Company's Chief Executive Officer in August 2005. The vesting period is four years on either a graduated or cliff vesting basis provided that the recipient is still with the Company on the vesting date. The aggregate market value of the restricted shares at the date of issuance of $1.8 million and $4.5 million, respectively, has been recorded as deferred compensation, as a separate component of shareholders' equity, and is being amortized over the applicable vesting period. During the six months ended June 30, 2005, the Company cancelled 4,000 restricted shares due to the termination of certain employees.

Reclassifications

        Certain reclassifications have been made to the prior period condensed consolidated financial statements to conform to the current period's presentation.

Recent Accounting Pronouncements

Share-Based Payment

        In December 2004, the FASB issued a revision of SFAS 123 ("SFAS 123(R)") that will require compensation costs related to share-based payment transactions to be recognized in the statement of operations. With limited exceptions, the amount of compensation cost will be measured based on the grant-date fair value of the equity or liability instruments issued. In addition, liability awards will be remeasured each reporting period. Compensation cost will be recognized over the period that an employee provides service in exchange for the award. SFAS 123(R) replaces SFAS 123 and is effective for the Company as of its first annual reporting period beginning on or after June 15, 2005.

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        The Company anticipates applying SFAS 123(R) for its first quarter beginning January 1, 2006. SFAS 123(R) allows for two transition alternatives for public companies: (a) modified-prospective transition or (b) modified-retrospective transition. The company intends to apply the modified-prospective transition method. Under this method, companies are required to recognize compensation cost for share-based payments to employees based on their grant-date fair value from the beginning of the fiscal period in which the recognition provisions are first applied. Measurement and attribution of compensation cost for awards that were granted prior to, but not vested, as of the date SFAS 123(R) is adopted would be based on the same estimate of the grant-date fair value and the same attribution method used previously under SFAS 123 (either for financial statement recognition or pro forma disclosure purposes). Prior periods are not restated. For periods prior to adoption, the financial statements are unchanged (and the pro forma disclosures previously required by SFAS 123 continue to be required under the new standard to the extent those amounts differ from those in the income statement). For periods subsequent to adoption, the impact of this transition method generally is the same as if the method-retrospective method were applied. Accordingly, pro forma disclosure will not be necessary for periods after the adoption of the new standard.

        The application of SFAS 123(R) for its first quarter beginning January 1, 2006, would result in compensation expense of approximately $1.6 million and $3.2 million (not including tax effects) for the three and six months ended June 30, 2006, respectively, based on option grants outstanding at June 30, 2005. The foregoing amount does not include compensation expense for any stock options that may be granted after June 30, 2005 or in respect of restricted shares granted to the Company's Chief Executive Officer in August 2005. Any such incremental compensation expense could be significant.

Accounting Changes and Error Correction

        In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections—A Replacement of APB Opinion No. 20 and FASB Statement No. 3" ("SFAS 154"), which requires retrospective application to prior periods' financial statements for changes in accounting principle. SFAS 154 is effective for accounting changes made in its fiscal years beginning after December 15, 2005. The Company does not expect that the adoption of SFAS 154 will have a material impact on its condensed consolidated financial statements.

Note 3—Consolidation of Variable Interest Entities

        Reethi Rah is the entity that owns and operates One&Only Maldives at Reethi Rah, a luxury resort located on the North Male atoll in the Maldives. The Company has determined that Reethi Rah is a variable interest entity that is subject to consolidation in accordance with the provisions of FIN 46R. The Company has agreements with Reethi Rah that provide for construction financing and operating loans (see Note 8—Related Party Transactions), as well as management and development agreements that are considered variable interests. Reethi Rah's creditors have no recourse to the Company, except for certain amounts due under a term loan facility agreement with a third-party financial institution. In addition, certain of Reethi Rah's assets collateralize its debt obligations. See Note 11—Long-Term Debt for further discussion.

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        As of May 1, 2005, when the resort commenced operations, and the Company finalized a senior subordinated credit agreement with Reethi Rah, the Company became the primary beneficiary of Reethi Rah under FIN 46R, resulting in the Company consolidating Reethi Rah into its consolidated financial statements as of this date. The allocation of fair value to the assets and liabilities of Reethi Rah in connection with the consolidation on May 1, 2005 is preliminary and subject to finalization. As the resort commenced operations on May 1, 2005, there is no pro-forma effect of this consolidation as it relates to the results of operations of Reethi Rah.

Note 4—Cash Equivalents and Restricted Cash

        As of June 30, 2005 and December 31, 2004 the Company held $158.4 million and $117.0 million of money market funds, respectively. Based on the maturity dates of such funds, these amounts are included in cash and cash equivalents in the accompanying condensed consolidated balance sheets. At June 30, 2005 and December 31, 2004, restricted cash included $3.8 million and $2.3 million, respectively, as a result of certain provisions related to Palmilla JV LLC's ("Palmilla") long-term debt. At June 30, 2005, restricted cash also included $12.0 million of customer deposits related to the Ocean Club Residences & Marina condominium project. See Note 8—Related Party Transactions for further discussion.

Note 5—Short-Term Investments

        During the six months ended June 30, 2005, approximately $105.0 million principal amount of the Company's U.S. Treasury bills ("T-Bills") matured and the Company purchased approximately $20.0 million principal amount of additional T-Bills. At June 30, 2005, the adjusted carrying value and fair value of these securities was $119.4 million with maturity dates ranging from September 2005 to January 2006.

        The Company's T-Bills are classified and accounted for as available-for-sale securities and are reported at fair market value with the resulting net unrealized holding gains or losses, net of income taxes, reported as a separate component of comprehensive income (loss). For the six months ended June 30, 2005 and 2004, the Company recorded $0.3 million and $(0.1) million of unrealized holding gains (losses), respectively, in connection with its T-Bills.

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Note 6—Prepaid Expenses and Other Current Assets

        Components of prepaid expenses and other current assets were as follows:

	June 30, 2005		December 31, 2004
Prepaid windstorm, construction and other insurance	$	20,063	$	12,253
Prepaid tour operator-related costs		2,542		1,804
Prepaid rent-current		578		1,422
Prepaid taxes		1,441		823
Other		12,520		5,383
	$	37,144	$	21,685

        Windstorm, construction and other insurance as of June 30, 2005 included $12.0 million for all risk insurance related to the Company's Paradise Island properties and $3.6 million of prepaid construction insurance in connection with the Company's Phase III expansion on Paradise Island. The new policy year for the windstorm insurance began on June 1, 2005 and expires May 31, 2006. As of June 30, 2005, other prepaid expenses consisted primarily of vendor and supplier prepayments made during the normal course of business and prepayments relating to the commencement of operations at the Marina Village at Atlantis which opened in July 2005.

Note 7—Property and Equipment, net

        Components of property and equipment, net were as follows:

	June 30, 2005			December 31, 2004
Land	$	306,525		$	289,125
Land improvements and utilities		264,582			239,153
Buildings and leasehold improvements		827,834			764,828
Furniture, machinery and equipment		335,687			284,754
Construction in progress		140,214			106,566
		1,874,842			1,684,426
Less: accumulated depreciation		(367,508	)		(336,786	)
	$	1,507,334		$	1,347,640

        Included in property and equipment, net as of June 30, 2005, is $147.3 million related to Reethi Rah, which was consolidated as of May 1, 2005 pursuant to FIN 46R.

        During the six months ended June 30, 2005, the Company wrote-off $10.5 million of previously capitalized costs included in construction in progress as of December 31, 2004. These costs related to the planning and development of all of the Company's proposed gaming projects in the United Kingdom (excluding costs associated with the Company's casino project in Northampton) and were expensed due to the passage of gaming reform legislation in April 2005 that was less favorable than the Company had previously anticipated. During the six months ended June 30, 2005, the Company

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completed the sale of $2.4 million of real estate at the Ocean Club Estates. The sale of this real estate, which was classified as an asset held for sale of December 31, 2004, resulted in a loss of $0.1 million.

        Depreciation expense was $33.1 million and $29.6 million for the six months ended June 30, 2005 and 2004, respectively, and $17.4 million and $14.6 million for the three months ended June 30, 2005 and 2004, respectively. The amount of capitalized interest for the three months ended June 30, 2005 and 2004 was $3.2 million and $2.1 million, respectively and for the six months ended June 30, 2005 and 2004 was $5.5 million and $2.6 million, respectively.

Note 8—Related Party Transactions

        In the normal course of business, the Company undertakes transactions with a number of unconsolidated affiliated companies. Certain of the Company's subsidiaries provide construction funding, project consulting, operating advances and management and development services to such affiliates. Components of amounts due from affiliates were as follows:

	June 30, 2005			December 31, 2004
Reethi Rah	$	—		$	56,543
Harborside at Atlantis		20,755			18,414
Mauritius Resorts		10,278			6,707
Cape Town		7,153			5,790
One&Only Kanuhura		4,082			4,022
Atlantis, The Palm		3,647			2,520
South Africa		1,479			1,743
Royal Mirage		2,038			1,378
Ocean Club Residences & Marina		3,733			—
Other		902			302
		54,067			97,419
Less: Amounts due within one year		(23,668	)		(15,682	)
	$	30,399		$	81,737

        On December 4, 2002, the Company entered into a credit arrangement with Reethi Rah and various other financial institutions for the purpose of providing subordinated financing for the building and developing of One&Only Maldives at Reethi Rah. In connection with this financing arrangement, the Company had entered into a series of completion loans in the principal amount of $97.5 million as of June 30, 2005. During the three months ended June 30, 2005, the Company obtained an appraisal of the resort which indicated that the carrying amount of the Company's subordinated notes receivable due from Reethi Rah was not fully recoverable. As a result, the Company recorded a $25.0 million impairment of its subordinated notes receivable for the three and six months ended June 30, 2005.

        In May 2005, the Company entered into a senior subordinated credit agreement with Reethi Rah (the "Reethi Rah Credit Agreement"), which superseded any and all credit arrangements among

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Reethi Rah, the Company and Sun Resorts Limited ("SRL"), an equity method investee, and provides for the Company and SRL to provide up to $130.0 million in construction financing to Reethi Rah. In addition, the Reethi Rah Credit Agreement provides for operating loans over a four-year period with each annual loan amount equal to the difference between $6.0 million and Reethi Rah's Net Operating Income, as defined. Pursuant to the Reethi Rah Credit Agreement, during the six months ended June 30, 2005, the Company loaned to Reethi Rah $43.1 million, net of repayments, for construction and operating loans. As of June 30, 2005, the Company had outstanding completion and operating loans with a principal amount of $72.5 million, net of an allowance of $25.0 million. No asset relating to these loans is presented in the accompanying condensed consolidated balance sheet since the Company consolidated Reethi Rah.

        As of June 30, 2005, amounts due from affiliates included $3.7 million of costs due from the joint venture related to the development of the Ocean Club Residences & Marina.

        Other amounts due from affiliates as of June 30, 2005 includes $0.7 million due from CapitaLand Commercial and Intergrated Development ("CapitaLand"). On January 10, 2005, the Company entered into a memorandum of understanding relating to the creation of a joint venture to be owned 60% by the Company and 40% by CapitaLand for the purpose of submitting a joint concept proposal to the Singapore government for the development of an integrated entertainment resort complex on Sentosa Island in Singapore. The Company's Phase III expansion on Paradise Island includes the development of a condo-hotel (the "Residences at Atlantis") through a joint venture with Turnberry Associates. Included in other amounts due from affiliates as of June 30, 2005 is $0.2 million due from the joint venture developing the Residences at Atlantis.

        As of June 30, 2005, amounts due to affiliates, current includes $12.0 million due to the Ocean Club Residences & Marina joint venture. This amount primarily represents customer deposits related to the condominium project which are being held in escrow by the Company on behalf of the joint venture. Amounts due to affiliates, non-current of $21.1 million as of June 30, 2005 consists of principal and interest amounts due to SRL from Reethi Rah, a consolidated variable interest entity. Principal and interest amounts due to SRL under the Reethi Rah Credit Agreement are due in monthly installments beginning July 1, 2005 through December 31, 2015. Amounts under the Reethi Rah Credit Agreement bear interest at the British Bankers' Association Interest Settlement Rate for the LIBOR Rate Period, as defined, plus 500 basis points.

Trading Cove New York

        Through Kerzner New York, Inc. a wholly owned subsidiary, the Company owns 50% of Trading Cove New York ("TCNY"). In March 2001, TCNY entered into a development services agreement (the "TCNY Development Agreement") with the Stockbridge-Munsee band of Mohican Indians ("Stockbridge-Munsee Tribe") for the development of a casino (the "Catskills Project") in the Catskills region of the State of New York (the "State"). The Stockbridge-Munsee Tribe has land claim litigation pending in the U.S. District Court for the Northern District of New York (the "Court") against the State, the counties of Madison and Oneida and several municipalities to recover lands within the state that it alleges were wrongfully taken from the tribe. In December 2004, the Stockbridge-Munsee Tribe

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and the State entered into the "Agreement of Settlement and Compromise to Resolve the Stockbridge-Munsee Land Claims in the State of New York" (the "New York Settlement Agreement").

        The New York Settlement Agreement provided that it would automatically terminate on September 1, 2005 in the event key approvals and authorizing legislation were not obtained, subject to extension by the mutual written consent of the parties. As of September 1, 2005, many of the key approvals and authorizing legislation had not been obtained, and the New York Settlement Agreement was not extended by the parties. Two recent court decisions have impacted the effectuation of the settlement and the State's general strategy in dealing with Native American land claims, including the Stockbridge-Munsee Tribe's land claim. The Company can make no representation as to whether the Catskills Project will be completed.

        As it has been the Company's policy to expense certain costs that TCNY capitalized due to the uncertainty of the recoverability of such costs, the Company's investment as of June 30, 2005 was $1.9 million, which consisted almost entirely of land acquired for the potential project. As such, the Company believes the book value of land included in the Company's investment is similar to the fair value and should TCNY not proceed with the Catskills Project, the Company would not anticipate a significant write off.

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Note 9—Deferred Charges and Other Assets, net

        Deferred charges and other assets, net include debt issuance costs, net of amortization, which relate to costs incurred in connection with the issuance of the Company's $400.0 million principal amount of its 8?% senior subordinated notes, $230.0 million principal amount of its 2.375% convertible senior subordinated notes, its amended credit facility and Palmilla JV LLC's $110.0 million notes. The amortization of debt issuance costs included in interest expense was $1.2 million and $0.9 million for the three months ended June 30, 2005 and 2004, respectively, and $2.4 million and $1.6 million for the six months ended June 30, 2005 and 2004, respectively.

        The Company's interest rate swap asset, net is $5.9 million and $6.8 million as of June 2005 and December 31, 2004.

        Deferred charges and other assets, net as of June 30, 2005 includes a $1.0 million deposit made by the Company towards the purchase of the Hurricane Hole Marina property and related real estate on Paradise Island. The Company completed the purchase of this real estate in August 2005 for approximately $22.7 million, net of related costs.

Note 10—Investments in Associated Companies

	June 30, 2005		December 31, 2004		Ownership Interest
BLB Investors, L.L.C.	$	39,790	$	38,273	37.50	%
Sun Resorts Limited (Mauritius Resorts)		25,942		26,323	20.40	%
Kerzner Istithmar Limited		50,923		21,440	50.00	%
Trading Cove Associates		15,030		14,908	50.00	%
Harborside at Atlantis		17,620		9,044	50.00	%
Ocean Club Residences & Marina		4,040		—	50.00	%
One&Only Kanuhura		1,783		2,303	18.75	%
Trading Cove New York		1,869		1,809	50.00	%
Other		38		38	50.00	%
	$	157,035	$	114,138

BLB Investors, L.L.C.

        On March 10, 2004, Kerzner announced that it entered into a joint venture, BLB Investors, L.L.C. ("BLB"), with an affiliate of Starwood Capital Group, L.L.C. ("Starwood Capital") and an affiliate of Waterford Group, L.L.C. ("Waterford') for the purpose of acquiring an interest in Wembley plc ("Wembley"), which owned gaming and track operations in the United States and owns race tracks in the United Kingdom. BLB is owned 37.5% by each of us and Starwood Capital, with Waterford owning the balance of 25%. The Company accounts for its investment in BLB pursuant to the equity method of accounting. During the six months ended June 30, 2005, the Company recorded a $1.5 million increase, related to an unrealized gain, to its investment in BLB and a corresponding increase to shareholders' equity. This unrealized gain reflects the change in fair value of the Company's share of Wembley's stock held by BLB and is classified as other comprehensive income in the accompanying condensed consolidated statements of shareholders' equity and comprehensive income.

        In July 2005, BLB acquired the U.S. operations of Wembley in Rhode Island and Colorado for approximately $464.0 million. The acquired operations include Lincoln Park in Rhode Island, which includes a greyhound racetrack with video lottery terminals. In connection with this transaction, Wembley repurchased BLB's 22.2% shareholding in Wembley for approximately $116.0 million. The balance of the purchase price was financed on a non-recourse basis by a consortium of banks that

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underwrote a $495.0 million senior secured credit facility, which includes a $125.0 million revolving credit facility that will be used primarily to finance the proposed redevelopment of Lincoln Park.

Kerzner Istithmar Limited

        The Company has agreed to invest $125.0 million in the form of Class A common stock in Kerzner Istithmar Limited ("Kerzner Istithmar"), the entity which is developing Atlantis, The Palm, Dubai. As of June 30, 2005, the Company had invested $51.6 million in Kerzner Istithmar. As these funds were utilized by Kerzner Istithmar during the construction of Atlantis, The Palm, $1.0 million of related capitalized interest is included in the investment as of June 30, 2005.

        The Company has entered into a development agreement with Kerzner Istithmar that entitles the Company to receive $20.0 million and reimbursement of certain expenses over the development period of Atlantis, The Palm. The Company currently has a 50% ownership interest in Kerzner Istithmar, and as such, expects to recognize $10.0 million in development fees over the development period. For the three and six months ended June 30, 2005, the Company recognized $0.1 million and $0.3 million, respectively, of development fees related to Atlantis, The Palm. These amounts are included within management, development and other fees in the accompanying condensed consolidated statement of operations. The Company's investment has been reduced by $0.7 million, representing the portion of the development fee cumulatively recognized pertaining to our 50% ownership interest in Kerzner Istithmar.

Ocean Club Residences & Marina

        In December 2004, the Company announced the development of the Ocean Club Residences & Marina, an ultra-luxury condominium project at the Ocean Club Estates, a residential development adjacent to the Ocean Club Golf Course. The Company participates in a joint venture with a Bahamian partner for this project. The Company commenced pre-sales of the Ocean Club Residences & Marina in 2005 and commenced development in the second quarter of 2005. The Company's investment in the Ocean Club Residences & Marina as of June 30, 2005 includes the Company's carryover basis of land and certain direct costs related to the construction and development of the project, both of which were contributed by the Company to the joint venture entity in exchange for its 50% equity ownership interest.

Trading Cove Associates

        The following represents summarized information of Trading Cove Associates ("TCA"), an equity method investment in which the Company maintains a 50% ownership interest, for the three and six months ended June 30, 2005 and 2004.

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2005			2004			2005			2004
Revenues	$	18,210		$	16,957		$	34,871		$	33,359
Total expenses		(92	)		(86	)		(646	)		(194	)
Interest and dividend income		3			2			7			3
Net income	$	18,121		$	16,873		$	34,232		$	33,168

        Relinquishment fees—equity in earnings of TCA amounted to $9.7 million and $9.0 million for the three months ended June 30, 2005 and 2004, respectively, and 18.4 million and $17.8 million for the six months ended June 30, 2005 and 2004, respectively. Such amounts do not equal 50% of the reported net income of TCA, primarily as a result of a priority distribution.

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Note 11—Long-Term Debt

        Long-term debt consisted of the following:

	June 30, 2005			December 31, 2004
Fifth Amended Credit Facility	$	—		$	—
$400 million 87/8% Senior Subordinated Notes due 2011(a)		412,156			413,427
$230 million 2.375% Convertible Senior Subordinated Notes due 2024		230,000			230,000
Palmilla Notes		110,000			110,000
Reethi Rah Term Loan Facility(b)		48,500			—
Reethi Rah Loan(c)		4,735			—
Other(d)		5,518			1,361
		810,909			754,788
Less: amounts due within one year		(5,418	)		(659	)
	$	805,491		$	754,129

(a) Tender Offer and Consent Solicitation of 8⁷/8% Senior Subordinated Notes

        In September 2005, the Company commenced an offer (the "Tender Offer") and consent solicitation (the "Consent Solicitation" and, together with the Tender Offer, the "Offer and Solicitation") relating to the $400.0 million aggregate principal amount outstanding of the Company's 8⁷/8% senior subordinated notes due 2011 (the "8⁷/8% Senior Subordinated Notes"). The Company is offering to purchase the 8⁷/8% Senior Subordinated Notes pursuant to the Tender Offer at $1,082.83 per $1,000 principal amount of the 8⁷/8% Senior Subordinated Notes to each seller in cash (the "Total Consideration"). The Total Consideration includes a consent payment of $22.25 per $1,000 principal amount of the 8⁷/8% Senior Subordinated Notes (the "Consent Payment") payable only to holders who tender their 8⁷/8% Senior Subordinated Notes and validly deliver their consents (and do not withdraw them) on or prior to September 21, 2005. Holders who tender their 8⁷/8% Senior Subordinated Notes after September 21, 2005 and on or prior to October 8, 2005 will receive the Total Consideration less the Consent Payment. The Tender Offer will expire on October 8, 2005 unless the Company extends it. The Consent Solicitation is for consent to eliminate substantially all of the restrictive covenants and certain default provisions form the 8⁷/8% Senior Subordinated Notes.

        In connection with this refinancing, the Company expects to incur consent solicitation and prepayment penalties of $33.1 million, $3.6 million of accrued interest from August 16, 2005 through September 21, 2005 and to write-off approximately $6.0 million of debt issuance costs. Additionally, there was an unamortized premium of $4.5 million and interest rate swap agreements with a fair value of $7.7 million as of June 30, 2005 related to the 8⁷/8% Senior Subordinated Notes.

(b) Reethi Rah Term Loan Facility

        On December 29, 2004, Reethi Rah entered into a facility agreement ("Reethi Rah Term Loan Facility") with a third-party financial institution (the "Lender"). Under the Reethi Rah Term Loan Facility, the Lender agreed to make available to Reethi Rah a term loan facility in an aggregate amount equal to $50.0 million to be used towards the development of One&Only Maldives at Reethi Rah. Loans under Reethi Rah Term Loan Facility bear interest at (a) the London Interbank Offered Rate ("LIBOR") plus 3.25% for the period up to and including May 1, 2005, (b) LIBOR plus 2.00% on the first $6.0 million of loans and LIBOR plus 3.25% on any other outstanding amounts above $6.0 million for the period from May 2, 2005 through May 1, 2009, and (c) LIBOR plus 3.25% from May 2, 2009 thereafter. Interest on outstanding loans is paid semi-annually on March 31 and September 30. The average interest rate for the two months ended June 30, 2005 was 6.58%. Principal

20

payments of $2.5 million are due semi-annually on June 30 and December 31 beginning December 31, 2005 through June 30, 2015. As of June 30, 2005, Reethi Rah had $48.5 million of loans outstanding under the Reethi Rah Term Loan Facility.

        The Reethi Rah Term Loan Facility contains affirmative and restrictive covenants which, among other things: (a) require periodic financial reporting, (b) require meeting certain financial amounts, (c) limit the incurrence of indebtedness and (d) limit asset expenditures and dispositions outside the ordinary course of business. As of June 30, 2005 management believes that Reethi Rah was in compliance with all such covenants. In addition, the Reethi Rah Term Loan Facility is secured by substantially all assets of Reethi Rah, including property and equipment and certain other assets, which have been pledged as collateral.

        The Reethi Rah Term Loan Facility is guaranteed, in part, by the Company. The Company entered into a guarantee agreement with the Lender which provides for the Company to make certain operating loans to Reethi Rah in an amount not to exceed the lesser of (i) $6.0 million or (ii) the amount of principal and interest due but not paid to the Lender pursuant to the Reethi Rah Term Loan Facility. The guarantee is effective for four years beginning May 1, 2005, the date at which One&Only Maldives at Reethi Rah commenced operations. See Note 8—Related Party Transactions, for discussion of operating loans funded to Reethi Rah.

(c) Reethi Rah Loan

        On December 1, 2002 Reethi Rah entered into a loan facility agreement ("Reethi Rah Loan") with a syndicate of banks (the "Reethi Rah Lenders") for a principal aggregate amount of up to $5.0 million, comprising a maximum principal amount of $2.5 million from each of the Reethi Rah Lenders. Amounts under the Reethi Rah Loan bear interest at 12% per annum. Principal and interest payments are due in monthly installments through January 31, 2008. As of June 30, 2005, Reethi Rah had $4.7 million outstanding under the Reethi Rah Loan. The Reethi Rah Loan is secured by a first priority mortgage of the underlying Reethi Rah property.

(d) Other

        Other long-term debt consists of capital leases for machinery and equipment. As of June 30, 2005, this amount includes Reethi Rah's obligation under $4.5 million of capital leases for property and equipment at One&Only Maldives at Reethi Rah.

Note 12—Shareholders' Equity

        In August 2005, the Company announced that its Board of Directors approved a share repurchase program authorizing the Company to purchase up to two million of the Company's ordinary shares. The share repurchases will be made at management's discretion from time to time in the open market through block trades or otherwise. Depending upon market conditions and other factors, share repurchases may be commenced or suspended at any time. As of September 12, 2005, the Company has repurchased 0.5 million of its ordinary shares for $26.8 million.

        In August 2005, the Company entered into a restricted stock agreement with its Chief Executive Officer. This long-term arrangement does not provide for vesting of any of the granted shares until 2009 at the earliest and postpones the vesting of the final tranche of granted shares until not earlier than 2011, except in limited circumstances that relate to a termination of Mr. Kerzner's employment or the occurrence of a change of control of the Company. Pursuant to the agreement, 500,000 ordinary shares were granted under the Company's 2003 stock incentive plan. These restricted shares are divided into five tranches, each of 100,000 restricted shares that vest, subject to conditions in the agreement, upon the price of our ordinary shares reaching target prices ranging from $75 to $95. The Chief

21

Executive Officer's rights with respect to such ordinary shares may become fully vested and non-forfeitable subject to the terms and the conditions of the agreement.

Note 13—Income Taxes

        Realization of future tax benefits related to deferred tax assets is dependent on many factors, including the Company's ability to generate future taxable income. The valuation allowance is adjusted in the period the Company determines it is more likely than not that deferred tax assets will or will not be realized. The Company considered these factors in reaching the conclusion to reduce the valuation allowance by $5.2 million and $7.3 million during the three and six months ended June 30, 2005, respectively, and $2.7 million and $5.6 million during the three and six months ended June 30, 2004, respectively, which resulted in a reduction to the provision for income taxes.

Note 14—Commitments and Contingencies

Kanuhura Guarantee

        In connection with the Company's purchase of a 25% initial equity interest in One&Only Kanuhura ("Kanuhura"), the Company was required to guarantee certain obligations, totaling $10.7 million to its other shareholders. The Company is not obligated under these guarantees unless the property's senior bank debt agreement prevents available cash flow from being distributed to the shareholders, nor until Kanuhura repays certain senior debt owed. As of June 30, 2005, the amount of senior debt owed was $2.3 million, excluding accrued interest. The Company's obligations under these guarantees expire when the underlying obligations are repaid. Upon having to satisfy these guarantees, the Company would be deemed to have made a loan to Kanuhura on the same terms of the underlying note that was satisfied. As these guarantees were issued in July 2001 and the Company did not modify these guarantees after December 31, 2002, no amount has been recorded for the fair value of these guarantees.

Commitment with Reethi Rah

        At June 30, 2005, Reethi Rah had outstanding indebtedness which included $72.5 million principal amount, net of an allowance of $25.0 million resulting from the impairment of the Company's subordinated notes receivable, of subordinated development and operating loans advanced by Kerzner. These loans have been eliminated upon the consolidation of Reethi Rah as of May 1, 2005 in accordance with FIN 46R. In addition, the Company entered into a guarantee agreement with the Lender as discussed in Note 11—Long-Term Debt.

Lease Obligations

        At June 30, 2005, the Company's minimum lease obligation under various non-cancelable operating leases for the second half of 2005 is $1.5 million. Reethi Rah has entered into to a long-term land lease with the government of the Maldives for the land on which One&Only Maldives at Reethi Rah is constructed. In accordance with the terms of the lease, Reethi Rah's future lease obligation for the second half of 2005 is $0.3 million.

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        Future minimum lease obligations under all of the Company's various non-cancelable operating leases with terms in excess of one year at June 30, 2005 (excluding the period from July 1, 2005 to December 31, 2005) are as follows:

Year Ending December 31,
2006	$	3,341
2007		2,965
2008		2,578
2009		2,693
2010		2,771
Thereafter		27,302
	$	41,650

Atlantis, The Palm Commitment

        In September 2003, the Company entered into agreements to form a joint venture with Nakheel LLC ("Nakheel"), an entity owned by the Royal Family of Dubai, to develop Atlantis, The Palm. The first phase of the project will include a resort and an extensive water theme park situated on beachfront property. Atlantis, The Palm will be located on The Palm, Jumeirah, a land reclamation project in Dubai. On June 23, 2004, the Company announced that it had entered into an agreement with Istithmar which assumed all obligations and rights of its affiliate, Nakheel, pursuant to which the scope of Atlantis, The Palm was increased. In June 2005, the Company and its joint venture partner, Istithmar PJSC ("Istithmar") agreed to a revised construction budget for Atlantis, The Palm, totaling approximately $1.2 billion.

        The Company and Istithmar have each agreed to invest $125.0 million in the form of Class A common stock in the joint venture and Istithmar has agreed to underwrite $250.0 million of the joint venture's limited voting Class B common stock. As part of the transaction, Kerzner has entered into a development services agreement and a long-term management agreement with the joint venture company. In addition, each of Istithmar and Kerzner will provide, on a joint and several basis, additional sponsor support of up to $55.0 million with respect to cost overruns and post-completion debt service obligations.

Morocco

        The Company has entered into a joint venture agreement with two local Moroccan companies and related development and long-term management agreements. The agreements require each party to provide equity based on the initially estimated project cost of $230.0 million. The Company's component of the equity contribution as stated in the joint venture agreement is $46.0 million. Based on the current preliminary designs for the project, the budget is now anticipated to be approximately $300.0 million, although a more definitive amount will not be available until further detailed design work has been completed.

        As a result of the budget increase, the need to arrange additional debt and equity financing and the additional design work required for the project, the Company expects that there will be material amendments of the project agreements, and management does not intend to proceed with the development of this project unless such amendments are obtained. Construction is anticipated to commence in the first half of 2006, with an expected completion date during the second half of 2008. No assurances can be given at this time that either the additional debt or equity financing will be obtained or the likely material amendments to project documents will be agreed, both of which will be necessary in order for this project to move forward to construction.

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Litigation, Claims and Assessments

        The Company is involved in certain litigation and claims incidental to its business. Management does not believe, based on currently available information, that these matters will have a material adverse effect on the accompanying condensed consolidated financial statements.

Note 15—Segment Information

        The Company evaluates the performance of its segments based primarily on their contribution to net income, which is their respective revenues generated after direct operating costs, and depreciation and amortization attributable to each segment. Corporate expenses, interest income and expense, income taxes and other income and expenses are not allocated to the segments but are separately evaluated. The accounting policies of these reportable segments are the same as those disclosed in Note 2—Summary of Significant Accounting Policies. The following tables are an analysis of net revenues, contribution to net income and total assets, depreciation and amortization and capital additions by segment:

Net Revenues

			For the Three Months Ended June 30,						For the Six Months Ended June 30,
			2005			2004			2005			2004
Destination Resorts:
	Atlantis, Paradise Island(1)
		Rooms	$	53,399		$	50,767		$	109,109		$	103,317
		Casino		32,760			31,488			77,832			73,406
		Food and beverage		36,372			37,332			74,552			72,689
		Other resort		16,847			18,277			34,749			37,045
				139,378			137,864			296,242			286,457
	Less: promotional allowances			(5,392	)		(5,468	)		(13,162	)		(12,879	)
				133,986			132,396			283,080			273,578
	Tour operations			9,923			7,615			17,229			14,659
	Harborside at Atlantis fees			1,099			690			2,110			1,309
				145,008			140,701			302,419			289,546
		Atlantis, The Palm fees		95			179			296			179
				145,103			140,880			302,715			289,725
	Gaming:
		Connecticut(2)		6			—			229			—
One&Only Resorts:
	One&Only Ocean Club			12,452			10,151			25,724			21,243
	One&Only Palmilla			16,317			9,946			34,885			19,448
	One&Only Maldives at Reethi Rah			1,935			418			1,935			546
	Other resorts(3)			2,070			2,371			6,821			7,039
	Tour operations			3,344			3,620			9,031			9,413
				36,118			26,506			78,396			57,689
Other(4)				1,055			934			2,680			2,019
			$	182,282		$	168,320		$	384,020		$	349,433

(1)

Consists of revenue from Atlantis, Paradise Island, the Ocean Club Golf Course, the Company's wholly owned tour operator, PIV Inc., and marketing and development fee income from the Company's interest in Harborside at Atlantis.

(2)

Consists of development and other fees related to Mohegan Sun. Relinquishment fees—equity in earnings of TCA related to the Company's Gaming segment are included as a separate component outside of income from operations in the accompanying condensed consolidated statements of operations.

(3)

Includes management, marketing and development fees from One&Only Resorts properties located in Mauritius, Dubai and the Maldives, excluding One&Only Maldives at Reethi Rah

(4)

Includes revenue not directly attributable to Destination Resorts, Gaming or One&Only Resorts.

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Contribution to Net Income

			For the Three Months Ended June 30,						For the Six Months Ended June 30,
			2005			2004			2005			2004
Destination Resorts:
	Atlantis, Paradise Island		$	30,939		$	32,848		$	74,872		$	70,768
	Tour operations			2,080			2,132			3,774			3,658
	Harborside at Atlantis(1)			6,471			4,169			11,035			8,032
	Ocean Club Residences & Marina(2)			(242	)		—			(242	)		—
				39,248			39,149			89,439			82,458
		Atlantis, The Palm(3)		(63	)		170			125			170
				39,185			39,319			89,564			82,628
Gaming:
	Connecticut(4)			9,694			9,045			18,595			17,767
	United Kingdom(5)			(2,118	)		(691	)		(13,169	)		(1,018	)
	Other(6)			468			(1,714	)		(484	)		(1,860	)
				8,044			6,640			4,942			14,889
One&Only Resorts:
	One&Only Ocean Club			2,721			1,872			6,421			4,680
	One&Only Palmilla(7)			2,482			304			6,556			(1,008	)
	One&Only Maldives at Reethi Rah(8)			(2,213	)		418			(2,213	)		546
	Other resorts(9)			1,957			2,207			6,209			6,404
	Direct expenses(9)			(2,952	)		(5,521	)		(6,886	)		(8,074	)
	Other(10)			(250	)		262			1,314			1,867
				1,745			(458	)		11,401			4,415
	Impairment of notes receivable from Reethi Rah			(25,043	)		—			(25,043	)		—
				(23,298	)		(458	)		(13,642	)		4,415
General corporate				(9,764	)		(8,647	)		(20,123	)		(17,261	)
	Interest income			2,568			779			4,789			1,390
	Interest expense, net of capitalization			(10,777	)		(8,929	)		(21,159	)		(17,093	)
	Other, net			6			509			12			427
	Benefit (provision) for income taxes			1,814			(295	)		110			(481	)
	Interest expense, minority and noncontrolling interests(11)			2,723			1,224			3,958			2,046
		Net income	$	10,501		$	30,142		$	48,451		$	70,960

(1)

Consists of equity in earnings, marketing, development and other fees related to Harborside at Atlantis.

(2)

Consists of equity losses from the Company's 50% investment in Paradise Island Joint Venture Limited, which is developing Ocean Club Residences & Marina.

(3)

Consists of development fees, net of related costs and equity loss from the Company's investment in Atlantis, the Palm.

(4)

Consists of relinquishment fees—equity in earnings of TCA and development and other fees related to Mohegan Sun.

(5)

Consists of costs relating to the Company's UK gaming projects, including the write-off of $10.5 million of previously capitalized costs during the six months ended June 30, 2005.

(6)

Consists of equity in losses of BLB and Trading Cove New York and direct expenses for the Company's gaming segment.

(7)

Consists of earnings before interest and taxes, net of minority interest, related to One&Only Palmilla for the three and six months ended June 30, 2005 and 2004.

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(8)

Consists of earnings before interest, net of noncontrolling interest, related to One&Only Maldives at Reethi Rah for the three and six months ended June 30, 2005. Results for the three and six months ended June 30, 2004 represent development fees related to One&Only Reethi Rah prior to consolidation in accordance with FIN46R.

(9)

Consists of management, marketing, development and other fees, net of SRL minority interests and direct expenses related to the One&Only Resorts businesses located in Mauritius, Dubai and the Maldives.

(10)

Consists of equity in earnings of SRL and Kanuhura.

(11)

Consists of minority and noncontrolling interests related to the portion of One&Only Palmilla's and One&Onlly Reethi Rah's interest expense and taxes, which are not allocated to the One&Only Resorts segment.

Total Assets, Depreciation and Amortization and Capital Additions

		As of June 30, 2005		Six Months Ended June 30, 2005
		Total Assets		Depreciation and Amortization		Capital Additions
Destination Resorts:
	Atlantis, Paradise Island(1)	$	1,238,482	$	24,893	$	59,173
	Atlantis, The Palm		50,923		—		—
			1,289,405		24,893		59,173
Gaming:
	Connecticut(2)		15,031		—		—
	United Kingdom(3)		6,262		—		442
	Other(2)		39,660		—		—
			60,953		—		442
One&Only
	One&Only Ocean Club		85,669		2,939		72
	One&Only Palmilla		161,339		2,885		741
	One&Only Maldives at Reethi Rah		168,949		1,805		4,680
	Other Resorts(4)		52,332		196		94
			468,289		7,825		5,587
General corporate(5)			450,525		458		406
		$	2,269,172	$	33,176	$	65,608

(1)

Includes assets from Atlantis, Paradise Island, the Company's wholly owned tour operator, PIV, Inc., the Ocean Club Golf Course and the Company's investment in Harborside at Atlantis. Also includes $12.0 million of restricted cash representing customer deposits related to the Ocean Club Residences & Marina condominium project.

(2)

Connecticut includes the Company's investment in TCA and other includes the Company's investments in BLB and Trading Cove New York ("TCNY").

(3)

United Kingdom capital additions represent additions in connection with the Company's casino project in Northampton.

(4)

Includes the Company's investments in SRL and Kanuhura.

(5)

General corporate includes $119.4 million of short-term investments and $243.0 million of cash and cash equivalents.

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		As of December 31, 2004		Six Months Ended June 30, 2004
		Total Assets		Depreciation and Amortization		Capital Additions(4)
Destination Resorts:
	Atlantis, Paradise Island(1)	$	1,176,264	$	24,227	$	45,876
	Atlantis, The Palm		21,440		—		—
			1,197,704
Gaming:
	Connecticut(2)		15,141		—		—
	United Kingdom		12,069		—		—
	Other(2)		38,274		—		455
			65,484		—
One&Only:
	One&Only Ocean Club		79,675		1,954		663
	One&Only Palmilla		156,848		2,785		13,284
	Other Resorts(3)		52,715		166		175
			289,238		4,905		14,122
General corporate(5)			534,849		455		165
		$	2,087,275	$	29,587	$	60,618

(1)

Includes assets from Atlantis, Paradise Island, the Company's wholly owned tour operator, PIV, Inc., the Ocean Club Golf Course and the Company's investment in Harborside at Atlantis.

(2)

Connecticut includes the Company's investment in TCA and other includes the Company's investments in BLB and TCNY.

(3)

Includes the Company's investments in SRL and Kanuhura.

(4)

Capital additions for the six months ended June 30, 2004 include payments for property and equipment of $54.3 million and acquisition of assets from Club Méditerranée (Bahamas) Limited of $6.3 million.

(5)

General corporate includes $203.9 million of short-term investments and $180.3 million of cash and cash equivalents.

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Note 16—Supplemental Condensed Consolidating Financial Information

        In September 2005, the Company commenced a tender offer and consent solicitation relating to the $400.0 million aggregate principal amount outstanding of the 8⁷/8% Senior Subordinated Notes. As of October 8, 2005, approximately 99.59% of the $400.0 million aggregate principal amount outstanding of the 8⁷/8% Senior Subordinated Notes were received and accepted for payment by the Company and one of its wholly owned subsidiaries, Kerzner International North America, Inc. ("KINA"). The Company used the proceeds from a new offering of $400.0 million 6³/4% senior subordinated notes ("6³/4% Senior Subordinated Notes") that closed on September 22, 2005, together with the cash on hand, to repay the tendered 8⁷/8% Senior Subordinated Notes. The 6³/4% Senior Subordinated Notes were co-issued by the Company and KINA. The 6³/4% Senior Subordinated Notes are guaranteed by substantially all of the Company's wholly owned subsidiaries (the "Subsidiary Guarantors") and are jointly and severally irrevocably and unconditionally guaranteed. The following supplemental financial information sets forth condensed consolidated balance sheets, statements of operations and statements of cash flows for each of the co-issuers of the 6³/4% Senior Subordinated Notes, Kerzner and KINA, and, on a combined basis, for the Subsidiary Guarantors and non-guarantor subsidiaries. For purposes of these statements the investment in subsidiaries amounts have been accounted for pursuant to the equity method of accounting.

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Condensed Consolidating Balance Sheet at June 30, 2005

			Kerzner		KINA			Guarantor Subsidiaries			Non Guarantor Subsidiaries.		Eliminations			Consolidated
Assets
Current assets:
	Cash and cash equivalents		$	1,100	$	4,612		$	221,125		$	16,180	$	—		$	243,017
	Restricted cash			—		—			12,380			3,827		—			16,207
	Short-term investments			—		—			119,388			—		—			119,388
	Trade receivables, net			43		909			31,715			8,040		110			40,817
	Due from affiliates			621,198		14,847			(594,130	)		4,016		(22,263	)		23,668
	Inventories			—		—			13,332			4,031		—			17,363
	Assets held for sale			—		5,416			—			—		—			5,416
	Prepaid expenses and other assets			926		54			31,546			2,826		1,792			37,144
		Total current assets		623,267		25,838			(164,644	)		38,920		(20,361	)		503,020
	Property and equipment, net			—		40,335			1,157,617			331,195		(21,813	)		1,507,334
	Intangible asset, net			—		—			—			11,922		—			11,922
	Due from affiliates—non- current			77,461		200,000			(171,479	)		—		(75,583	)		30,399
	Deferred tax asset, net			—		13,616			—			—		—			13,616
	Deferred charges and other assets, net			11,914		12,105			16,208			3,010		2,609			45,846
	Investment in subsidiaries			713,092		10			—			—		(713,102	)		—
	Investment in associated companies			1,783		—			156,582			—		(1,330	)		157,035
		Total assets	$	1,427,517	$	291,904		$	994,284		$	385,047	$	(829,580	)	$	2,269,172
Liabilities and Shareholders' Equity
Current liabilities:
	Current maturities of long-term debt		$	—	$	—		$	359		$	5,059	$	—		$	5,418
	Accounts payable and accrued liabilities			5,738		17,525			155,942			17,977		(17,470	)		179,712
	Due to affiliates—current			—		—			15,790			2,087		(4,696	)		13,181
	Capital creditors			—		—			15,196			14,021		—			29,217
		Total current liabilities		5,738		17,525			187,287			39,144		(22,166	)		227,528
Deferred revenue				—		1,435			16,478			3,635		—			21,548
Other long-term liabilities				—		6,027			3,310			174		(104	)		9,407
Due to affiliates—non-current				—		—			—			125,543		(104,428	)		21,115
Long-term debt, net of current maturities				237,696		404,460			234			162,155		946			805,491
		Total liabilities		243,434		429,447			207,309			330,651		(125,752	)		1,085,089
Minority interest				5,884		—			—			—		—			5,884
Shareholder's equity				1,178,199		(137,543	)		786,975			54,396		(703,828	)		1,178,199
Total liabilities and shareholders' equity			$	1,427,517	$	291,904		$	994,284		$	385,047	$	(829,580	)	$	2,269,172

29

Condensed Consolidating Balance Sheet at December 31, 2004

			Kerzner		KINA			Guarantor Subsidiaries			Non Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
	Cash and cash equivalents		$	840	$	3,836		$	172,555		$	3,110	$	—		$	180,341
	Restricted cash			—		—			445			2,323		—			2,768
	Short-term investments			—		—			203,940			—		—			203,940
	Trade receivables, net			43		622			42,225			1,796		(2,943	)		41,743
	Due from affiliates			659,668		20,553			(665,026	)		7,268		(6,781	)		15,682
	Inventories			—		—			10,867			2,586		—			13,453
	Assets held for sale			—		5,416			6,873			—		—			12,289
	Prepaid expenses and other assets			173		66			25,229			1,791		(5,574	)		21,685
		Total current assets		660,724		30,493			(202,892	)		18,874		(15,298	)		491,901
	Property and equipment, net			—		40,064			1,140,840			142,198		24,538			1,347,640
	Due from affiliates—non-current			58,035		200,000			(176,235	)		—		(63	)		81,737
	Deferred tax asset, net			—		11,181			—			—		—			11,181
	Deferred charges and other assets, net			13,050		10,549			11,624			4,032		1,423			40,678
	Investment in subsidiaries			631,933		10			—			—		(631,943	)		—
	Investment in associated companies			2,302		—			112,519			—		(683	)		114,138
		Total assets	$	1,366,044	$	292,297		$	885,856		$	165,104	$	(622,026	)	$	2,087,275
Liabilities and Shareholders' Equity
Current liabilities:
	Current maturities of long-term debt		$	—	$	—		$	495		$	164	$	—		$	659
	Accounts payable and accrued liabilities			7,139		20,634			139,704			12,295		(11,547	)		168,225
	Due to affiliates—current			—		—			2,252			1,521		(3,273	)		500
	Capital creditors			—		—			15,536			496		—			16,032
		Total current liabilities		7,139		20,634			157,987			14,476		(14,820	)		185,416
Deferred revenue				—		412			16,381			3,626		—			20,419
Other long-term liabilities				—		3,973			3,178			52		(104	)		7,099
Long-term debt, net of current maturities				238,693		404,734			361			110,341		—			754,129
		Total liabilities		245,832		429,753			177,907			128,495		(14,924	)		967,063
Minority interest				3,934		—			—			—		—			3,934
Shareholder's equity				1,116,278		(137,456	)		707,949			36,609		(607,102	)		1,116,278
		Total liabilities and shareholders' equity	$	1,366,044	$	292,297		$	885,856		$	165,104	$	(622,026	)	$	2,087,275

30

Condensed Consolidating Statement of Operations for the Six Months Ended June 30, 2005

			Kerzner			KINA			Guarantor Subsidiaries			Non Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
	Casino and resort revenues		$	—		$	—		$	324,435		$	36,820		$	(2,469	)	$	358,786
	Less: promotional allowances			—			—			(13,162	)		—			—			(13,162	)
				—			—			311,273			36,820			(2,469	)		345,624
	Tour operations			—			—			26,260			—			—			26,260
	Management, development and other fees			—			11,404			7,659			3,471			(13,078	)		9,456
	Other			—			—			2,555			125			—			2,680
	Affiliated sales			—			—			5,829			—			(5,829	)		—
				—			11,404			353,576			40,416			(21,376	)		384,020
Equity in subsidiaries' earnings				75,875			—			—			—			(75,875	)		—
Cost and expenses:
	Casino and resort expenses			—			—			162,407			16,080			(7,353	)		171,134
	Tour operations			—			—			22,184			—			(15	)		22,169
	Selling, general and administrative			—			162			54,332			12,925			(2,720	)		64,699
	Management fee			1,500			—			9,109			795			(11,404	)		—
	Corporate expenses			5,024			4,758			10,945			—			120			20,847
	Depreciation and amortization			—			8			28,478			4,690			—			33,176
	Pre-opening expenses			—			—			1,752			—			(4	)		1,748
	UK gaming write-off			—			—			10,529			—			—			10,529
	Impairment of notes receivable			25,043			—			—			—			—			25,043
				31,567			4,928			299,736			34,490			(21,376	)		349,345
Income (loss) from operations				44,308			6,476			53,840			5,926			(75,875	)		34,675
Relinquishment fees—equity in earnings of TCA				—			—			18,366			—			—			18,366
Other income (expense):
	Interest income			1,534			69			4,445			135			(1,394	)		4,789
	Affiliated interest income			1,497			9,139			—			—			(10,636	)		—
	Affiliated interest expense			—			—			(10,636	)		(1,394	)		12,030			—
	Interest expense, net of capitalization			(1,498	)		(17,967	)		4,208			(5,902	)		—			(21,159	)
	Equity in earnings of associated companies			(375	)		—			9,660			—			—			9,285
	Other, net			—			—			12			—			—			12
		Other expense, net		1,158			(8,759	)		7,689			(7,161	)		—			(7,073	)
Income (loss) before income taxes and minority and noncontrolling interests				45,466			(2,283	)		79,895			(1,235	)		(75,875	)		45,968
Benefit (provision) for income taxes				—			2,196			(1,784	)		(302	)		—			110
Minority and noncontrolling interests				2,985			—			—			(612	)		—			2,373
Net income (loss)			$	48,451		$	(87	)	$	78,111		$	(2,149	)	$	(75,875	)	$	48,451

31

Condensed Consolidating Statement of Operations for the Six Months Ended June 30, 2004

			Kerzner			KINA			Guarantor Subsidiaries			Non Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
	Casino and resort revenues		$	—		$	—		$	310,146		$	19,485		$	(2,483	)	$	327,148
	Less: promotional allowances			—			—			(12,879	)		—			—			(12,879	)
				—			—			297,267			19,485			(2,483	)		314,269
	Tour operations			—			—			24,072			—			—			24,072
	Management, development and other fees			—			10,168			5,341			4,243			(10,679	)		9,073
	Other			—			255			1,660			104			—			2,019
	Affiliated sales			—			—			5,510			—			(5,510	)		—
				—			10,423			333,850			23,832			(18,672	)		349,433
Equity in subsidiaries' earnings				71,084			—			—			—			(71,084	)		—
Cost and expenses:
	Casino and resort expenses			—			—			152,960			11,714			(7,139	)		157,535
	Tour operations			—			—			19,908			—			(6	)		19,902
	Selling, general and administrative			—			460			56,485			6,252			(1,243	)		61,954
	Management fee			700			—			8,696			772			(10,168	)		—
	Corporate expenses			4,476			5,955			8,900			—			(116	)		19,215
	Depreciation and amortization			—			13			26,789			2,785			—			29,587
	Pre-opening expenses			—			—			636			2,622			—			3,258
				5,176			6,428			274,374			24,145			(18,672	)		291,451
Income (loss) from operations				65,908			3,995			59,476			(313	)		(71,084	)		57,982
Relinquishment fees—equity in earnings of TCA				—			—			17,767			—			—			17,767
Other income (expense):
	Interest income			376			699			968			19			(672	)		1,390
	Affiliated interest income			(2,257	)		9,139			(1	)		—			(6,881	)		—
	Affiliated interest expense			—			—			(6,881	)		—			6,881			—
	Interest expense, net of capitalization			2,257			(17,988	)		1,540			(3,574	)		672			(17,093	)
	Equity in earnings of associated companies			354			—			6,812			—			—			7,166
	Other, net			—			—			414			13			—			427
		Other expense, net		730			(8,150	)		2,852			(3,542	)		—			(8,110	)
Income (loss) before income taxes and minority interest				66,638			(4,155	)		80,095			(3,855	)		(71,084	)		67,639
Benefit (provision) for income taxes				(115	)		2,120			(1,862	)		(624	)		—			(481	)
Minority interest				4,437			—			—			(635	)		—			3,802
Net income (loss)			$	70,960		$	(2,035	)	$	78,233		$	(5,114	)	$	(71,084	)	$	70,960

32

Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2005

			Kerzner			KINA			Guarantor Subsidiaries			Non Guarantor Subsidiaries			Eliminations		Consolidated
		Net cash provided by (used in) operating activities		(5,215	)		(4,631	)		164,080			(32,299	)		—		121,935
Cash flows from investing activities:
	Payments for property and equipment			—			(355	)		(59,757	)		(5,496	)		—		(65,608	)
	Redemption of short-term investments			—			—			85,245			—			—		85,245
	Acquisition of equity interest in Kerzner Istithmar Limited			—			—			(29,932	)		—			—		(29,932	)
	Loans to affiliates			(52,500	)		—			—			52,500			—		—
	Advances to affiliates, net			44,643			5,762			(94,575	)		301			—		(43,869	)
	Repayments from affiliates			3,150			—			(3,150	)		—			—		—
	Cash resulting from the initial consolidation of variable interest entities			—			—			—			1,519			—		1,519
	Deferred contract acquisition costs			—			—			(1,145	)		—			—		(1,145	)
	Deposit for real estate acquisition			—			—			(1,000	)		—			—		(1,000	)
	Change in restricted cash			—			—			(11,935	)		(1,504	)		—		(13,439	)
	Sale of debt and equity interest in One&Only Kanuhura			340			—			—			—			—		340
	Dispositions of property and equipment			—			—			64			—			—		64
		Net cash provided by (used in) investing activities		(4,367	)		5,407			(116,185	)		47,320			—		(67,825	)
Cash flows from financing activities:
	Repayment of debt			—			—			675			(1,951	)		—		(1,276	)
	Proceeds from exercise of stock options			9,842			—			—			—			—		9,842
		Net cash provided by (used in) financing activities		9,842			—			675			(1,951	)		—		8,566
Increase in cash and cash equivalents				260			776			48,570			13,070			—		62,676
Cash and cash equivalents at beginning of period				840			3,836			172,555			3,110			—		180,341
Cash and cash equivalents at end of period			$	1,100		$	4,612		$	221,125		$	16,180		$	—	$	243,017

33

Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2004

			Kerzner			KINA			Guarantor Subsidiaries			Non Guarantor Subsidiaries			Eliminations			Consolidated
		Net cash provided by (used in) operating activities		(4,221	)		(20,540	)		105,475			5,611			(3,783	)		82,542
Cash flows from investing activities:
	Payments for property and equipment			—			(14	)		(41,346	)		(12,956	)		—			(54,316	)
	Purchase of short-term investments			—			—			(74,804	)		—			—			(74,804	)
	Acquisition of equity interest in associated companies			—			—			(57,759	)		—			—			(57,759	)
	Loans to affiliates			(22,000	)		—			22,000			—			—			—
	Advances to affiliates, net			(222,961	)		8,926			178,289			14,809			—			(20,937	)
	Repayments from affiliates			1,089			—			(1,089	)		—			—			—
	Cash resulting from the initial consolidation of variable interest entities			—			—			—			7,047			—			7,047
	Deferred contract acquisition costs			—			—			(2,874	)		—			—			(2,874	)
	Acquisition of assets from Club Mediterranee (Bahamas) Limited			—			—			(6,302	)		—			—			(6,302	)
	Change in restricted cash			—			—			(26	)		(4,000	)		—			(4,026	)
	Dispositions of property and equipment			—			—			197			—			—			197
		Net cash (provided by) investing activities		(243,872	)		8,912			16,286			4,900			—			(213,774	)
Cash flows from financing activities:
	Proceeds from issuance of debt			230,000			—			—			—			—			230,000
	Borrowings			—			—			5,000			—			—			5,000
	Repayment of debt			—			—			(5,233	)		(776	)		—			(6,009	)
	Debt issuance and modification costs			(6,383	)		—			(79	)		(206	)		—			(6,668	)
	Proceeds from exercise of stock options			27,394			—			—			—			—			27,394
		Net cash provided by (used in) financing activities		251,011			—			(312	)		(982	)		—			249,717
Increase (decrease) in cash and cash equivalents				2,918			(11,628	)		121,449			9,529			(3,783	)		118,485
Cash and cash equivalents at beginning of period				143			17,026			39,207			—			3,856			60,232
Cash and cash equivalents at end of period			$	3,061		$	5,398		$	160,656		$	9,529		$	73		$	178,717

34

QuickLinks

KERZNER INTERNATIONAL LIMITED CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands of U.S. dollars, except share data) (Unaudited)
KERNZER INTERNATIONAL LIMITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands of U.S. dollars, except per share data) (Unaudited)
KERZNER INTERNATIONAL LIMITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of U.S. dollars) (Unaudited)
KERZNER INTERNATIONAL LIMITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (In thousands of U.S. dollars) (Unaudited)
KERZNER INTERNATIONAL LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in tables are in thousands of U.S. dollars, except share data) (Unaudited)
Net Revenues
Contribution to Net Income
Total Assets, Depreciation and Amortization and Capital Additions

EX-25.1

Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)      o

THE BANK OF NEW YORK TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

(State of incorporation if not a U.S. national bank)	95-3571558 (I.R.S. employer identification no.)
700 South Flower Street Suite 500 Los Angeles, California (Address of principal executive offices)	90017 (Zip code)

KERZNER INTERNATIONAL LIMITED

(Exact name of obligor as specified in its charter)

Commonwealth of The Bahamas (State or other jurisdiction of incorporation or organization)	98-0136554 (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

KERZNER INTERNATIONAL NORTH AMERICA, INC.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	59-0763055 (I.R.S. employer identification no.)
1000 S. Pine Island Road Suite 800 Plantation, FL (Address of principal executive offices)	33324 (Zip code)

Kerzner International Bahamas Limited

(Exact name of obligor as specified in its charter)

Commonwealth of The Bahamas (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Island Hotel Company Limited

(Exact name of obligor as specified in its charter)

Commonwealth of The Bahamas (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

2

Paradise Acquisitions Limited

(Exact name of obligor as specified in its charter)

Commonwealth of The Bahamas (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Paradise Beach Inn Limited

(Exact name of obligor as specified in its charter)

Commonwealth of The Bahamas (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Paradise Enterprises Limited

(Exact name of obligor as specified in its charter)

Commonwealth of The Bahamas (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

3

Paradise Island Limited

(Exact name of obligor as specified in its charter)

Commonwealth of The Bahamas (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Kerzner International Management Limited

(Exact name of obligor as specified in its charter)

British Virgin Islands (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Aberdeen Management Limited

(Exact name of obligor as specified in its charter)

Channel Islands (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

4

Birbo NV

(Exact name of obligor as specified in its charter)

Netherlands Antilles (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Paradise Island Futures Limited

(Exact name of obligor as specified in its charter)

Commonwealth of The Bahamas (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Paradise Security Services Limited

(Exact name of obligor as specified in its charter)

Commonwealth of The Bahamas (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

5

Purposeful BV

(Exact name of obligor as specified in its charter)

Netherlands (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Kerzner Hotels International (Bermuda) Limited

(Exact name of obligor as specified in its charter)

Bermuda (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

6

Kerzner Hotels International Management NV

(Exact name of obligor as specified in its charter)

Netherlands Antilles (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Kerzner International Timeshare Limited

(Exact name of obligor as specified in its charter)

Commonwealth of The Bahamas (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Kerzner International Development (Timeshare) Limited

(Exact name of obligor as specified in its charter)

Commonwealth of The Bahamas (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

7

Kerzner International Development Limited

(Exact name of obligor as specified in its charter)

Commonwealth of The Bahamas (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Kerzner International Finance (BVI) Limited

(Exact name of obligor as specified in its charter)

British Virgin Islands (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Kerzner International Marketing (UK) Limited

(Exact name of obligor as specified in its charter)

United Kingdom (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

8

Solea Vacances SA

(Exact name of obligor as specified in its charter)

France (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Kerzner International Development Services Mexico, S. de R.L. de C.V.

(Exact name of obligor as specified in its charter)

Mexico (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

9

Kerzner Investments Palmilla, Inc.

(Exact name of obligor as specified in its charter)

Commonwealth of The Bahamas (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Kerzner International Management Services Mexico, S. de R.L. de C.V.

(Exact name of obligor as specified in its charter)

Mexico (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Kerzner Northampton Limited

(Exact name of obligor as specified in its charter)

United Kingdom (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

10

Kerzner Servicios Mexico, S. de R.L. de C.V.

(Exact name of obligor as specified in its charter)

Mexico (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Kerzner International Development Services (UK) Limited

(Exact name of obligor as specified in its charter)

United Kingdom (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Kerzner International Palm Island Limited

(Exact name of obligor as specified in its charter)

British Virgin Islands (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

11

Kerzner International UAE Limited

(Exact name of obligor as specified in its charter)

British Virgin Islands (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Kerzner International Employment Services Limited

(Exact name of obligor as specified in its charter)

British Virgin Islands (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Kerzner International Development FZ-LLC

(Exact name of obligor as specified in its charter)

Dubai Free Zone (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

12

Kerzner International Management FZ-LLC

(Exact name of obligor as specified in its charter)

Dubai Free Zone (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

One&Only Management Limited

(Exact name of obligor as specified in its charter)

British Virgin Islands (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

One&Only Resorts Limited

(Exact name of obligor as specified in its charter)

British Virgin Islands (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

13

Kerzner International Marine Projects Limited

(Exact name of obligor as specified in its charter)

Commonwealth of The Bahamas (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Kerzner UK Leisure Property Holdings Limited

(Exact name of obligor as specified in its charter)

Commonwealth of The Bahamas (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Kerzner UK Leisure Operations Holdings Limited

(Exact name of obligor as specified in its charter)

Commonwealth of The Bahamas (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

14

Kerzner Greenwich Hotel Limited

(Exact name of obligor as specified in its charter)

United Kingdom (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Kerzner Greenwich Casino Limited

(Exact name of obligor as specified in its charter)

United Kingdom (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

15

Kerzner Glasgow Limited

(Exact name of obligor as specified in its charter)

United Kingdom (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Kerzner UK Gaming Limited

(Exact name of obligor as specified in its charter)

United Kingdom (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Kerzner Manchester Limited

(Exact name of obligor as specified in its charter)

United Kingdom (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

16

Kerzner Investments Morocco Limited

(Exact name of obligor as specified in its charter)

Commonwealth of The Bahamas (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Kerzner International Morocco Holdings Limited

(Exact name of obligor as specified in its charter)

Commonwealth of The Bahamas (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Kerzner International Management (Morocco) Limited

(Exact name of obligor as specified in its charter)

Commonwealth of The Bahamas (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

17

Kerzner International Development (Morocco) Limited

(Exact name of obligor as specified in its charter)

Commonwealth of The Bahamas (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

One&Only Resorts (Deutschland) Gmbh

(Exact name of obligor as specified in its charter)

Germany (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

One&Only Resorts (France) EURL

(Exact name of obligor as specified in its charter)

France (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

18

One&Only Resorts (Southern Africa) (Pty) Limited

(Exact name of obligor as specified in its charter)

South Africa (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

World Leisure Holidays (Pty) Limited

(Exact name of obligor as specified in its charter)

South Africa (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

19

Paradise Marina Condominium Investments Limited

(Exact name of obligor as specified in its charter)

Commonwealth of The Bahamas (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Hurricane Hole Marina Investments Limited

(Exact name of obligor as specified in its charter)

Commonwealth of The Bahamas (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

Hurricane Hole Properties Limited

(Exact name of obligor as specified in its charter)

Commonwealth of The Bahamas (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Coral Towers Paradise Island, The Bahamas (Address of principal executive offices)	Not Applicable (Zip code)

20

Kerzner Investments Connecticut, Inc.

(Exact name of obligor as specified in its charter)

Connecticut (State or other jurisdiction of incorporation or organization)	36-4041616 (I.R.S. employer identification no.)
1000 S. Pine Island Road Suite 800 Plantation, FL (Address of principal executive offices)	33324 (Zip code)

SS, Inc.

(Exact name of obligor as specified in its charter)

Florida (State or other jurisdiction of incorporation or organization)	65-0483536 (I.R.S. employer identification no.)
1000 S. Pine Island Road Suite 800 Plantation, FL (Address of principal executive offices)	33324 (Zip code)

PIV, Inc.

(Exact name of obligor as specified in its charter)

Florida (State or other jurisdiction of incorporation or organization)	65-0483531 (I.R.S. employer identification no.)
1000 S. Pine Island Road Suite 800 Plantation, FL (Address of principal executive offices)	33324 (Zip code)

21

Kerzner Investments California, Inc.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	65-0932228 (I.R.S. employer identification no.)
1000 S. Pine Island Road Suite 800 Plantation, FL (Address of principal executive offices)	33324 (Zip code)

Kerzner International New York, Inc.

 (Exact name of obligor as specified in its charter)

New York (State or other jurisdiction of incorporation or organization)	13-4027976 (I.R.S. employer identification no.)
1000 S. Pine Island Road Suite 800 Plantation, FL (Address of principal executive offices)	33324 (Zip code)

22

Kerzner International Development Services, Inc.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	41-2061851 (I.R.S. employer identification no.)
1000 S. Pine Island Road Suite 800 Plantation, FL (Address of principal executive offices)	33324 (Zip code)

Kerzner International Marketing, Inc.

(Exact name of obligor as specified in its charter)

Florida (State or other jurisdiction of incorporation or organization)	65-0880994 (I.R.S. employer identification no.)
1000 S. Pine Island Road Suite 800 Plantation, FL (Address of principal executive offices)	33324 (Zip code)

 Kerzner International Nevada, Inc.

(Exact name of obligor as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	65-0922984 (I.R.S. employer identification no.)
1000 S. Pine Island Road Suite 800 Plantation, FL (Address of principal executive offices)	33324 (Zip code)

23

Kerzner New York, Inc.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	65-1069728 (I.R.S. employer identification no.)
1000 S. Pine Island Road Suite 800 Plantation, FL (Address of principal executive offices)	33324 (Zip code)

Kerzner International Resorts, Inc.

(Exact name of obligor as specified in its charter)

Florida (State or other jurisdiction of incorporation or organization)	65-0483525 (I.R.S. employer identification no.)
1000 S. Pine Island Road Suite 800 Plantation, FL (Address of principal executive offices)	33324 (Zip code)

Kerzner International Management Services, Inc.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	41-2061854 (I.R.S. employer identification no.)
1000 S. Pine Island Road Suite 800 Plantation, FL (Address of principal executive offices)	33324 (Zip code)

24

Kerzner International California, Inc.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	38-3668780 (I.R.S. employer identification no.)
1000 S. Pine Island Road Suite 800 Plantation, FL (Address of principal executive offices)	33324 (Zip code)

Kerzner International Development Services Holding, L.L.C.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	59-0763055 (I.R.S. employer identification no.)
1000 S. Pine Island Road Suite 800 Plantation, FL (Address of principal executive offices)	33324 (Zip code)

Kerzner International Management Services Holding, L.L.C.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	59-0763055 (I.R.S. employer identification no.)
1000 S. Pine Island Road Suite 800 Plantation, FL (Address of principal executive offices)	33324 (Zip code)

25

Kerzner Investments BLB, Inc.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	33-1124565 (I.R.S. employer identification no.)
1000 S. Pine Island Road Suite 800 Plantation, FL (Address of principal executive offices)	33324 (Zip code)

Kerzner Investments Pennsylvania, Inc.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	03-0488858 (I.R.S. employer identification no.)
1000 S. Pine Island Road Suite 800 Plantation, FL (Address of principal executive offices)	33324 (Zip code)

6¾% Senior Subordinated Notes due 2015
(Title of the indenture securities)

26

1.General information.  Furnish the following information as to the trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429

(b)Whether it is authorized to exercise corporate trust powers.

Yes.

2.Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).

2.A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

3.A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).

4.A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).

27

6.The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948).

7.A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

28

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Jacksonville, and State of Florida, on the 7^th day of November, 2005.

THE BANK OF NEW YORK TRUST COMPANY, N.A.
By:	/S/ Craig A. Kaye
Name:		Craig A. Kaye
Title:		Assistant Vice President

29

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK TRUST COMPANY, N.A.

of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

At the close of business June 30, 2005, published in accordance with Federal regulatory authority instructions.

	Dollar Amounts
	in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	6,951
Interest-bearing balances	0
Securities:
Held-to-maturity securities	121
Available-for-sale securities	62,361
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold	28,000
Securities purchased under agreements to resell	84,000
Loans and lease financing receivables:
Loans and leases held for sale	0
Loans and leases, net of unearned income	0
LESS: Allowance for loan and lease losses	0
Loans and leases, net of unearned income and allowance	0
Trading assets	0
Premises and fixed assets (including capitalized leases)	4,387
Other real estate owned	0
Investments in unconsolidated subsidiaries and associated companies	0
Customers’ liability to this bank on acceptances outstanding	0
Intangible assets:
Goodwill	241,763
Other Intangible Assets	16,779
Other assets	37,918
Total assets	$	482,280

30

LIABILITIES
Deposits:
In domestic offices	3,291
Noninterest-bearing	3,291
Interest-bearing	0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased	0
Securities sold under agreements to repurchase	0
Trading liabilities	0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)	58,000
Not applicable
Bank’s liability on acceptances executed and outstanding	0
Subordinated notes and debentures	0
Other liabilities	60,240
Total liabilities	$	121,531
Minority interest in consolidated subsidiaries	0
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,000
Surplus	294,125
Retained earnings	65,668
Accumulated other comprehensive income	-44
Other equity capital components	0
Total equity capital	$	360,749
Total liabilities, minority interest, and equity capital	$	482,280

I, Thomas J. Mastro, Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Thomas J. Mastro ) Comptroller

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

31

Richard G. Jackson	)
Nicholas C. English	)	Directors
Karen B. Shupenko	)

32

EX-99.1

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EXHIBIT 99.1

LETTER OF TRANSMITTAL

KERZNER INTERNATIONAL LIMITED
KERZNER INTERNATIONAL NORTH AMERICA, INC.

Offer for Any and All Outstanding
6³/4% Senior Subordinated Notes due 2015
in Exchange for a like Principal Amount of
Registered 6³/4% Senior Subordinated Notes due 2015
Pursuant to the Prospectus dated                        , 2005

        THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2005, UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

The Exchange Agent for the Exchange Offer is:

THE BANK OF NEW YORK

By Registered or Certified Mail, Hand or by Overnight Courier:

The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street—7 East
New York, New York 10286
Attn: Evangeline R. Gonzales

Facsimile Transmission Number:	Confirm by Telephone:
(212) 298-1915	(212) 815-3738

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

        The undersigned acknowledges that he or she has received the prospectus dated                        , 2005 (the "Prospectus"), of Kerzner International Limited, a company organized under the laws of the Commonwealth of The Bahamas ("Kerzner International"), and Kerzner International North America, Inc., a Delaware corporation and a wholly owned subsidiary of Kerzner International (together with Kerzner International, the "Issuers"), and this Letter of Transmittal (the "Letter of Transmittal"), which together constitute the Issuers' offer (the "Exchange Offer") to exchange an aggregate principal amount of up to $400,000,000 of their 6³/4% Senior Subordinated Notes due 2015 (the "New Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of the Issuers' issued and outstanding 6³/4% Senior Subordinated Notes due 2015 (the "Original Notes"). Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

        For each of the Original Notes accepted for exchange, the holder of such Original Notes will receive a New Note having a principal amount equal to that of the surrendered Original Note. Interest on the New Notes will accrue at a rate of 6³/4% per annum and will be payable semiannually to holders of record at the close of business on March 15 and September 15 immediately preceding the interest payment date on April 1 and October 1 of each year, commencing April 1, 2006. The New Notes will

mature on October 1, 2015. The terms of the New Notes are substantially identical to the terms of the Original Notes, except that the New Notes will not contain terms with respect to transfer restrictions and will not require Kerzner International to consummate a registered Exchange Offer.

        If, with respect to the Original Notes, (i) Kerzner International is required to file a shelf registration statement (the "Shelf Registration Statement") and either (A) Kerzner International has not filed such Shelf Registration Statement on or prior to 30 days after the earlier of (x) the date on which such filing obligation arises or (y) the expiration of the 300-day period to consummate the Exchange Offer (such earlier date, the "Filing Deadline") or (B) the Shelf Registration Statement is not declared effective on or prior to the date that is 90 days after the Filing Deadline; or (ii) Kerzner International is required to file an exchange offer registration statement (the "Exchange Offer Registration Statement") and either (A) the Company has not filed such Exchange Offer Registration Statement on or prior to the date that is 210 days after the date of issuance of the Original Notes, or (B) the Exchange Offer Registration Statement is not declared effective on or prior to the date that is 270 days after the date of issuance of the Original Notes (the "Exchange Registration Statement Effectiveness Target Date"); or (iii) the Company fails to consummate the Exchange Offer on or prior to the date that is 30 business days after the earlier of the effectiveness thereof or the Exchange Registration Statement Effectiveness Target Date; or (iv) the Shelf Registration Statement or Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities (as defined in the Registration Rights Agreement) during certain specified periods (each such event referred to in clauses (i) through (iv) a "Registration Default" and, each period during which a Registration Default has occurred and is continuing, a "Registration Default Period"), then, as liquidated damages for such Registration Default, additional interest ("Additional Interest"), in addition to the base interest will accrue to holders of the series of Original Notes to which such Registration Default relates, at a per annum rate of $0.05 per week per $1,000 of the principal amount of Transfer Restricted Securities for the first 90 days during a Registration Default Period. Thereafter, the rate will increase by an additional $0.05 per week per $1,000 of the principal amount of Transfer Restricted Securities for each subsequent 90-day Registration Default Period up to a maximum rate of $0.50 per week per $1,000 of the principal amount of Transfer Restricted Securities. Additional Interest for a series of Original Notes will cease accruing upon the cure of all Registration Defaults relating to such series. Additional Interest will accrue and be payable by the Company in accordance with the terms of the indenture governing the Original Notes.

        The Issuers reserve the right, at any time or from time to time, to extend the Exchange Offer at their discretion, in which event the term "Expiration Date" shall mean the latest time and date to which the Exchange Offer is extended. The Issuers will notify the holders of the Original Notes of any extension as promptly as practicable by oral or written notice thereof.

        This Letter of Transmittal is to be completed by holders of Original Notes either if certificates are to be forwarded herewith or if tenders are to be made according to the guaranteed delivery procedures set forth in "The Exchange Offer—Guaranteed Delivery Procedures" section of the Prospectus. Holders of Original Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender (a "Book-Entry Confirmation") of their Original Notes into the account maintained by The Bank of New York Trust Company, N.A. (the "Exchange Agent") at The Depository Trust Company (the "Book-Entry Transfer Facility") and all other documents required by this Letter of Transmittal to the Exchange Agent on or prior to the Expiration Date, must tender their Original Notes according to the guaranteed delivery procedures set forth in "The Exchange Offer—Guaranteed Delivery Procedures" section of the Prospectus and Instruction 1 herein. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

2

        List below the Original Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amount of Original Notes should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF ORIGINAL NOTES
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)		Certificate Number(s)*	Aggregate Principal Amount Of Original Notes Tendered	Principal Amount of Original Notes Tendered**
		Total Principal Amount of Notes
*	Need not be completed if Original Notes are being tendered by book-entry transfer.
**	Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Original Notes represented by the Original Notes indicated in column 2. See Instruction 2. Original Notes tendered must be in denominations of $1,000 and any integral multiple thereof. See Instruction 1.

o

CHECK HERE IF TENDERED ORIGINAL NOTES ARE ENCLOSED HEREWITH.

o

CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

        Name of Tendering Institution:

        Account Number:

        Transaction Code Number:

o

CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER AND COMPLETE THE FOLLOWING:

        Account Number:

        Transaction Code Number:

o

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

        Name:

        Address:

3

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuers the aggregate principal amount of the Original Notes indicated above. Subject to, and effective upon, the acceptance for exchange of each of the Original Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Issuers all right, title and interest in and to such Original Notes as are being tendered hereby.

        The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Original Notes tendered hereby and that the Issuers will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Issuers. The undersigned hereby further represents that any New Notes acquired in connection with the Exchange Offer are being obtained in the ordinary course of business of the person receiving such New Notes, that the holder has no arrangements or understanding with any person to participate in the distribution of such New Notes within the meaning of the Securities Act, and that the holder is not an "affiliate," as defined in Rule 405 under the Securities Act, of the Issuers or if it is an affiliate, such holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

        The undersigned also acknowledges that this Exchange Offer is being made by the Issuers based upon the Issuers' understanding of an interpretation by the staff of the Securities and Exchange Commission (the "Commission") as set forth in no-action letters issued to third parties, that the New Notes issued in exchange for the Original Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an "affiliate" of the Issuers within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that: (1) such holders are not affiliates of the Issuers within the meaning of Rule 405 under the Securities Act; (2) such New Notes are acquired in the ordinary course of such holders' business; and (3) such holders are not engaged in, and do not intend to engage in, a distribution of such New Notes and have no arrangement or understanding with any person to participate in the distribution of such New Notes. However, the staff of the Commission has not considered this Exchange Offer in the context of a no-action letter, and there can be no assurance that the staff of the Commission would make a similar determination with respect to this Exchange Offer as in other circumstances. If a holder of Original Notes is an affiliate of the Issuers, or is engaged in or intends to engage in a distribution of the New Notes or has any arrangement or understanding with respect to the distribution of the New Notes to be acquired pursuant to the Exchange Offer, such holder could not rely on the applicable interpretations of the staff of the Commission and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Original Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a Prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a Prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuers to be necessary or desirable to complete the sale, assignment and transfer of the Original Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs,

4

executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "The Exchange Offer—Withdrawal of Tenders" section of the Prospectus.

        Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, please deliver the New Notes in the name of the undersigned or, in the case of a book-entry delivery of Original Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" below, please send the New Notes to the undersigned at the address shown above in the box entitled "Description of Original Notes."

5

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF ORIGINAL NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX ABOVE.

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)

            To be completed ONLY if certificates of Original Notes not exchanged and/or New Notes are to be issued in the name of and sent to someone other than the person(s) whose signature(s) appear(s) on this Letter of Transmittal above, or if Original Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue New Notes and/or Original Notes to:

Name(s):	(Please Type or Print)
	(Please Type or Print)
Address:
	(Include Zip Code)
Complete Accompanying Substitute Form W-9)
o    Credit unexchanged Original Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.
(Book-Entry Transfer Facility Account Number, if Applicable)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)

            To be completed ONLY if certificates of Original Notes not exchanged and/or New Notes are to be sent to someone other than the person(s) whose signature(s) appear(s) on this Letter of Transmittal above, or to such person(s) at an address other than shown in the box entitled "Description of Original Notes" on this Letter of Transmittal above.

Mail New Notes and/or Original Notes to:

Name(s):	(Please Type or Print)
	(Please Type or Print)
Address:
	(Include Zip Code)

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH ANY CERTIFICATES FOR ORIGINAL NOTES) OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

6

PLEASE SIGN HERE
(To Be Completed By All Tendering Holders)
(Complete accompanying Substitute Form W-9 also)

x:		, 2005
x:		, 2005
(Signature(s) of Registered Owner(s))	(Date)

Area Code and Telephone Number:

            If a holder is tendering any Original Notes, this Letter of Transmittal must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for such Original Notes or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If a signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth your full title. See Instruction 3.

Name(s):	(Please Type or Print)
Title:
Capacity:
Address:	(Include Zip Code)

SIGNATURE GUARANTEE
(If Required by Instruction 3)

Signature Guaranteed by an Eligible Institution:
	(Authorized Signature)
(Title)
(Name and Firm)

Date: , 2005

7

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer

1.

Delivery of this Letter of Transmittal and Original Notes; Guaranteed Delivery Procedures.

        This Letter of Transmittal is to be completed by holders of Original Notes either if certificates are to be forwarded herewith or if tenders are to be made according to the guaranteed delivery procedures set forth in "The Exchange Offer—Guaranteed Delivery Procedures" section of the Prospectus. Certificates for all physically tendered Original Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Original Notes tendered hereby must be in denominations of $1,000 and any integral multiple thereof.

        Holders of Original Notes whose certificates for Original Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Original Notes pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer—Guaranteed Delivery Procedures" section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined below), (ii) prior to the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Issuers (by facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Original Notes, the certificate number or numbers of such Original Notes and the principal amount of Original Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange trading days after the Expiration Date, the Letter of Transmittal (or facsimile thereof), together with the certificate or certificates representing the Original Notes to be tendered in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution (as defined below) with the Exchange Agent, and (iii) such properly completed and executed Letter of Transmittal (or facsimile thereof), as well as the certificate or certificates representing all tendered Original Notes in proper form for transfer, or a book-entry confirmation, as the case may be, and all other documents required by this Letter of Transmittal are received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date.

        The method of delivery of this Letter of Transmittal, the Original Notes and all other required documents is at the election and risk of the tendering holders. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent before the Expiration Date. No Letter of Transmittal or Original Notes should be sent to the Issuers. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the tenders for such holders.

        See "The Exchange Offer" section of the Prospectus.

2.

Partial Tenders (not applicable to holders of Original Notes who tender by book-entry transfer); Withdrawals.

        If less than all of the Original Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of Original Notes to be tendered in the applicable box of boxes above entitled "Description of Original Notes—Principal Amount of Original Notes Tendered," as the case may be. A newly reissued certificate for the Original Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date.

8

All of the Original Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.

        If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn prior to the Expiration Date. To be effective with respect to the tender of Original Notes, a Notice of Withdrawal must: (i) be received by the Exchange Agent before the Issuers notify the Exchange Agent that they have accepted the tender of Original Notes pursuant to the Exchange Offer; (ii) specify the name of the Original Notes; (iii) contain a description of the Original Notes to be withdrawn, the certificate numbers shown on the particular certificates evidencing such Original Notes and the principal amount of Original Notes represented by such certificates; and (iv) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Original Notes promptly following receipt of the Notice of Withdrawal. If Original Notes have been tendered pursuant to the procedure for book-entry transfer, any Notice of Withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Original Notes or otherwise comply with the Book-Entry Transfer Facility's procedures. All questions as to the validity of any Notice of Withdrawal, including time of receipt, will be determined by the Issuers, and such determination will be final and binding on all parties.

3.

Signatures on this Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures.

        If this Letter of Transmittal is signed by the registered holder of the Original Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without alteration, enlargement or any change whatsoever.

        If any tendered Original Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

        If any tendered Original Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates.

        When this Letter of Transmittal is signed by the registered holder (which term, for the purposes described herein, shall include the Book-Entry Transfer Facility whose name appears on a security listing as the owner of the Original Notes) of the Original Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the New Notes are to be issued to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificates must be guaranteed by an Eligible Institution (as defined below).

        If this Letter of Transmittal is signed by a person other than the registered holder or holders of any Original Notes specified herein, the certificate(s) representing such Original Notes must be endorsed by such registered holder(s) or accompanied by separate written instruments of transfer or endorsed in blank by such registered holder(s) in form satisfactory to the Issuers and duly executed by the registered holder, in either case signed exactly as such registered holder(s) name or names appear(s) on the Original Notes. If the Letter of Transmittal or any certificates of Original Notes or separate written instruments of transfer or exchange are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by the Issuers, evidence satisfactory to the Issuers of their authority to so act must be submitted with this Letter of Transmittal.

        Signature(s) on a Letter of Transmittal or a Notice of Withdrawal, as the case may be, must be guaranteed by an Eligible Institution unless the Original Notes tendered pursuant thereto are tendered (i) by a registered holder who has not completed the box entitled "Special Issuance Instructions" or

9

"Special Delivery Instructions" on this Letter of Transmittal or (ii) for the account of an Eligible Institution. In the event that signatures on a Letter of Transmittal or a Notice of Withdrawal, as the case may be, are required to be guaranteed, such guarantee must be by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an "Eligible Institution").

4.

Special Issuance and Delivery Instructions.

        Tendering holders of Original Notes should indicate in the applicable box the name and address to which New Notes issued pursuant to the Exchange Offer are to be issued or sent, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person so named must also be indicated. Holders tendering Original Notes by book-entry transfer may request that Original Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such holder may designate hereon. If no such instructions are given, such Original Notes not exchanged will be returned to the name or address of the person signing this Letter of Transmittal.

5.

Tax Identification Number.

        An exchange of Original Notes for New Notes will not be treated as a taxable exchange or other taxable event for U.S. Federal income tax purposes. In particular, no backup withholding or information reporting is required in connection with such an exchange. However, U.S. Federal income tax law generally requires that payments of principal and interest, including any special interest, on a note to a holder be subject to backup withholding unless such holder provides the Issuers (as payors) or other payor with such holder's correct Taxpayer Identification Number ("TIN") on Substitute Form W-9 below or otherwise establishes a basis for exemption. If such holder is an individual, the TIN is his or her social security number. If the payor is not provided with the current TIN or an adequate basis for an exemption, such tendering holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, such holder may be subject to backup withholding in an amount of currently 28% of all reportable payments of principal and interest, including any special interest.

        Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed Guidelines of Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for additional instructions.

        To prevent backup withholding on reportable payments of principal and interest, including any special interest, by the Issuers (when acting as payors), each tendering holder of Original Notes must provide its correct TIN by completing the "Substitute Form W-9" set forth below, certifying that the TIN provided is correct (or that such holder is awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the Internal Revenue Service that such holder is subject to a backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the tendering holder of Original Notes is a nonresident alien or foreign entity not subject to backup withholding, such holder must give the Issuers a completed Form W-8BEN Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding, or other appropriate Form W-8. These forms may be obtained from the Exchange Agent. If the Original Notes are in more than one name or are not in the name of the actual owner, such holder should consult the W-9 Guidelines for information on which TIN to report. If such holder does not have a TIN, such holder should consult the W-9 Guidelines for instructions on applying for a TIN, check the box in Part 2 of the Substitute Form W-9 and write "applied for" in lieu of its TIN. Note: checking this box and writing "applied for" on the form means that such holder has already applied for a TIN or that

10

such holder intends to apply for one in the near future. If a holder checks the box in Part 2 of the Substitute Form W-9 and writes "applied for" on that form, backup withholding at a rate of currently 28% will nevertheless apply to all reportable payments made to such holder. If such a holder furnishes its TIN to the Issuers within 60 calendar days, however, any amounts so withheld shall be refunded to such holder.

        Backup withholding is not an additional Federal income tax. Rather, the Federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

6.

Transfer Taxes.

        Holders who tender their Original Notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, New Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Original Notes tendered hereby, or if tendered Original Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of Original Notes in connection with the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Original Notes specified in this Letter of Transmittal.

7.

Waiver of Conditions.

        The Issuers reserve the right to waive satisfaction of any or all conditions enumerated in the Prospectus.

8.

No Conditional Tenders.

        No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Original Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Original Notes for exchange.

        Neither the Issuers, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Original Notes nor shall any of them incur any liability for failure to give any such notice.

9.

Mutilated, Lost, Stolen or Destroyed Original Notes.

        Any holder whose Original Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

10.

Requests for Assistance or Additional Copies.

        Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent, at the address and telephone number indicated above.

11

TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 5)

SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	TIN: Social Security Number OR Employer Identification Number
	Part 2—TIN applied for o
Payor's Request for Taxpayer Identification Number ("TIN") and Certification	CERTIFICATION—UNDER PENALTIES OF PERJURY, I CERTIFY THAT: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me). (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien).

Signature: Date:

You must cross out item (2) of the above certification if you have been notified by the IRS that you are subject to backup withholding because of under reporting of interest or dividends on your tax returns and you have not been notified by the IRS that you are no longer subject to backup withholding.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

            I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me thereafter will be withheld until I provide a number.

Signature Date

12

QuickLinks

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
INSTRUCTIONS Forming Part of the Terms and Conditions of the Exchange Offer
TO BE COMPLETED BY ALL TENDERING HOLDERS (See Instruction 5)

EX-99.2

EXHIBIT 99.2

NOTICE OF GUARANTEED DELIVERY

For Tender of Any or All of the
6³/4% Senior Subordinated Notes due 2015
of

KERZNER INTERNATIONAL LIMITED
KERZNER INTERNATIONAL NORTH AMERICA, INC.

Pursuant to the Prospectus dated                        , 2005

        This notice of guaranteed delivery, or one substantially equivalent to this form, must be used to tender Original Notes (as defined below) pursuant to the Exchange Offer (as defined below) described in the prospectus dated , 2005 (as the same may be amended or supplemented from time to time, the "Prospectus") of Kerzner International Limited, a company organized under the laws of the Commonwealth of The Bahamas ("Kerzner International") and Kerzner International North America, Inc., a Delaware corporation and wholly owned subsidiary of Kerzner International (together with Kerzner International, the "Issuers") if (i) certificates for any of the outstanding 6³/4% Senior Subordinated Notes due 2015 (the "Original Notes") of the Issuers are not immediately available, (ii) time will not permit the Original Notes, the letter of transmittal and all other required documents to be delivered to The Bank of New York Trust Company, N.A. (the "Exchange Agent") prior to 5:00 p.m., New York City time, on , 2005 or such later date and time to which the Exchange Offer may be extended (the "Expiration Date") or (iii) the procedures for delivery by book-entry transfer cannot be completed on a timely basis. This notice of guaranteed delivery, or one substantially equivalent to this form, must be delivered by hand or sent by facsimile transmission or mail to the Exchange Agent, and must be received by the Exchange Agent prior to the Expiration Date. See "The Exchange Offer—Procedures for Tendering" in the Prospectus. Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

The Exchange Agent for the Exchange Offer is:

THE BANK OF NEW YORK

By Registered or Certified Mail, Hand or by Overnight Courier:

The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street—7 East
New York, New York 10286
Attn: Evangeline R. Gonzales

Facsimile Transmission Number:	Confirm by Telephone:
(212) 298-1915	(212) 815-3738

        DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. YOU SHOULD READ THE INSTRUCTIONS ACCOMPANYING THE LETTER OF TRANSMITTAL CAREFULLY BEFORE YOU COMPLETE THIS NOTICE OF GUARANTEED DELIVERY.

        This notice of guaranteed delivery is not to be used to guarantee signatures. If a signature on a letter of transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the letter of transmittal.

Ladies and Gentlemen:

        The undersigned acknowledges receipt of the Prospectus and the related letter of transmittal which describe the Issuers' offer (the "Exchange Offer") to exchange $1,000 in principal amount of new 6³/4% Senior Subordinated Notes due 2015 (the "New Notes") for each $1,000 in principal amount of Original Notes.

        The undersigned hereby tenders to the Issuers, upon the terms and subject to the conditions set forth in the Prospectus and the related letter of transmittal, the aggregate principal amount of Original Notes indicated below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures."

        The undersigned understands that (i) no withdrawal of a tender of any of the Original Notes may be made on or after the Expiration Date and (ii) for a withdrawal of a tender of any of the Original Notes to be effective, a written notice of withdrawal that complies with the requirements of the Exchange Offer must be timely received by the Exchange Agent at its address specified on the cover of this Notice of Guaranteed Delivery prior to the Expiration Date.

        The undersigned also understands that the exchange of Original Notes for New Notes pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of (i) such Original Notes (or book-entry confirmation of the transfer of such Original Notes) into the Exchange Agent's account at The Depository Trust Company ("DTC") and (ii) a letter of transmittal (or facsimile thereof) with respect to such Original Notes, properly completed and duly executed, with any required signature guarantees, this Notice of Guaranteed Delivery and any other documents required by the letter of transmittal or, in lieu thereof, a message from DTC stating that the tendering holder has expressly acknowledged receipt of, and agreement to be bound by and held accountable under, the letter of transmittal.

        All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding on the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

Name(s) of Registered Holder(s):
	(Please Print or Type)

Signature(s):

Address(es):

Area Code(s) and Telephone Number(s):

If the Original Notes will be delivered by book-entry transfer
	at DTC, insert Depository Account Number:

Date:

Certificate Numbers(s)*
Principal Amount of
Original 2009
Notes Tendered**

*

Need not be completed if the Original Notes being tendered are in book-entry form.

**

Must be in integral multiples of $1,000 principal amount.

        This notice of guaranteed delivery must be signed by the registered holder(s) of Original Notes exactly as its (their) name(s) appear on the certificate(s) for such Original Notes or on a security position listing as the owner of Original Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, you must provide the following information.

Name(s):

Title(s):

Signature(s):

Address(es):

DO NOT SEND ORIGINAL NOTES WITH THIS FORM. ORIGINAL NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.

GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEES)

        The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or a correspondent in the United States or an "Eligible Guarantor Institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby (1) represents that each holder of Original Notes on whose behalf this tender is being made "own(s)" the Original Notes covered hereby within the meaning of Rule 13d-3 under the Exchange Act, (2) represents that such tender of Original Notes complies with Rule 14e-4 of the Exchange Act and (3) guarantees that the undersigned will deliver to the Exchange Agent the certificates representing the Original Notes being tendered hereby for exchange pursuant to the Exchange Offer in proper form for transfer (or a confirmation of book-entry transfer of such Original Notes into the Exchange Agent's account at the book-entry transfer facility of DTC) with delivery of a properly completed and duly executed letter of transmittal (or facsimile thereof), with any required signature guarantees, or in lieu of a letter of transmittal a message from DTC stating that the tendering holder has expressly acknowledged receipt of, and agreement to be bound by and held accountable under, the letter of transmittal, and any other required documents, all within three New York Stock Exchange trading days after the Expiration Date of the Exchange Offer.

Name of Firm:
	(Authorized Signature)

Address:	Name:
		(Please Print or Type)

	Title:
(Zip Code)

Telephone Number: Dated:

        The institution that completes the notice of guaranteed delivery must (i) deliver or otherwise transmit the same to the Exchange Agent at its address set forth above by hand, facsimile or mail, on or prior to the Expiration Date, and (ii) deliver the certificates representing any Original Notes (or a confirmation of book-entry transfer of such Original Notes into the Exchange Agent's account at DTC), together with a properly completed and duly executed letter of transmittal (or facsimile thereof) or a message from DTC stating that the tendering holder has expressly acknowledged receipt of, and agreement to be bound by and held accountable under, the letter of transmittal in lieu thereof), with any required signature guarantees and any other documents required by the letter of transmittal to the Exchange Agent within the time period shown herein. Failure to do so could result in a financial loss to such institution.

EX-99.3

EXHIBIT 99.3

NOTICE OF WITHDRAWAL

Of Tender of Any or All of the
6³/4% Senior Subordinated Notes due 2015
of

KERZNER INTERNATIONAL LIMITED
KERZNER INTERNATIONAL NORTH AMERICA, INC.

Pursuant to the Prospectus dated                        , 2005

        This notice of withdrawal, or one substantially equivalent to this form, must be used to withdraw tenders of any of the Original Notes (as defined below) pursuant to the Issuers' (as defined below) offer (the "Exchange Offer") to exchange up to $400,000,000 aggregate principal amount of new 6³/4% Senior Subordinated Notes due 2015 (the "New Notes") for a like principal amount of the Issuers' issued and outstanding 6³/4% Senior Subordinated Notes due 2015 (the "Original Notes"), described in the prospectus dated                         , 2005 (as the same may be amended or supplemented from time to time, the "Prospectus") of Kerzner International Limited, a company organized under the laws of the Commonwealth of The Bahamas ("Kerzner International") and Kerzner International North America, Inc., a Delaware corporation and a wholly owned subsidiary of Kerzner International (together with Kerzner International, the "Issuers"). Except as otherwise provided in the Prospectus, holders of any of the Original Notes may withdraw their tenders of Original Notes at any time prior to 5:00 p.m., New York City time, on                                    , 2005 or such later date and time to which the Exchange Offer may be extended (the "Expiration Date"). To withdraw a tender, a holder must deliver this notice of withdrawal, or one substantially equivalent to this form, by hand or by facsimile transmission or mail to The Bank of New York Trust Company, N.A. (the "Exchange Agent") prior to the Expiration Date. See "The Exchange Offer—Withdrawal of Tenders" in the Prospectus. Capitalized terms used but not defined herein shall have the same meaning given to them in the Prospectus.

The Exchange Agent for the Exchange Offer is:

THE BANK OF NEW YORK

By Registered or Certified Mail, Hand or by Overnight Courier:

The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street—7 East
New York, New York 10286
Attn: Evangeline R. Gonzales

Facsimile Transmission Number:	Confirm by Telephone:
(212) 298-1915	(212) 815-3738

        DELIVERY OF THIS NOTICE OF WITHDRAWAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF WITHDRAWAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID WITHDRAWAL. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. YOU SHOULD READ THE INSTRUCTIONS ACCOMPANYING THE LETTER OF TRANSMITTAL CAREFULLY BEFORE YOU COMPLETE THIS NOTICE OF WITHDRAWAL.

Ladies and Gentlemen:

        The undersigned hereby withdraws, upon the terms and subject to the conditions set forth in the Prospectus and the related letter of transmittal, the aggregate principal amount of Original Notes indicated below pursuant to the procedures for withdrawal set forth in the Prospectus under the caption "The Exchange Offer—Withdrawal of Tenders."

        The undersigned understands that no withdrawal of a tender of Original Notes may be made on or after the Expiration Date. The undersigned understands that for a withdrawal of a tender of Original Notes to be effective, a written notice of withdrawal that complies with the requirements of the Exchange Offer must be timely received by the Exchange Agent at one of its addresses specified on the cover of this Notice of Withdrawal prior to the Expiration Date.

Name of Person who Deposited the Original Notes to be Withdrawn:
	(Please Print or Type)

Name in which the Original Notes to be Withdrawn are to be Registered, if Different from Depositor:
	(Please Print or Type)

Signature(s):

Address(es):

Area Code(s) and Telephone Number(s):

If Original Notes were delivered by book-entry transfer
	at DTC, insert Depository Account Number:

Date:

Total Principal Amount of
the Original Notes to be Withdrawn:

Certificate Numbers(s)*
Principal Amount of
Original 2009
Notes Withdrawn

*

Need not be completed if the Original Notes being withdrawn are in book-entry form.

        This Notice of Withdrawal must be signed by the depositor(s) of Original Notes in the same manner as the original signature on the letter of transmittal by which such Original Notes were tendered, with any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee register the transfer of such Original Notes into the name of the person withdrawing the tender. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

Name(s):

Title(s):

Signature(s):

Address(es):

EX-99.4

EXHIBIT 99.4

KERZNER INTERNATIONAL LIMITED
KERZNER INTERNATIONAL NORTH AMERICA, INC.

Offer to Exchange

6³/4% Senior Notes Due 2015
For a Like Principal Amount of New
6³/4% Senior Notes Due 2015

Pursuant to the Prospectus dated                        , 2005

To: Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees:

        Kerzner International Limited, a company organized under the laws of the Commonwealth of The Bahamas ("Kerzner International"), and Kerzner International North America, Inc., a Delaware corporation and a wholly owned subsidiary of Kerzner International (together with Kerzner International, the "Issuers") hereby offer to exchange (the "Exchange Offer"), upon and subject to the terms and conditions set forth in the prospectus dated                        , 2005 (the "Prospectus") and the enclosed letter of transmittal (the "Letter of Transmittal"), their 6³/4% Senior Subordinated Notes due 2015, which have been registered under the Securities Act of 1933, as amended, for their outstanding 6³/4% Senior Subordinated Notes due 2015 (the "Original Notes"). The Exchange Offer is intended to satisfy certain obligations of Kerzner International contained in the Registration Rights Agreement dated as of September 22, 2005, among Kerzner International, the guarantors referred to therein and Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as representatives of the initial purchasers.

        We are requesting that you contact your clients for whom you hold Original Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Original Notes registered in your name or in the name of your nominee, or who hold Original Notes registered in their own names, we are enclosing the following documents:

        1.     Prospectus dated                        , 2005;

        2.     The Letter of Transmittal for your use, for the use of your clients who have either arranged to have the Original Notes registered in their name or obtained a properly completed bond power, and for the information of your other clients;

        3.     A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if certificates for Original Notes are not immediately available or time will not permit all required documents to reach [?] (the "Exchange Agent") prior to the Expiration Date (as defined below) or if the procedure for book-entry transfer cannot be completed on a timely basis;

        4.     A Notice of Withdrawal to be used to withdraw tenders of Original Notes;

        5.     A form of letter which may be sent to your clients for whose account you hold Original Notes registered in your name or the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Exchange Offer;

        6.     Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; and

        7.     Return envelopes addressed to The Bank of New York Trust Company, N.A., the Exchange Agent for the Original Notes.

Your prompt action is requested. The Exchange Offer will expire at 5:00 p.m., New York City time, on                        , 2005 (the "Expiration Date"), unless extended by the Company. Any Original Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before 5:00 p.m., New York City time, on the Expiration Date.

        To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof or a message from The Depository Trust Company stating that the tendering holder has expressly acknowledged receipt of, and agreement to be bound by and held accountable under, the Letter of Transmittal), with any required signature guarantees and any other required documents, must be sent to the Exchange Agent and certificates representing the Original Notes must be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

        If holders of Original Notes wish to tender, but it is impracticable for them to forward their certificates for Original Notes prior to the expiration of the Exchange Offer or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under "The Exchange Offer—Guaranteed Delivery Procedures."

        Any inquiries you may have with respect to the Exchange Offer or requests for additional copies of the enclosed materials should be directed to the Exchange Agent for the Original Notes, at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

Kerzner International Limited
Kerzner International North America, Inc.

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE ISSUERS OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

EX-99.5

EXHIBIT 99.5

KERZNER INTERNATIONAL LIMITED
KERZNER INTERNATIONAL NORTH AMERICA, INC.

Offer to Exchange

6³/4% Senior Notes Due 2015
For a Like Principal Amount of New
6³/4% Senior Notes Due 2015

Pursuant to the Prospectus dated                        , 2005

To Our Clients:

        Enclosed for your consideration is a prospectus dated                        , 2005 (the "Prospectus") and the related letter of transmittal (the "Letter of Transmittal"), relating to the offer (the "Exchange Offer") of Kerzner International Limited, a company organized under the laws of the Commonwealth of the Bahamas ("Kerzner International"), and Kerzner International North America, Inc., a Delaware corporation and a wholly owned subsidiary of Kerzner International (together with Kerzner International, the "Issuers"), to exchange their 6³/4% Senior Subordinated Notes due 2015, which have been registered under the Securities Act of 1933, as amended, for their outstanding 6³/4% Senior Subordinated Notes due 2015 (the "Original Notes"), upon the terms and subject to the conditions described in the Prospectus and the Letter of Transmittal. The Exchange Offer is intended to satisfy certain obligations of Kerzner International contained in the Registration Rights Agreement dated as of September 22, 2005, among Kerzner International, the guarantors referred to therein and Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as representatives of the initial purchasers.

        This material is being forwarded to you as the beneficial owner of the Original Notes carried by us for your account but not registered in your name. A tender of such Original Notes may only be made by us as the holder of record and pursuant to your instructions unless you obtain a properly completed bond power from us or arrange to have the Original Notes registered in your name.

        Accordingly, we request instructions as to whether you wish us to tender on your behalf the Original Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

        Please forward your instructions to us as promptly as possible in order to permit us to tender the Original Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on                        , 2005 (the "Expiration Date"), unless extended by the Issuers. Any Original Notes tendered pursuant to the Exchange Offer may be withdrawn any time before 5:00 p.m., New York City time, on the Expiration Date.

        Your attention is directed to the following:

        1.     The Exchange Offer is for any and all of the Original Notes.

        2.     The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned "Exchange Offer—Conditions to the Exchange Offer" [and in the Letter of Transmittal].

        3.     The Exchange Offer expires at 5:00 p.m., New York City time, on the Expiration Date, unless extended by the Issuers.

        If you wish to have us tender your Original Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter.

The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Original Notes unless you obtain a properly completed bond power from us or arrange to have the Original Notes registered in your name.

INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER

        The undersigned acknowledge(s) receipt of this letter and the enclosed materials referred to therein relating to the Exchange Offer made by the Company with respect to the Original Notes.

        This will instruct you to tender the Original Notes held by you for the account of the undersigned, upon and subject to terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

        Please tender the Original Notes held by you for the account of the undersigned as indicated below:

			Aggregate Principal Amount of Original Notes
63/4% Senior Subordinated Notes due 2015
			(Must be an Integral Multiple of $1,000)
o	Please do not tender any Original Notes held by you for the account of the undersigned
	Dated:	, 2005
			(Signature(s))
			Please Print Name(s) Here)
			(Address(es))
			(Area Code(s) and Telephone Number(s))
			Tax Identification or Social Security Number(s))

None of the Original Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Original Notes held by us for your account.

EX-99.6

EXHIBIT 99.6

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

        Guidelines for Determining the Proper Identification Number to Give the Payor.—A Social Security Number (SSN) has nine digits separated by two hyphens: i.e. 000-00-0000. An Employer Identification Number (EIN) has nine digits separated by only one hyphen, i.e. 00-0000000. The table below will help determine the number to give the payor.

For this type of account:			Give the SOCIAL SECURITY number of—
1.	Individual		The individual
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor(2)
4.	a.	The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
	b.	So-called trust account that is not a legal or valid trust under State law	The actual owner(1)
5.	Sole proprietorship or single-owner of LLC		The owner(3)
For this type of account:			Give the EMPLOYER IDENTIFICATION number of—
6.	Sole proprietorship or single-owner of LLC		The owner(3)
7.	A valid trust, estate or pension trust		The legal entity trust(4)
8.	Corporation or LLC electing corporate status on Form 8832		The corporation or LLC
9.	Association, club, religious, charitable, educational or other tax-exempt organization account		The organization
10.	Partnership or multi-member LLC		The partnership
11.	A broker or registered nominee		The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as State or local government, school district or prison) that receives agricultural program payments		The public entity

(1)

List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number should be furnished.

(2)

Circle the minor's name and furnish the minor's SSN.

(3)

You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your SSN or EIN (if you have one).

(4)

List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

        NOTE:    If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

Obtaining a Number

        If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Card, or Form SS-4, Application for Employer Identification Number, or Form W-7, Application for Individual Taxpayer Identification Number at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number. You can get IRS Forms from the IRS by calling 1-800-829-3676 or from the IRS's internet website at www.irs.gov.

Payees Exempt from Backup Withholding

        Payees specifically exempted from backup withholding on ALL payments include the following:

•

An organization exempt from tax under section 501(a), an IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).



•

The United States or any agency or instrumentalities thereof.



•

A State, the District of Columbia, a possession of the United States, or any political subdivision or instrumentality thereof.



•

A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.



•

An international organization or any agency, or instrumentality thereof.

        Other payees that may be exempt from backup withholding include:

•

A corporation.



•

A financial institution.



•

A middleman known in the investment community as a nominee or custodian.



•

A registered dealer in securities or commodities registered in the United States, or a possession of the United States.



•

A real estate investment trust.



•

A common trust fund operated by a bank under section 584(a).



•

A trust exempt from tax under section 664 or described in section 4947.



•

An entity registered at all times during the tax year under the Investment Company Act of 1940.



•

A foreign central bank of issue.

        Payments of interest not generally subject to backup withholding include the following:

•

Payments of interest on obligations issued by individuals. NOTE: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payor's trade or business and you have not provided your correct taxpayer identification number to the payor.



•

Payments otherwise subject to U.S. Federal income tax withholding.

        Exempt payees described above should file a Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYOR, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYOR. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH THE PAYOR A COMPLETED INTERNAL REVENUE SERVICE FORM W-8BEN (CERTIFICATE OF FOREIGN STATUS OF BENEFICIAL OWNER FOR UNITED STATES TAX WITHHOLDING) OR, IF APPLICABLE, FORM W-8ECI (CERTIFICATE OF FOREIGN PERSON'S CLAIM FOR EXEMPTION FROM WITHHOLDING ON INCOME EFFECTIVELY CONNECTED WITH THE CONDUCT OF A TRADE OR BUSINESS IN THE UNITED STATES).

Privacy Act Notice

        Section 6109 requires most recipients of dividends, interest or other payments to give taxpayer identification numbers to payors who must report the payments to the IRS. The IRS uses the numbers for identification purposes. Payors must be given the numbers whether or not recipients are required to file tax returns. Payors must generally withhold 28% (subject to further adjustment under applicable

law) of taxable interest, dividends and certain other payments to a payee who does not furnish a taxpayer identification number to a payor. Certain penalties may also apply.

Penalties

        (1)    Penalty for Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your taxpayer identification number to a payor, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

        (2)    Civil Penalty for False Information with Respect to Withholding.—If you make a false statement with no reasonable basis that results in no imposition of backup withholding, you are subject to a penalty of $500.

        (3)    Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties, fines and/or imprisonment.

        (4)    Misuse of Taxpayer Identification Number.—If the requester discloses or uses taxpayer identification numbers in violation of Federal law, the requester may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.