F-3

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As filed with the Securities and Exchange Commission on July 2, 2004

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM F-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

KERZNER INTERNATIONAL LIMITED
(Exact name of Registrant as specified in its charter)

Commonwealth of The Bahamas
(State or other jurisdiction of
incorporation or organization) Executive Offices
Coral Towers
Paradise Island, The Bahamas
(242) 363-3000
(Address and telephone number of
Registrant's principal executive offices) 98-0136554
(I.R.S. Employer
Identification Number)

Corporation Service Company
2711 Centerville Rd., Suite 400
Wilmington, DE 19808
(800) 927-9801

(Name, address and telephone
number of agent for service)

With a copy to:

Richard M. Levine, Esq.
Kerzner International Limited
Coral Towers
Paradise Island, The Bahamas
(242) 363-3000

        Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

        If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

        If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box.    ý

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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(c) 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    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
2.375% Convertible Senior Subordinated Notes due 2024	$230,000,000	100%	$230,000,000	$29,141
Ordinary Shares, par value $.001 per share(1)	3,949,169	—	—	(2)

(1)

Represents the maximum number of ordinary shares initially issuable upon conversion of the notes registered hereby. For purposes of estimating the number of ordinary shares to be included in this registration statement upon conversion of the notes, we calculated the number of ordinary shares issuable upon the conversion of the notes at the initial conversion price of $58.24, which equals a conversion rate of 17.1703 ordinary shares per $1,000 principal amount of the notes. In addition to the ordinary shares set forth in the table above, pursuant to Rule 416(a) under the Securities Act, we are registering an indeterminate number of additional shares that may become issuable upon conversion of the notes to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)

No additional registration fee is required pursuant to Rule 457(i) under the Securities Act because no additional consideration will be received in connection with the exercise of the conversion right.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant 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 the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. The selling security holders may not sell these securities until the registration statement becomes effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale of these securities is not permitted.

Subject to Completion, dated July 2, 2004

Prospectus

$230,000,000

KERZNER INTERNATIONAL LIMITED

2.375% Convertible Senior Subordinated Notes due 2024

        We previously issued and sold $230,000,000 aggregate principal amount of 2.375% convertible senior subordinated notes due 2024 in a private placement in reliance on an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"). The initial purchasers of the notes in that offering resold the notes in reliance on an exemption from registration under Rule 144A under the Securities Act.

        The selling security holders named in this prospectus or any prospectus supplement may offer and sell the notes and the ordinary shares issuable upon conversion of the notes. The selling security holders may sell the securities directly to purchasers or through underwriters, broker-dealers or agents. If required at the time of a particular offering of securities by a selling security holder, a supplement to this prospectus will be circulated setting forth the name or names of any underwriters, broker-dealers or agents, any discounts, commissions or other terms constituting compensation for the underwriters and any discounts, commissions or concessions that will be allowed or reallowed or paid to agents or broker-dealers. The selling security holders will receive all of the net proceeds from the sale of the securities pursuant to this prospectus or any prospectus supplement and they will pay all underwriting discounts and selling commissions, if any, applicable to any sale. We are responsible for the payment of other expenses incident to the registration of the securities. The selling security holders and any underwriters, broker-dealers or agents that participate in the distribution of any securities pursuant to this prospectus may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any sale of the securities may be deemed to be underwriting compensation under the Securities Act.

        The notes bear interest at the rate of 2.375% per annum. Interest on the notes is payable in arrears on April 15 and October 15 of each year, commencing on October 15, 2004. The notes will mature on April 15, 2024, unless earlier converted by the holders or redeemed or repurchased by us. The notes are our unsecured senior subordinated obligations and rank junior in right of payment to all of our existing and future senior indebtedness, including our revolving credit facility, and equal in right of payment to all of our senior subordinated indebtedness, including our 8⁷/8% Senior Subordinated Notes due 2011. The notes are not guaranteed by any of our subsidiaries and they are therefore effectively subordinated to our subsidiaries' guarantees of our 8⁷/8% Senior Subordinated Notes due 2011.

        Holders may convert the notes into cash and ordinary shares of Kerzner International Limited at an initial conversion rate of 17.1703 shares per $1,000 principal amount of notes (equal to a conversion price of approximately $58.24 per share), subject to adjustment upon certain events, only under the following circumstances:

•

during any fiscal quarter commencing after April 5, 2004, if the closing sale price of our ordinary shares for at least 20 trading days during the 30 consecutive trading days ending on the last trading day of such fiscal quarter is more than 120% of the conversion price per share on such trading day;



•

if the notes are called for redemption and the redemption has not yet occurred;



•

during the five trading day period immediately after any five consecutive trading day period in which the trading price of $1,000 principal amount of the notes for each day of such period was less than 95% of the product of the closing sale price of our ordinary shares on such day multiplied by the number of ordinary shares issuable upon conversion of $1,000 principal amount of the notes; or



•

upon the occurrence of certain corporate transactions.

        On or after April 21, 2014, we may redeem some or all of the notes in cash at any time at a redemption price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest and including additional interest, if any, up to but not including the redemption date. You may require us to repurchase some or all of your notes on April 15, 2014 and April 15, 2019 at a repurchase price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest and including additional interest, if any, up to but not including the applicable repurchase date. Upon a change in control, as described in this prospectus, you may require us to repurchase some or all of your notes, payable in cash equal to the principal amount of the notes plus accrued and unpaid interest and additional interest, if any, up to but not including the repurchase date.

        Our ordinary shares are listed on the New York Stock Exchange, or NYSE, under the symbol "KZL." The last reported closing price of our ordinary shares on the NYSE on July 1, 2004 was $48.04 per share.

This investment involves risks. See "Risk Factors" beginning on page 14.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is            , 2004.

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS	1
WHERE YOU CAN FIND MORE INFORMATION	1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	2
FORWARD-LOOKING STATEMENTS	2
MARKET DATA	3
SUMMARY	4
THE OFFERING	9
RISK FACTORS	14
CAPITALIZATION AND INDEBTEDNESS	27
RATIO OF EARNINGS TO FIXED CHARGES	27
USE OF PROCEEDS	28
SELLING SECURITY HOLDERS	28
PRICE RANGE OF OUR ORDINARY SHARES AND DIVIDEND POLICY	32
DESCRIPTION OF THE NOTES	33
BOOK-ENTRY SYSTEM	58
DESCRIPTION OF CAPITAL STOCK	59
DESCRIPTION OF OTHER INDEBTEDNESS	63
CERTAIN TAX CONSEQUENCES	65
PLAN OF DISTRIBUTION	69
EXPERTS	70
LEGAL MATTERS	70

        No person is authorized to give any information or represent anything not contained or incorporated by reference in this prospectus or any prospectus supplement. This prospectus and any prospectus supplement do not constitute an offer to sell or a solicitation of any offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The information contained in this prospectus or any prospectus supplement, as well as information incorporated by reference, is current only as of the date of that information. Our business, financial condition and results of operations may have changed since that date.

i

ABOUT THIS PROSPECTUS

        This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission, or SEC, utilizing a shelf registration process. Under this shelf registration process, selling security holders may, from time to time, offer and sell the notes described in this prospectus and our ordinary shares issued upon conversion thereof pursuant to this prospectus.

        We may, from time to time, provide a prospectus supplement to add, update or change information contained in this prospectus relating to the selling security holders and the plan of distribution of their notes and ordinary shares issued upon conversion thereof. It is important for you to read this prospectus and any applicable prospectus supplement before making a decision whether to invest in the notes or our ordinary shares. You should also read and consider the information contained in the documents incorporated by reference in "Where You Can Find More Information" and "Incorporation of Certain Documents By Reference" in this prospectus.

        In this prospectus, "Kerzner," "we," "us," and "our" refer to Kerzner International Limited, or Kerzner, and its subsidiaries, except where the context otherwise requires or as otherwise indicated. References to "$" are to U.S. dollars.

WHERE YOU CAN FIND MORE INFORMATION

        We are 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 we file reports, including annual reports on Form 20-F, and other information with the SEC. We make available to our shareholders annual reports containing audited consolidated financial statements within 180 days of the end of each fiscal year and publish earnings releases containing selected financial data for the first three quarters of the fiscal year within 60 days from the end of such fiscal quarter (in each case, prepared in accordance with accounting principles generally accepted in the United States). We are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. However, we furnish 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 our Board of Directors or be required under law.

        You may read and copy this information at the SEC's public reference facility at Judiciary Plaza, 450 Fifth Street, NW, Room 1024, Washington, D.C. 20549. You may obtain copies of such information by mail from the Public Reference Section of the SEC, 450 Fifth Street, NW, Washington, D.C. 20549, at prescribed rates. 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.

        We have filed with the SEC a registration statement on Form F-3 under the Securities Act with respect to our securities described in this prospectus. References to the "registration statement" or the "registration statement of which this prospectus is a part" mean the original registration statement and all amendments, including all schedules and exhibits. This prospectus and any prospectus supplement do not contain all of the information in the registration statement because we have omitted parts of the registration statement in accordance with the rules of the SEC. Please refer to the registration statement for any information in the registration statement that is not contained in this prospectus or a prospectus supplement. The registration statement is available to the public over the Internet at the SEC's web site described above and can be read and copied at the location described above.

        Each statement made in this prospectus or a prospectus supplement concerning a document filed as an exhibit to the registration statement is qualified in its entirety by reference to that document for a complete description of its provisions.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        We incorporate by reference into this prospectus and any prospectus supplement certain information we file with the SEC. This means that we can disclose important information to you by referring you to other documents filed with the SEC that contain such information. The information incorporated by reference is an important part of this prospectus and any prospectus supplement. Information disclosed in documents that we file later with the SEC will automatically add to, update and change information previously disclosed. If there is additional information in a later filed document or a conflict or inconsistency between information in this prospectus or a prospectus supplement and information incorporated by reference from a later filed document, you should rely on the information in the later dated document.

        We incorporate by reference the documents listed below (and the documents incorporated by reference therein) that we have previously filed with the SEC pursuant to Sections 13(a), 13(c) or 15(d) of the Exchange Act until the offerings contemplated by this prospectus are completed:

•

our Annual Report on Form 20-F for the year ended December 31, 2003, filed with the SEC on March 30, 2004; and



•

our Reports on Form 6-K filed with the SEC on March 30, 2004, March 31, 2004, April 20, 2004, April 21, 2004, May 5, 2004, June 8, 2004, June 22, 2004 and June 23, 2004.

        All subsequent annual reports on Form 20-F will be deemed to be incorporated by reference into this prospectus until the offerings contemplated by this prospectus are completed. We may incorporate certain future reports on Form 6-K by reference into this prospectus.

        You may obtain a copy of these filings, excluding exhibits (but including exhibits that are specifically incorporated by reference), free of charge. Written requests should be directed to the Secretary, Kerzner International Limited, Coral Towers, The Bahamas. Telephone requests for such copies should be directed to the general counsel at (242) 363-6019.

FORWARD-LOOKING STATEMENTS

        This prospectus and the documents incorporated by reference contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to financial condition, results of operations, business strategies, operating efficiencies or synergies, plans for future expansion and other business development activities as well as other capital spending, financing sources and the effects of regulation (including gaming and tax regulation) and competition, markets for our ordinary shares and other matters. Statements in this prospectus, including those incorporated by reference, that are not historical facts are "forward-looking statements" for the purpose of the safe harbor provided by Section 21E of the Exchange Act and Section 27A of the Securities Act. Forward-looking statements, including, without limitation, those relating to our future business prospects, revenues and income, wherever they occur in this prospectus, are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by forward-looking statements. You should consider forward-looking statements, therefore, in light of various important factors, including those set forth in this prospectus. These risks and uncertainties include, but are not limited to, development and construction activities, dependence on existing management, leverage and debt service (including sensitivity to fluctuations in interest rates), availability of financing, demographic and global economic conditions, pending litigation, changes in tax laws or the administration of such laws and changes in gaming laws or regulations (including the legalization of gaming in certain jurisdictions) and the risk factors discussed under the heading "Risk Factors" in this prospectus and in our filings with the SEC.

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        Words such as "estimate," "project," "plan," "intend," "expect," "will," "may," "believe" and similar expressions are intended to identify forward-looking statements. You will find these forward-looking statements at various places throughout this prospectus and the documents incorporated by reference, including any amendments. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

MARKET DATA

        Market data used in this prospectus and the documents incorporated by reference, including the information relating to our relative position in the resort and gaming markets, is based upon our good faith estimates, which are based upon our review of internal surveys, independent industry publications and other publicly available information. Although we believe that these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness.

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SUMMARY

The following summary provides an overview of selected information about us and highlights information contained in the documents incorporated by reference. It does not contain all of the information that you should consider before making a decision to invest in the notes or our ordinary shares issuable upon conversion thereof. You should carefully read the entire prospectus and the documents incorporated by reference herein, including the "Risk Factors" section, before making an investment decision. This summary is qualified in its entirety by the more detailed information included or incorporated by reference in this prospectus, including our consolidated financial statements and the related notes thereto.

Kerzner International Limited

        We are the developer, owner and operator of Atlantis, Paradise Island, a 2,317-room island destination resort in The Bahamas, and a leading developer and operator of gaming entertainment properties and luxury resort hotels worldwide. Atlantis, Paradise Island, our flagship property, is a premier destination resort property that we believe has strong brand recognition. We have entered into an agreement to form a joint venture to develop and manage a second Atlantis resort—Atlantis, The Palm—in Dubai, United Arab Emirates.

        Our gaming business is focused on owning, developing or managing casino properties in attractive markets where we can capitalize on our development and operating expertise. We developed and receive income from Mohegan Sun in Uncasville, Connecticut, which is among the largest and most profitable casinos in the United States.

        Our luxury resort hotel business consists of a collection of owned and/or managed premier properties that primarily operate in the five-star, deluxe end of the resort market in The Bahamas, Mauritius, Dubai, the Maldives and Mexico under the One&Only brand. We are developing additional One&Only properties in Cape Town, South Africa, the Maldives and Havana, Cuba.

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 $1.0 billion to create a unique destination resort that caters to multiple segments of the resort and casino gaming markets. Atlantis, Paradise Island features three interconnected hotel towers built around a 7-acre lagoon and a 34-acre marine environment that includes the world's largest open-air aquarium. Atlantis, Paradise Island also features a 100,000 square foot entertainment complex that includes the largest casino in the Caribbean market, 16 restaurants, approximately 88,000 square feet of convention space, a sports center and 30,000 square feet of high-end retail space. 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 Starwood Hotels and Resorts Worldwide, Inc.

        We own approximately 534 acres on Paradise Island, including approximately 95 acres of undeveloped land and 20 acres of beachfront property that we purchased from Club Méditerranée (Bahamas) Limited ("Club Med"), which is adjacent to Atlantis, Paradise Island. We believe the Club Med site includes one of the last remaining premier beaches available for development on Paradise Island.

        In order to capitalize on the popularity of Paradise Island and to leverage our investment in Atlantis, Paradise Island and the One&Only Ocean Club, in May 2003 we announced plans for a Phase III expansion in The Bahamas. In May 2004, Kerzner and the Government of the Commonwealth of

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The Bahamas entered into a supplement to the Heads of Agreement dated May 26, 2003, pursuant to which we agreed to expand the scope of the Phase III expansion. The Phase III expansion, as modified in May 2004, is expected to include the following components:

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a new 1,500-room hotel to be located at Pirates Cove, which is adjacent to Atlantis, Paradise Island and the Club Med site;



•

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



•

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



•

the addition of four new restaurants and additional retail space comprising approximately 65,000 square feet on a seven-acre site adjacent to the Atlantis Marina (the "Marina Village");



•

expansion of Atlantis, Paradise Island's existing water-themed attractions including, subject to environmental approvals, a new dolphin encounter attraction;



•

an expansion of our timeshare development at Atlantis in two phases that is expected to add approximately 320 additional timeshare units along the harbor. The first phase of these two phases will add approximately 116 timeshare units; and



•

a new 18-hole golf course on Athol Island, which lies just east of Paradise Island.

        We expect to complete the Phase III expansion in two phases. The first phase, which commenced in August 2003 and is expected to be completed by the end of 2005, will consist of the One&Only Ocean Club villas, which have been completed, the Marina Village and the first phase of the timeshare expansions. The second phase of Phase III, which is expected to commence by the end of 2004 and be completed by Christmas 2006, is planned to include the 1,500-room hotel, the expansion of Atlantis, Paradise Island's existing convention facilities, the additional water-themed attractions and the new golf course. The second phase of our timeshare development at Atlantis will be commenced after approximately 75% of the first phase is sold.

        We have until December 31, 2004 to determine in our discretion not to proceed or to proceed only partially with the Phase III expansion. Our determination will depend on our assessment of many factors, including global economic and political conditions, the regional competitive environment, financing and the Government of The Bahamas' compliance with its commitments under the Heads of Agreement.

Atlantis, The Palm

        On September 22, 2003, we announced that we had agreed to form a joint venture with Nakheel LLC, an indirectly wholly owned entity by the Government of Dubai to develop Atlantis, The Palm. On June 23, 2004, we announced that we had entered into an agreement with Istithmar PSJC ("Istithmar"), another indirectly wholly owned entity of the Government of Dubai which has assumed all obligations and rights of its affiliate, Nakheel LLC, pursuant to which the scope of Atlantis, The Palm will be increased. The development costs of the expanded project will be approximately $1.1 billion and will include a 2,000-room resort and extensive water park situated on 1.5 miles of beachfront property. Atlantis, The Palm will be located on The Palm, Jumeirah, a $1.5 billion land reclamation project in Dubai, United Arab Emirates. We and Istithmar have each agreed to invest $100 million in the form of Class A common stock of the joint venture, and Istithmar has agreed to underwrite $200 million of the joint venture's limited voting Class B common stock. In addition, each of Istithmar and Kerzner is providing a completion guarantee for cost overruns on a joint and several basis up to a maximum of 5% of the approximate $1.1 billion total project cost. The balance of the financing is expected to be obtained through debt financing that is non-recourse to Kerzner from a consortium of banks.

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        We expect to commence construction on Atlantis, The Palm in 2005 and we anticipate that the project will be completed by late 2007. As part of this transaction, we have entered into a long-term management agreement with Istithmar that entitles us to receive a fixed percentage of the revenue and gross operating profit generated by Atlantis, The Palm. We have also entered into a development services agreement that entitles us to earn a development fee of $20 million that will be recognized over the development period. This transaction is subject to various closing conditions, including obtaining all requisite governmental consents and binding commitments for the necessary financing.

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 one of the most profitable casinos in the United States. Through TCA, we managed the development of an approximate $1.0 billion expansion of the property. The expanded property features the 176,500 square foot Casino of the Earth and the 119,000 square foot Casino of the Sky, which combined have approximately 6,200 slot machines, 260 table games, 36 poker tables and various other amenities, including a 34-story, 1,200-room luxury hotel. Pursuant to an agreement between TCA and the Mohegan Tribal Gaming Authority, TCA is entitled to receive annual payments equal to five percent of gross revenues generated by the property from January 2000 through December 2014.

One&Only Resorts

        Our One&Only business consists of a collection of managed and/or owned premier luxury resort properties that primarily operate in the five-star, deluxe end of the market. In December 2002, we introduced our One&Only brand for certain of our luxury resort properties. We are now marketing six 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 four years, offer guests a singularly distinctive experience.

        As of December 31, 2003, we were managing approximately 2,000 rooms. As part of our strategy, we sometimes take ownership positions in the properties that we operate. As of December 31, 2003, the properties we operated were as follows:

Property	Location	Percentage Ownership		Number of Rooms
One&Only Ocean Club	The Bahamas	100.0	%	106
One&Only Palmilla(1)	Mexico	50.0	%	172
One&Only Le Saint Géran(2)	Mauritius	20.4	%	163
One&Only Le Touessrok(2)	Mauritius	20.4	%	200
One&Only Kanuhura	Maldives	20.0	%	100
One&Only Royal Mirage	Dubai	—		466
Sugar Beach Resort(2)	Mauritius	20.4	%	238
La Pirogue Hotel(2)	Mauritius	20.4	%	248
Le Coco Beach Hotel(2)	Mauritius	20.4	%	333

(1)

As of January 1, 2004, pursuant to our adoption of Interpretation No. 46R, "Consolidation of Variable Interest Entities," issued by the Financial Accounting Standards Board, we determined that the One&Only Palmilla, a previously unconsolidated 50% owned equity method investment, must be consolidated as the operating agreement contains a provision which gives Kerzner's 50% joint venture partner the right to cause us to acquire the remaining 50% interest. This resulted in

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an increase in revenues and expenses in the first quarter of 2004, however, it had no impact on consolidated net income or earnings per share.

(2)

Interest owned through Sun Resorts Limited.

        The following properties are currently under development and are expected to be marketed under the One&Only brand:

Property	Location	Percentage Ownership		Number of Rooms
Cape Town	South Africa	(1	)	150
Reethi Rah	Maldives	—		130
Saratoga	Cuba	—		100

(1)

Minority interest to be determined.

        In The Bahamas, we own and operate the One&Only Ocean Club (the "Ocean Club"), a high-end luxury resort hotel with 106 rooms and suites located on Paradise Island, The Bahamas. The Ocean Club also features a 7,159-yard championship golf course designed by Tom Weiskopf and a clubhouse with 120 luxury oceanfront home sites situated around the golf course. During May 2003, the Ocean Club was named best luxury resort in the Atlantis/Caribbean region by Departures, the luxury lifestyle magazine published exclusively for American Express Platinum and Centurion card members. The property achieved an average occupancy of 79% and an average daily room rate of $722 during 2003, compared to 68% and $695, respectively, in 2002. 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 the One&Only Palmilla ("Palmilla"), a deluxe five-star property located near Cabo San Lucas in Baja, Mexico, for approximately $40.8 million, including transaction costs. 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. Palmilla also features a 27-hole Jack Nicklaus-designed championship golf course. We have entered into a long-term management and development agreement related to the property that will expire in 2022. Palmilla had its grand reopening in February 2004 after the completion of an approximate $102 million renovation and expansion that increased the room count to 172 rooms and significantly upgraded the resort's amenities and public areas. Palmilla was rated as one of the "Top 25 International Golf Resorts" in 2002 by Condé Nast Traveler magazine.

        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. The One&Only Le Saint Géran ("Le Saint Géran") and the One&Only Le Touessrok ("Le Touessrok") offer five-star accommodations and we believe that these properties are among the finest beach resorts in the world. Le Saint Géran and Le Touessrok have been rated as among the world's finest leisure hotels by Condé Nast Traveler magazine. Le Saint Géran, which is classical in style, also was voted "Hotel of the Year 2002" by Tatler magazine in the United Kingdom. We completed a major redevelopment of Le Touessrok in December 2002. The resort includes new restaurants, a new spa, a new 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 the One&Only Kanuhura ("Kanuhura"), a 100-room luxury resort located on Kanuhura Island. Kanuhura was selected as "Hideaway of the Year 2001" by readers of Hideaway magazine. We have also entered into management and development agreements for a 130-room luxury resort, Reethi Rah, to be constructed in the Maldives, on Kaafu Atoll, that we expect to open in 2005.

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        In the Middle East, we manage the One&Only Royal Mirage ("Royal Mirage") in Dubai, a luxury 466-room hotel the first phase of which opened in August 1999. We assisted in the expansion of the Royal Mirage, which opened at the end of 2002. The expansion of the property features 225 new luxury rooms, including a 50-room ultra high-end boutique hotel.

United Kingdom

Wembley Investment

        On March 10, 2004, we announced that we entered into a joint venture, BLB Investors, L.L.C. ("BLB"), with an affiliate of Starwood Capital Group, L.L.C. ("Starwood") and an affiliate of Waterford Group, L.L.C. ("Waterford") for the purpose of acquiring an interest in Wembley plc ("Wembley"), which owns gaming and track operations in the United States and race tracks in the United Kingdom. Wembley's U.S. operations include its flagship property, Lincoln Park in Rhode Island, where it owns a greyhound racetrack with 2,272 video lottery terminals. BLB is owned 37.5% by each of us and Starwood with Waterford owning the balance of 25%.

        Wembley's board of directors had recommended to its shareholders a January 27, 2004 cash tender offer by MGM Mirage at £7.50 per share for all of its outstanding shares. BLB subsequently announced its acquisition of approximately 22% of Wembley's outstanding shares at £8.00 per share in a series of private transactions commencing on March 10, 2004. BLB then announced on March 30, 2004 a competing cash tender offer for all of Wembley's outstanding shares at £8.00 per share. Following an increased bid by MGM Mirage to £8.40 per share on April 4, 2004, BLB in turn announced on April 20, 2004 that it was increasing its offer to £8.60 per share. The Wembley board then withdrew its recommendation of the increased MGM Mirage offer and instead recommended BLB's increased cash offer. MGM Mirage subsequently withdrew its bid for Wembley on May 5, 2004. While we and BLB can provide no assurance that no other bidder will emerge or that the conditions to BLB's offer, including receipt of sufficient tenders of shares and applicable regulatory requirements, will be satisfied, BLB is proceeding with all steps necessary to complete this acquisition.

United Kingdom Gaming License

        In April 2003, we agreed to acquire from London Clubs International plc ("LCI") for $2.1 million a gaming license and property located in the city of Northampton, England. Northampton is approximately 75 miles northwest of London and approximately 1.3 million people live within 25 miles of the city. On March 30, 2004, we announced that the Gaming Board for Great Britain had granted us a Certificate of Consent, which has enabled us to apply for the transfer of the LCI license into our name and proceed with our plans for a casino in Northampton. We expect to develop and operate a 30,000 square foot facility in Northampton. We estimate the development cost to be approximately $15 million and we expect the casino facility to open in 2005. The development of this facility, which is subject to various regulatory approvals, is expected to commence in the second half of 2004.

        Our principal executive offices are located at Coral Towers, Paradise Island, The Bahamas. Our telephone number is (242) 363-3000. Our corporate website is located at www.kerzner.com. Information contained in our website is not incorporated by reference into this prospectus or any prospectus supplement.

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THE OFFERING

The following summary contains basic information about the notes and our ordinary shares issuable upon conversion thereof and may not contain all of the information that may be important to you. For a more complete description of the notes and our ordinary shares, see "Description of the Notes" and "Description of Capital Stock."

Issuer	Kerzner International Limited
Selling Security Holders	See "Selling Security Holders."
Securities Offered	$230 million principal amount of 2.375% Convertible Senior Subordinated Notes and our ordinary shares issuable upon conversion thereof.
Maturity Date of the Notes	April 15, 2024, unless earlier converted, redeemed or repurchased.
Interest on the Notes and Interest Payment Dates	The notes bear interest at an annual rate equal to 2.375%. Interest will be payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2004.
Ranking of the Notes	The notes are our unsecured senior subordinated obligations, rank junior to all of our existing and future senior debt, including debt under our revolving credit facility, and rank equal to our existing and future senior subordinated debt, including our $400 million of 87/8% Senior Subordinated Notes due 2011 (our "87/8% senior subordinated notes"). The notes are effectively subordinated to our existing and future secured indebtedness, including indebtedness under our revolving credit facility, to the extent of the value of the assets securing that secured indebtedness. The notes are not guaranteed by our subsidiaries and so they are effectively subordinated to our subsidiaries' existing and future liabilities. Because our 87/8% senior subordinated notes are co-issued by Kerzner International North America, a wholly owned subsidiary ("KINA"), and guaranteed by substantially all of our subsidiaries, the notes will be effectively subordinated to our 87/8% senior subordinated notes. As of March 31, 2004, our subsidiaries had approximately $183.7 million of trade payables and accrued liabilities (including capital creditors and excluding guarantees of indebtedness under our revolving credit facility, our 87/8% senior subordinated notes and intercompany indebtedness).
	As of March 31, 2004, we had $1.7 million of senior secured indebtedness outstanding in the form of capitalized leases (which includes $0.6 million related to the One&Only Palmilla), $15.6 million of letters of credit outstanding under our revolving credit facility, $238.0 million of availability under our revolving credit facility, $400.0 million of outstanding 87/8% senior subordinated notes and $86.4 million of debt associated with the senior credit facility at the One&Only Palmilla.

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Conversion Rights of the Notes	You may convert your notes into cash and our ordinary shares at an initial conversion rate of 17.1703 shares per $1,000 principal amount of the notes (equal to a conversion price of approximately $58.24 per share), subject to adjustment upon certain events, only under the following circumstances:
	•	during any fiscal quarter commencing after April 5, 2004, if the closing sale price of our ordinary shares for at least 20 trading days during the 30 consecutive trading days ending on the last trading day of such fiscal quarter is more than 120% of the conversion price per share on such trading day;
	•	if the notes are called for redemption and the redemption has not yet occurred;
	•	during the five trading day period immediately after any five consecutive trading day period in which the trading price of $1,000 principal amount of the notes for each day of such period was less than 95% of the product of the closing sale price of our ordinary shares on such day multiplied by the number of ordinary shares issuable upon conversion of $1,000 principal amount of the notes; or
	•	upon the occurrence of specified corporate transactions as described under "Description of the Notes—Conversion Upon Specified Corporate Transactions."
	Subject to certain exceptions described in "Description of the Notes," once the notes are tendered for conversion, the value (the "Conversion Value") of the cash and ordinary shares, if any, you will receive for converting $1,000 principal amount of the notes will be determined by multiplying the conversion rate by the Ten Day Average Closing Share Price (as defined below). We will deliver the Conversion Value to you as follows: (1) an amount in cash (the "Principal Return") equal to the lesser of (a) the aggregate Conversion Value of the notes to be converted and (b) the aggregate principal amount of the notes to be converted, (2) if the aggregate Conversion Value of the notes to be converted is greater than the Principal Return, an amount in whole shares (the "Net Shares"), determined as set forth below, equal to such aggregate Conversion Value less the Principal Return (the "Net Share Amount"), and (3) an amount in cash in lieu of any fractional ordinary shares. We will pay the Principal Return and cash in lieu of fractional shares and deliver the Net Shares, if any, as promptly as practicable after determination of the Net Share Amount. The number of Net Shares to be paid will be determined by dividing the Net Share Amount by the Ten Day Average Closing Share Price. The Ten Day Average Closing Share Price will be the average of the closing prices of our ordinary shares on the NYSE on the ten consecutive trading days beginning on the second trading day following the day the notes are submitted for conversion.

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	In certain circumstances the conversion price will be subject to adjustment. See "Description of the Notes—Conversion Price Adjustments."
	If we declare a cash dividend or cash distribution to all or substantially all of the holders of our ordinary shares, the conversion price will be decreased to equal the price determined by multiplying the conversion price in effect immediately prior to the record date for such dividend or distribution by the following fraction:
	(Pre-Dividend Sale Price-Dividend Adjustment Amount) (Pre-Dividend Sale Price)
	"Pre-Dividend Sale Price" means the average ordinary share price for the three consecutive trading days ending on the trading day immediately preceding the record date for such dividend or distribution. "Dividend Adjustment Amount" means the full amount of the dividend or distribution to the extent payable in cash applicable to one ordinary share.
	The "ordinary share price" on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on such date for our ordinary share as reported in composite transactions on the principal U.S. securities exchange on which our ordinary shares are traded or, if our ordinary shares are not listed on a U.S. national or regional securities exchange, as reported by The Nasdaq System.
	A "trading day" means any regular or abbreviated trading day of the NYSE.
	Upon conversion of the notes, you will not receive any additional cash payment representing accrued but unpaid interest or additional interest, if any.
	See "Description of the Notes—Conversion Rights."
Sinking Fund	None.
Optional Redemption of the Notes by Us	Beginning on April 21, 2014, we may redeem the notes, in whole or in part, at any time for cash at a redemption price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest (including additional interest, if any) up to but not including the redemption date. See "Description of the Notes—Optional Redemption of the Notes."

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Redemption of the Notes Based upon Gaming Laws	The 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 the Notes—Required Regulatory Redemption."
Optional Tax Redemption of the Notes	Under certain circumstances, we may redeem the notes in whole but not in part at a price in cash equal to the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the redemption date. See "Description of the Notes—Optional Tax Redemption."
Repurchase of the Notes at the Option of the Holder	You may require us to repurchase some or all of your notes on April 15, 2014 or April 15, 2019 at a repurchase price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest (including additional interest, if any) up to but not including the repurchase date, payable in cash. See "Description of the Notes—Repurchase of the Notes at the Option of the Holder."
Purchase of the Notes by Us Upon a Change in Control	If a change in control (as defined in "Description of the Notes—Right to Require Repurchase of Notes Upon a Change in Control") occurs prior to maturity of the notes, you will have the right, at your option, to require us to repurchase some or all of your notes for a period of time after the change in control. The repurchase price will be equal to 100% of the principal amount of the notes, plus accrued and unpaid interest (including additional interest, if any) up to but not including the repurchase date, payable in cash.
Use of Proceeds	We will not receive any of the proceeds of the sale by the selling security holders of the notes or the ordinary shares into which the notes may be converted.
Book-Entry Form	The notes were issued in book-entry form and are represented by permanent global certificates deposited with, or on behalf of, The Depository Trust Company ("DTC") and registered in the name of a nominee of DTC. Beneficial interests in any of the securities are shown on, and transfers will be effected only through, records maintained by DTC or its nominee, and any such interests may not be exchanged for certificated shares, except in limited circumstances. See "Book-Entry Form."

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Listing of Our Ordinary Shares	Our ordinary shares are listed on the NYSE under the symbol "KZL."
Risk Factors	See "Risk Factors" and the other information in, and incorporated by reference into, this prospectus for a discussion of factors you should carefully consider before deciding to invest in the notes and the ordinary shares issuable upon conversion thereof.
Trading	The notes originally sold in private placement transactions are eligible for trading in the PORTAL Market of the National Association of Securities Dealers, Inc. Notes sold using this prospectus, however, will no longer be eligible for trading in the PORTAL Market. We do not intend to list the notes on any other national securities exchange or on any automated quotation system.

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RISK FACTORS

Investing in the notes involves a high degree of risk. You should carefully consider the following risks, as well as the other information contained in this prospectus and the documents incorporated by reference in this prospectus, in evaluating us, our business and an investment in the notes and the ordinary shares issuable upon conversion thereof. If any of the following risks actually occurs, our business, financial condition, operating results or prospects could be seriously harmed. In that case, the trading price of the notes could decline, and you might lose all or a part of your investment. You should refer to the information set forth in this prospectus as well as the documents and financial statements incorporated by reference in this prospectus.

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 where 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 or results of operations.

        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 larger competing companies, new entrants, new markets and new forms of gaming, and our revenues could decline, harming our financial condition.

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 and renovation projects at properties that we develop or operate, including expansions, developments and upgrades of our Paradise Island and luxury resort properties. Each of these projects, including the Phase III expansion on Paradise Island and the development of Atlantis, The Palm in Dubai, will be subject to the many risks in 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:

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



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shortages in materials;



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insufficient public infrastructure improvements or maintenance;



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shortages of skilled labor or work stoppages;



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

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weather interference, floods, fires or other casualty losses;



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the 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;



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regulatory or private litigation arising out of projects; and



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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 or results of operations.

        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 or results of operations.

        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 expansion or renovation projects around the world, it could have a material adverse effect on our business, financial condition or results of operations.

        In addition, although we design our projects for existing facilities to minimize disruption of business operations, 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 or results of operations.

If we are unable to finance our expansion, development and renovation projects as well as capital expenditures through cash flow and borrowings, our expansion, development and renovation efforts could be jeopardized.

        If we are unable to finance existing or future projects with cash flow 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 equity financing or joint venture partners, or modifying our revolving 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 revolving credit facility and the indenture governing our 8⁷/8% senior subordinated notes contain certain restrictions on our ability to incur additional indebtedness, and our future indebtedness will likely contain similar restrictions. Effective January 1, 2003, our revolving credit facility was

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amended in order to calculate borrowings under that facility based on a borrowing base, such that we can draw the lesser of a borrowing base or the commitment amount. 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 or results of operations.

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 and approvals be renewed or updated periodically. Our necessary key personnel and we 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 or the suspension or revocation of licenses could harm our reputation and result in a loss of revenues, which could materially adversely affect our business, financial condition or results of operations.

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. Such taxes and fees are subject to increase at any time. We pay substantial taxes and fees with respect to our gaming operations in The Bahamas and Connecticut and will likely incur significant taxes and fees in any other jurisdictions, including the United Kingdom, in which we 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 and severe weather conditions could adversely affect our business, results of operations or financial condition, or further increase our insurance premiums and deductibles.

        Historically, our revenues and operating profits in The Bahamas 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 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.

        The Bahamas, Mexico and Mauritius are subject to tropical weather and storms, which, if severe, could adversely affect our operations and tourism. Similarly, inclement weather can adversely affect the revenues that we derive from Mohegan Sun, as the principal means of transportation to this property is by automobile or bus. 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 that took three months to repair. This property damage was covered by our insurance policies in place at that time.

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

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that was substantially covered by our insurance policies. The approximate $28.3 million in property damage at our Paradise Island properties excluded our $6.9 million share of construction remediation costs at Harborside in 2002 and our $1.8 million share in 2003.

        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 in the future, which could cause significant damage and suspension in 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.

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

        In The Bahamas, a union represents approximately 3,700 of our approximately 5,900 employees. We participate in an employer association whose existing contract with the union will expire on January 7, 2008. 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.

        Most patrons of our Paradise Island, One&Only and other hotel operations arrive by air. Although we consider the current level of air service to our properties in The Bahamas, Mauritius, Mexico, Dubai and the Maldives 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.

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

        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.

We do not own, manage or control Mohegan Sun and the revenues that we derive from the Mohegan Sun are therefore outside of our control.

        In 2003, we earned $35.7 million, or approximately 37% of our income from operations, from TCA, which is party to a relinquishment agreement with the Mohegan Tribal Gaming Authority.

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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.

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 11, 2004, Caledonia Investments plc ("Caledonia") had the right to vote approximately 20.1% of our issued and outstanding ordinary shares. In addition, Baron Capital Group, Inc. ("Baron"), Cement Merchants SA ("CMS") and FMR Corp. ("FMR") beneficially owned approximately 17.6%, 10.5% and 9.6%, respectively, of our issued and outstanding ordinary shares. As of June 11, 2004, The Kerzner Family Trust and its subsidiary, World Leisure Group ("WLG"), both of which are controlled by Mr. Solomon Kerzner, beneficially owned approximately 17.7% of our issued and outstanding ordinary shares. If any combination of these principal 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, WLG, Caledonia, CMS, Baron and FMR, or combinations thereof, 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.

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:

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



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enforce, against us or these persons, in the United States, 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 in connection, 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 such 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.

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

        Due to changes in the insurance market arising prior to the September 11, 2001 terrorist attacks and the effects of such attacks, it has become more difficult and more expensive to obtain insurance. We may encounter difficulty in obtaining or renewing property or casualty insurance on our properties primarily due to the fact that we have a concentration of assets in one market which is 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 to 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. In addition to the "all risks" 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 regard to our Paradise Island business (inclusive of a per occurrence deductible) in the 2003 policy year commencing June 1, 2003, was $175.0 million, as compared to $150.0 million in the 2002 policy year. ("Policy Years" are defined as June 1 of that year through May 31 of the following year.) As of June 1, 2004, we have renewed our "all risk" coverage, increasing the amount to $300.0 million per occurrence (and annually in the aggregate), resulting in no increases to the total premium or changes to deductibles. "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 2001 to $15.0 million per occurrence with an annual aggregate deductible of $30.0 million. For the 2003 Policy Year, our premiums for Paradise Island property insurance decreased to $13.6 million with the deductibles remaining the same as the 2002 Policy Year.

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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 significant 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 still remain a threat. These events, the potential for future terrorist attacks (domestically and in foreign locations where we may own, manage or be developing properties), 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 again reduce our guests' willingness to travel, which could have a material adverse effect on the U.S. and global economies and on our business, results of operations and financial condition.

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.

Risks Related to an Investment in the Notes and Our Ordinary Shares

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 March 31, 2004, after giving effect to our offering of the notes, we would have had approximately $736.4 million of indebtedness and shareholders' equity of approximately $886.1 million.

        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 flow from operations to payments on our indebtedness, which would reduce the availability of our cash flow 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.

20

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 and regulatory factors and other factors that are beyond our control. In addition, our ability to borrow funds under our revolving credit facility in the future will depend on our continued compliance with certain financial covenants in the revolving 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 existing revolving credit facility, our 8⁷/8% senior subordinated notes, or to fund our other liquidity needs. As a result, we may need to refinance all or a portion of such indebtedness 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 would have a material adverse effect on our financial condition, results of operations and ability to satisfy our obligations under the notes.

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

        The notes are our unsecured senior subordinated obligations, junior in right of payment to all of our existing and future senior indebtedness, including obligations under our revolving credit facility and are effectively subordinated to the debt and other obligations of our subsidiaries, including the guarantees of our 8⁷/8% senior subordinated notes and the $46.5 million guarantee of the debt associated with the senior credit facility at the One&Only Palmilla. The notes are not secured by any of our assets, and as such they are also effectively subordinated to any secured indebtedness that we or our subsidiaries may have now or may incur in the future to the extent of the value of the assets securing that indebtedness.

        If we are declared bankrupt, become insolvent or are liquidated or reorganized, any indebtedness that ranks ahead of the notes will be entitled to be paid in full from our assets before any payment may be made with respect to the notes. 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. The subordination provisions of the indenture also provide 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 Notes—Subordination."

        At March 31, 2004, we had $1.7 million of senior secured indebtedness outstanding in the form of capitalized leases (which includes $0.6 million related to the One&Only Palmilla), $15.6 million of letters of credit outstanding under our revolving credit facility, $238.0 million of unused availability under our revolving credit facility, $400.0 million of outstanding 8⁷/8% senior subordinated notes and $86.4 million of debt associated with the senior credit facility at the One&Only Palmilla. In addition, our revolving credit facility permits, subject to the terms and conditions of such agreement, the incurrence of additional indebtedness, some or all of which may be senior indebtedness. We have also executed a term sheet with a syndicate of banks to increase our revolving credit facility to $500 million, and we expect to enter into an amended credit agreement in the third quarter of 2004 to effect this increase. See "Description of Other Indebtedness—Revolving Credit Facility."

21

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

        We are a holding company and our subsidiaries conduct substantially all of our consolidated operations and own substantially all of our consolidated assets. Consequently, our cash flow and our ability to pay our indebtedness depends on our subsidiaries' cash flow and their payment of funds to us. Our subsidiaries 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 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 is also governed by the gaming laws of certain jurisdictions, which may place limits on the amount of funds which 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.

The notes are junior to the indebtedness of our subsidiaries and they are effectively subordinated to our 8⁷/8% senior subordinated notes.

        The notes were issued by Kerzner International Limited and they are structurally subordinated to the existing and future claims of our subsidiaries' creditors, including any claims under the guarantees of our 8⁷/8% senior subordinated notes. Holders of the notes are not creditors of our subsidiaries. Because our 8⁷/8% senior subordinated notes are co-issued by KINA and guaranteed by substantially all of our subsidiaries, the notes are effectively subordinated to our 8⁷/8% senior subordinated notes. Any claims of holders of the notes to the assets of our subsidiaries derive from our own equity interests in those subsidiaries. Claims of our subsidiaries' creditors generally have priority as to the assets of our subsidiaries over our own equity interest claims and therefore have priority over the holders of the notes. Our subsidiaries' creditors may include:

•

general creditors;



•

trade creditors;



•

secured creditors;



•

our bank lenders, to the extent our subsidiaries have guaranteed our obligations under our revolving credit facility;



•

holders of our 8⁷/8% senior subordinated notes; and



•

taxing authorities.

        As of March 31, 2004, as adjusted to give effect to the issuance and sale of the notes offered hereby, our subsidiaries would have had approximately $183.7 million of trade payables and accrued liabilities (including capital creditors and excluding guarantees of our indebtedness and intercompany indebtedness).

There are no restrictive covenants in the indenture governing the notes and we and our subsidiaries may still be able to incur substantially more indebtedness. This could further exacerbate the risks described above.

        The indenture governing the notes does not contain any financial or operating covenants or restrictions on the payment of dividends, the incurrence of indebtedness, transactions with affiliates, incurrence of liens, or the issuance or repurchase of securities by us or any of our subsidiaries. We therefore may incur additional debt, including senior indebtedness. A higher level of indebtedness increases the risk that we may default on our indebtedness. Any indebtedness we may incur under our revolving 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. We cannot

22

assure you that we will be able to generate sufficient cash flow to pay the interest on our indebtedness or that future working capital, borrowings or equity financing will be available to pay or refinance such indebtedness.

Upon conversion of the notes, you may receive less proceeds than expected because the value of our ordinary shares may decline between the day that you exercise your conversion right and the day the value of your shares is determined.

        The Conversion Value that you will receive upon conversion of your notes is in part determined by the average of the closing prices per ordinary share on the NYSE for the ten consecutive trading days beginning on the second trading day immediately following the day the notes are tendered for conversion. Accordingly, if the price of our ordinary shares decreases after you tender your notes for conversion, the Conversion Value you receive may be adversely affected.

We may be unable to repurchase your notes as required under the indenture upon a change in control or on the specified dates at the option of the holder or pay you cash upon conversion of your notes.

        Upon a change in control, as defined in the indenture, and on April 15, 2014 and April 15, 2019, you will have the right to require us to repurchase your notes for cash. In addition, upon conversion of the notes, you will have the right to receive a cash payment. If we do not have sufficient funds to pay the repurchase price for all of the notes you tender upon a change in control, the cash due upon repurchases of the notes on April 15, 2014 or April 15, 2019, or the cash due upon conversion, an event of default under the indenture governing the notes would occur as a result of such failure. The occurrence of certain of the events that would require us to repurchase the notes may constitute a default under our revolving credit facility. If we are required to make a change in control offer for the notes, we also likely will need to offer to repurchase our 8⁷/8% senior subordinated notes, of which an aggregate principal amount of $400 million was outstanding as of December 31, 2003. Future indebtedness we incur may have similar provisions. We cannot assure you that sufficient funds will be available when necessary to make any required purchases. See "Description of the Notes—Repurchase of Notes at the Option of the Holder" and "—Right to Require Repurchase of Notes Upon a Change in Control."

Our reported earnings per share may be more volatile because of the conversion contingency provision of the notes.

        You are entitled to convert the notes into cash and our ordinary shares, among other circumstances, if the share price for the periods described in this prospectus is more than 120% of the conversion price. Unless and until this contingency or another conversion contingency is met, our ordinary shares underlying the notes are not included in the calculation of our basic or diluted earnings per share. Should this contingency be met, diluted earnings per share would, depending on the relationship between the interest on the notes and the earnings per ordinary share, be expected to decrease as a result of the inclusion of the underlying shares in the diluted earnings per share calculation. Volatility in our share price could cause this contingency to be met in one quarter and not in a subsequent quarter, increasing the volatility of diluted earnings per share.

We expect that the market price of the notes will be significantly affected by the price of our ordinary shares and other factors.

        The market price of the notes is expected to be significantly affected by the market price of our ordinary shares. This may result in greater volatility in the value of the notes than would be expected for nonconvertible debt securities. In addition, the notes have a number of features, including conditions to conversion, which, if not met, could result in a holder receiving less than the value of our

23

ordinary shares into which a note would otherwise be convertible. These features could adversely affect the value of the notes.

You may have to pay taxes with respect to distributions on our ordinary shares that you do not receive.

        The conversion price of the notes is subject to adjustment for certain events arising from stock splits and combinations, stock dividends, certain cash dividends and certain other actions by us that modify our capital structure. See "Description of the Notes—Conversion Price Adjustments." If the conversion price is adjusted, you might be treated as receiving a constructive distribution from us, resulting in ordinary income to you for U.S. federal income tax purposes, even though you would not receive any cash related to that adjustment and even though you might not exercise your conversion right. See "Certain Tax Consequences—Material U.S. Federal Income Tax Consequences—Conversion Price Adjustments."

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 the Notes—Required Regulatory Redemption."

The price of our ordinary shares may fluctuate substantially, which could negatively affect the holders of our ordinary shares.

        The trading price of our ordinary shares fluctuates. Between January 1, 2003 and July 1, 2004, the closing sale price of our ordinary shares has ranged from a high of $48.04 per ordinary share to a low of $19.37 per ordinary share. The market price of our ordinary shares may fluctuate substantially due to:

•

fluctuations in the price of the stock of the public companies in the hotel or casino business;



•

announcements of acquisitions and other agreements as part of our expansion strategy;



•

airline industry problems;



•

weather related catastrophes;



•

additions or departures of key personnel;



•

announcements of legal proceedings or regulatory matters;



•

terrorist acts and other acts of war; and



•

general volatility in the stock market.

        The market price of our ordinary shares could also fluctuate substantially if we fail to meet or exceed securities analysts' expectations of our financial results or if there is a change in financial estimates or securities analysts' recommendations. In addition, the stock market has experienced volatility that has affected the market prices of equity securities of many companies and that has often been unrelated to the operating performance of these companies. A number of other factors, many of

24

which are beyond our control, could also cause the market price of our ordinary shares to fluctuate substantially.

        In the past, companies that have experienced volatility in the market price of their stock have been the objects of securities class action litigation. If we were to be the object of securities class action litigation, it could result in substantial costs and diversion of management's attention and resources, which could materially harm our results of operations, financial condition or liquidity.

Future sales or the possibility of future sales of a substantial amount of our ordinary shares may depress the price of our ordinary shares.

        Future sales of substantial amounts our ordinary shares in the public market could adversely affect prevailing market prices of our ordinary shares and could impair our ability to raise capital through future sales of our equity securities. Excluding the ordinary shares the notes are convertible into, we had approximately 31.6 million shares outstanding as of June 11, 2004 (excluding treasury shares).

        We have registered under the Securities Act and issued 10,740,000 of our ordinary shares, all of which are freely tradable (other than by an affiliate of our company as that term is defined in the Securities Act) without restriction. In addition, from time to time, our employees exercise stock options that result in freely tradable shares being held by such employees. Any remaining ordinary shares may be sold in the public market only if registered under the Securities Act or if they qualify for resale under Rules 144 or 144(k) under the Securities Act. In addition, we have granted registration rights to certain of our shareholders, which, if exercised, would require us to register a significant portion of the remaining ordinary shares for sale in one or more public offerings. Sales of our ordinary shares pursuant to Rules 144 or 144(k) could adversely affect the market price of our ordinary shares.

        WLG, Caledonia and CMS and each of our officers and directors are able to dispose of certain of their ordinary shares pursuant to the terms of the registration rights and governance agreement. Such sales, or the perception thereof, could depress the price of our ordinary shares.

        We may issue our ordinary shares from time to time as consideration for future acquisitions and investments. In the event any such acquisition or investment is significant, the number of our ordinary shares that we may issue may in turn be significant. In addition, we may also grant registration rights covering those shares in connection with any such acquisitions and investments.

Our issuance of preference shares could adversely affect the market value of our ordinary shares.

        The issuance of preference shares with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of preference shares could adversely affect the market price for our ordinary shares by making an investment in the ordinary shares less attractive. For example, investors in the ordinary shares may not wish to purchase common stock at a price above the conversion price of a series of convertible preference shares because the holders of the preference shares would effectively be entitled to purchase ordinary shares at the lower conversion price causing economic dilution to the holders of ordinary shares.

Some provisions in the registration rights and governance agreement and our Memorandum of Association may have the effect of discouraging change in control events.

        We, Kersaf, WLG, Caledonia and CMS have entered into a registration rights and governance agreement that sets forth various rights and obligations regarding their ownership of our ordinary shares. The registration rights and governance agreement includes certain provisions that could have an anti-takeover effect, including restrictions on their respective abilities to enter into certain business combinations with us, which could deprive holders of our ordinary shares the opportunity to sell their ordinary shares at a premium over prevailing market prices.

25

        Our Memorandum of Association currently authorizes a class of 100,000,000 preference shares that may be issued in one or more series by our Board of Directors without further action by the shareholders on such terms and with such rights, preferences and designations as our Board of Directors may determine. Furthermore, our Memorandum of Association currently authorizes 250,000,000 ordinary shares, of which only 31,620,378 were issued and outstanding as of June 11, 2004. Such additional ordinary shares or preference shares could be available for use in opposing a hostile takeover attempt and deprive holders of our ordinary shares of the opportunity to sell their ordinary shares at a premium over prevailing market prices.

Bahamian law differs from the laws in effect in the United States and holders of our ordinary shares may have more difficulty in protecting their interests than would shareholders of a corporation incorporated in the United States.

        Our shareholders may have more difficulty protecting their interests than would shareholders of a corporation incorporated in a jurisdiction of the United States. As a Bahamian company, we are governed by the International Business Companies Act 2000, as amended, of The Bahamas. The International Business Companies Act differs in some material respects from the laws generally applicable to U.S. corporations and shareholders, including:

•

Interested Director Transactions: Bahamian law generally allows companies to enter into any transaction or arrangement in which any of the directors have an interest. Directors may also be present at a meeting at which a vote approving a transaction or arrangement in which they have an interest, so long as they have disclosed their interest and the transaction or arrangement is approved or ratified by all of the shareholders. U.S. companies are generally required to obtain the approval of a majority of disinterested directors or the approval of shareholders before entering into any transaction or arrangement in which their directors have an interest, unless the transaction or arrangement is fair to the company at the time it is authorized by the company's board or shareholders.



•

Business Combinations with Interested Shareholders: U.S. companies generally may not enter into business combinations with significant shareholders or their affiliates, unless the business combination has been approved by the board in advance or by a supermajority of shareholders, or the business combination meets specified conditions. There is no similar law in The Bahamas. We and certain of our principal shareholders have entered into an agreement that limits such shareholders' ability to enter into certain business combinations with us.



•

Shareholder Suits: The circumstances in which a shareholder may bring a derivative action in The Bahamas are significantly more limited than in the United States. In general, under Bahamian law, derivative actions are permitted only when the act complained of is alleged to be beyond the corporate power of the company, is illegal or would result in the violation of the company's memorandum and articles of association. In addition, the Bahamian courts would consider permitting a derivative action for acts that are alleged to constitute a fraud against the minority shareholders or, for instance, acts that require the approval of a greater percentage of the company's shareholders than those who actually approved them.

26

CAPITALIZATION AND INDEBTEDNESS

        The following table sets forth our cash position and capitalization as of May 31, 2004:

	Total Capitalization as of May 31, 2004 (in thousands)
Cash and cash equivalents		$	257,178
Restricted cash			5,445
	Total cash and cash equivalents	$	262,623
Long term debt (including current maturities)
	Revolving credit facility(a)		—
	87/8% senior subordinated notes due 2011(b)	$	400,000
	2.375% convertible senior subordinated notes due 2024		230,000
	One&Only Palmilla senior credit facility		86,382
	Interest rate swap fair value adjustment(c)		5,833
	Premium on 87/8% senior subordinated notes due 2011		5,041
	Capitalized leases and other debt		1,638
			728,894
Shareholders' equity			913,645
	Total capitalization	$	1,642,539

(a)

Subject to certain conditions, our revolving credit facility permits aggregate borrowings of up to $238 million. We expect to enter into an amendment of our current revolving credit facility in the third quarter of 2004 that will increase the total aggregate borrowing to $500 million.

(b)

Excludes the fair value effect of the interest rate swap agreements related to our 8⁷/8% senior subordinated notes.

(c)

Represents the fair value effect of the interest rate swap agreements related to our 8⁷/8% senior subordinated notes.

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,(a)
					First Quarter 2004
1999	2000(b)	2001	2002	2003
2.31	—	1.51	2.32	2.88	5.36

(a)

The consolidated financial statements for the years ended December 31, 2002, 2001, 2000 and 1999 were restated. See "Note 2—Restatement and Reclassifications" to our consolidated financial statements included in our Annual Report on Form 20-F which is incorporated by reference into this prospectus.

(b)

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

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USE OF PROCEEDS

        We will not receive any proceeds from the sale by the selling security holders of the notes or the ordinary shares issuable on conversion of the notes.

SELLING SECURITY HOLDERS

        We originally issued the notes in April 2004 in a private offering pursuant to Section 4(2) of the Securities Act. The notes were immediately resold by the initial purchasers in transactions exempt from registration under Rule 144A under the Securities Act. The selling security holders consist of transferees who purchased the notes from the initial purchasers, and their subsequent transferees, pledgees, donees and successors. The selling security holders may from time to time offer and sell the notes and the ordinary shares issued upon conversion thereof pursuant to this prospectus or an applicable prospectus supplement.

        The following table sets forth, as of July 2, 2004, certain information concerning the principal amount of the notes and number of ordinary shares beneficially owned by the selling security holders as well as the principal amount of the notes and number of ordinary shares issuable on conversion thereof which may be offered from time to time under this prospectus by the selling security holders. We prepared this table based solely on information provided to us by the selling security holders, and we have not independently verified such information. Information concerning the selling security holders may change from time to time. We may from time to time file prospectus supplements or amendments to the registration statement to change or update information regarding the selling security holders and to include additional selling security holders as required by the registration rights agreement.

        Except as set forth below, none of the selling security holders has held any position or office or has had any material relationship with us within the past three years.

	Securities Beneficially Owned and Offered Hereby			Percentage of Outstanding Securities
Name and Address	Principal Amount of Notes		Ordinary Shares(1)	Principal Amount of Notes		Ordinary Shares(2)
Akela Capital Master Fund, Ltd. 1001 Winstead Drive, Suite 455 Cary, NC 27513	$	10,000,000	171,703	4.35	%	0.54	%
Amaranth, LLC One American Lane Greenwich, CT 06831	$	20,000,000	343,406	8.70	%	1.07	%
Arkansas PERS Froley, Revy Investment Co., Inc. 10900 Wilshire Boulevard, Suite 900 Los Angeles, CA 90024	$	1,575,000	27,043	0.68	%	0.09	%
BNP Paribas Equity Strategies, SNC 555 Croton Road, 4th Floor King of Prussia, PA 19406	$	3,680,000	63,186	1.6	%	0.20	%
Boilermakers Blacksmith Pension Trust Froley, Revy Investment Co., Inc. 10900 Wilshire Boulevard, Suite 900 Los Angeles, CA 90024	$	1,925,000	33,052	0.84	%	0.10	%
Continental Assurance Company on Behalf of its Separate Account (E) CMA Plaza 333 South Wabash, 23S Chicago, IL 60685	$	200,000	3,434	0.09	%	0.01	%

28

Continental Casualty Company CMA Plaza 333 South Wabash, 23S Chicago, IL 60685	$	1,800,000	30,906	0.78	%	0.10	%
CooperNeff Convertible Strategies (Cayman) Master Fund LP 555 Croton Road, 4th Floor King of Prussia, PA 19406	$	3,880,000	66,620	1.69	%	0.21	%
Delaware PERS Froley, Revy Investment Co., Inc. 10900 Wilshire Boulevard, Suite 900 Los Angeles, CA 90024	$	900,000	15,453	0.39	%	0.05	%
Delta Airlines Master Trust Froley, Revy Investment Co., Inc. 10900 Wilshire Boulevard, Suite 900 Los Angeles, CA 90024	$	495,000	8,499	0.22	%	0.03	%
Duke Endowment Froley, Revy Investment Co., Inc. 10900 Wilshire Boulevard, Suite 900 Los Angeles, CA 90024	$	415,000	7,125	0.18	%	0.02	%
Froley, Revy Investment Convertible Security Fund 10900 Wilshire Boulevard, Suite 900 Los Angeles, CA 90024	$	30,000	515	0.01	%	0.002	%
Goldman Sachs & Co. 180 Maiden Lane, 9th Floor New York, NY 10036	$	2,500,000	42,925	1.09	%	0.14	%
ICI American Holdings Trust Froley, Revy Investment Co., Inc. 10900 Wilshire Boulevard, Suite 900 Los Angeles, CA 90024	$	345,000	5,923	0.15	%	0.02	%
LB Series Fund, Inc., High Yield Portfolio 625 4th Avenue So., Box 1010 Minneapolis, MN 55415	$	1,150,000	19,745	0.50	%	0.06	%
LB Series Fund, Inc., Income Portfolio 625 4th Ave. So., Box 1010 Minneapolis, MN 55415	$	950,000	16,311	0.41	%	0.05	%
LB Series Fund, Inc., Limited Maturity Bond Portfolio 625 4th Avenue So., Box 1010 Minneapolis, MN 55415	$	200,000	3,434	0.09	%	0.01	%
Louisiana CCRF Froley, Revy Investment Co., Inc. 10900 Wilshire Boulevard, Suite 900 Los Angeles CA 90024	$	175,000	3,004	0.08	%	0.009	%
Lutheran Brotherhood High Yield Fund 625 4th Avenue So., Box 1010 Minneapolis, MN 55415	$	850,000	14,594	0.37	%	0.05	%

29

Lutheran Brotherhood Income Fund 625 4th Avenue So., Box 1010 Minneapolis, MN 55415	$	750,000	12,877	0.33	%	0.04	%
Lutheran Brotherhood Limited Maturity Bond Fund 625 4th Avenue So., Box 1010 Minneapolis, MN 55415	$	100,000	1,717	0.04	%	0.005	%
Lyxor/Convertible Arbitrage Fund Limited 555 Croton Road, 4th Floor King of Prussia, PA 19406	$	650,000	11,160	0.28	%	0.04	%
Marathon Global Convertible Master Fund c/o Marathon Asset Management 461 Fifth Avenue 10th Floor New York, NY 10017	$	2,500,000	42,925	1.09	%	0.14	%
McMahan Securities Co. L.P. 500 West Putnam Avenue, 3rd Floor Greenwich, CT 06830-6086	$	1,000,000	17,170	0.43	%	0.05	%
National Bank of Canada c/o Putnam Lovell NBF Securities Inc. 65 East 55th Street New York, NY 10022	$	2,500,000	42,925	1.09	%	0.14	%
Newport Alternative Income Fund c/o Silvercreek Management Inc. 1670 Bayview Avenue, Suite 308 Toronto, Ontario Canada M4G3C2	$	1,280,000	21,978	0.56	%	0.07	%
Nuveen Preferred & Convertible Fund JQC Froley, Revy Investment Co., Inc. 10900 Wilshire Boulevard, Suite 900 Los Angeles, CA 90024	$	4,600,000	78,983	2.0	%	0.25	%
Nuveen Preferred & Convertible Income Fund JPC Froley, Revy Investment Co., Inc. 10900 Wilshire Boulevard, Suite 900 Los Angeles, CA 90024	$	3,425,000	58,808	1.49	%	0.19	%
OCLC Online Computer Library Center Inc. Froley, Revy Investment Co., Inc. 10900 Wilshire Boulevard, Suite 900 Los Angeles, CA 90024	$	50,000	858	0.02	%	0.003	%
Prudential Insurance Co. of America Froley, Revy Investment Co., Inc. 10900 Wilshire Boulevard, Suite 900 Los Angeles, CA 90024	$	90,000	1,545	0.04	%	0.005	%
Silvercreek Limited Partnership c/o Silvercreek Management Inc. 1670 Bayview Avenue, Suite 308 Toronto, Ontario Canada M4G3C2	$	5,715,000	98,128	2.48	%	0.31	%

30

Silvercreek II Limited c/o Silvercreek Management Inc. 1670 Bayview Avenue, Suite 308 Toronto, Ontario Canada M4G3C2	$	3,505,000	60,182	1.52	%	0.19	%
Singlehedge US Convertible Arbitrage Fund 555 Croton Road, 4th Floor King of Prussia, PA 19406	$	1,040,000	17,857	0.45	%	0.06	%
State of Oregon/Equity Froley, Revy Investment Co., Inc. 10900 Wilshire Boulevard, Suite 900 Los Angeles, CA 90024	$	4,700,000	80,700	2.04	%	0.25	%
Tribeca Investments L.T.D. 399 Park Avenue 7th floor, Zone 1 New York, NY 10022	$	10,000,000	171,703	4.35	%	0.54	%
Victus Capital, LP 25 East 78th Street New York, NY 10021	$	4,000,000	68,681	1.74	%	0.22	%

(1)

Assumes issuance of the maximum number of ordinary shares upon conversion of all the holder's notes at a conversion price per share of $58.24. This initial conversion price, however, is subject to adjustment as described under "Description of the Notes—Conversion Price Adjustments." As a result, the number of ordinary shares issuable upon conversion of the notes may increase or decrease in the future.

(2)

Calculated based on 31,620,378 ordinary shares outstanding as of June 11, 2004. In calculating this amount for each holder, we treated as outstanding the number of ordinary shares issuable upon conversion of all of that holder's notes, but we did not assume conversion of any other holder's notes.

        The selling security holders listed in the above table may have sold or transferred, in transactions exempt from the registration requirements of the Securities Act, some or all of the notes since the date on which the information in the above table was provided to us. Information about the selling security holders may change over time.

        Because the selling security holders may offer all or some of their notes or the ordinary shares issuable upon conversion of the notes from time to time, we cannot estimate the amount of the notes or number of ordinary shares that will be held by the selling security holders upon the termination of any particular offering by such selling security holder. Please refer to "Plan of Distribution."

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PRICE RANGE OF OUR ORDINARY SHARES AND DIVIDEND POLICY

        Our ordinary shares have been listed and traded on the New York Stock Exchange since March 1, 1996. On July 1, 2004, the closing price of our ordinary shares on the NYSE was $48.04.

        The following table sets forth the range of high and low closing sale prices of our ordinary shares as reported on the NYSE during the periods shown.

For the year:	High		Low
2003	$	39.02	$	19.37
2002		31.20		18.80
2001		28.50		17.13
2000		23.75		15.88
1999		47.49		17.31

For the quarter:	High		Low
2004:
Second Quarter	$	47.56	$	41.41
First Quarter		46.46		38.47
2003:
Fourth Quarter	$	39.02	$	34.78
Third Quarter		37.60		30.11
Second Quarter		32.21		22.25
First Quarter		23.45		19.37
2002:
Fourth Quarter	$	24.74	$	18.80
Third Quarter		25.13		22.25
Second Quarter		31.20		24.24
First Quarter		27.21		22.95

For the month:	High		Low
2004 June	$	47.56	$	42.42
2004 May		45.42		41.41
2004 April		47.36		42.75
2004 March		46.46		40.00
2004 February		42.30		38.47
2004 January		43.00		39.22

        We have never declared or paid cash dividends on our ordinary shares and we do not anticipate making any cash dividend payments to our ordinary shareholders for the foreseeable future. We currently intend to retain our future earnings to fund our working capital, debt service, capital expansions and improvements and for general corporate purposes. In addition, our ability to pay dividends is limited by the terms of our debt instruments. See "Description of Other Indebtedness."

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DESCRIPTION OF THE NOTES

        We issued the notes under an indenture dated as of April 5, 2004, between us and The Bank of New York Trust Company, N.A., as trustee, which we refer to in this prospectus as the note indenture. The following description is only a summary of the material provisions of the notes, the note indenture and the registration rights agreement. Wherever particular provisions or defined terms of the note indenture are referred to, these provisions or defined terms are incorporated in this prospectus by reference. We urge you to read the note indenture, the form of note and the registration rights agreement in their entirety because they, and not this description, define your rights as a holder of the notes. You may request copies of these documents at our address shown under the caption "Incorporation of Certain Documents By Reference." The terms of the notes include those stated in the note indenture and those made part of the note indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). For purposes of this section, references to "we," "us," "our" and "Kerzner" include only Kerzner International Limited and not our subsidiaries.

        The following terms used in this "Description of the Notes" have the meanings indicated below.

        The term "business day" means any day, other than a Saturday or Sunday, that is not a day on which banking institutions in New York City or the NYSE are authorized or required by law or executive order to close.

        "Credit Agreement" means the 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, 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 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 and its subsidiaries and their respective successors and assigns, (iii) increasing the amount of indebtedness incurred thereunder or available to be borrowed thereunder, or (iv) otherwise altering the terms and conditions thereof in a manner not prohibited by the terms hereof.

        "Junior Security" means any of our capital stock (other than disqualified capital stock) and any of our indebtedness, that (i) is subordinated in right of payment to Senior Debt (as defined below) at least to the same extent as the notes, (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 of our Senior Debt 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

33

been given if the holders of such Senior Debt, individually or as a class, shall have approved such reorganization.

        References to "a note" or "each note" refer to $1,000 principal amount of the notes.

        "Senior Debt" means our 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) 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; provided, that in no event shall Senior Debt include (a) indebtedness to any subsidiary of ours or any officer, director or employee of us or any of our subsidiaries (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 note 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 (which generally means any equity security of ours that is convertible, exercisable or exchangeable, or that is redeemable or repurchasable by us at the option of the holder thereof, prior to the maturity of the notes), and (e) any liability for taxes owed or owing by us.

General

        The notes:

•

are our unsecured senior subordinated obligations and rank junior to all of our existing and future senior debt, including debt under our revolving credit facility;



•

rank equal to all of our existing and future senior subordinated debt and rank senior to all of our existing and future Junior Securities;



•

are not guaranteed by our subsidiaries and so they are effectively subordinated to our subsidiaries' existing and future liabilities;



•

are limited to an aggregate principal amount of $230,000,000;



•

mature on April 15, 2024, unless earlier converted, purchased by us at your option or redeemed;



•

accrue interest at the rate of 2.375% per year payable in cash on each April 15 and October 15, commencing on October 15, 2004, as set forth below under "—Interest";



•

will accrue additional interest if we fail to comply with certain obligations as set forth under "—Registration Rights";



•

are issued in denominations of $1,000 and integral multiples of $1,000;



•

are represented by one or more registered notes in global form, but in certain limited circumstances may be represented by notes in definitive form;



•

are redeemable by us for cash, at our option, in whole or in part, at any time on or after April 21, 2014 at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest (including additional interest, if any) up to but not including the redemption date;



•

are redeemable by us, for cash, in whole but not in part, under certain circumstances described below under "—Required Regulatory Redemption," at a price equal to the principal amount of the notes plus accrued and unpaid interest, if any, to the redemption date; and

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•

are subject to repurchase by us at the option of the holder on April 15, 2014 and April 15, 2019, or upon the occurrence of a change in control (as defined below).

        You have the option, subject to fulfillment of certain conditions and during the periods described below, to convert your notes into cash and our ordinary shares at an initial conversion rate of 17.1703 shares per $1,000 principal amount of the notes. This is equivalent to an initial conversion price of approximately $58.24 per ordinary share. The "conversion price" is, as of any date of determination, a dollar amount derived by dividing the principal amount by the conversion rate then in effect. The conversion rate is subject to adjustment if certain events occur. Upon a surrender of your notes for conversion, you will receive cash and ordinary shares as described below in "—Conversion Rights." Upon conversion of a note, you will not receive fractional shares but instead a cash payment to account for any such fractional shares. You will not receive any cash payment for interest (or additional interest, if any) accrued and unpaid to the conversion date except under the limited circumstances described below.

Interest

        The notes bear interest at the rate per annum of 2.375%. Interest (including additional interest, if any) shall be payable semi-annually in arrears on April 15 and October 15 of each year, commencing October 15, 2004.

        Interest on a note (including additional interest, if any) will be paid to the person in whose name the note is registered at the close of business on the April 1 or October 1, as the case may be, immediately preceding the related interest payment date. Interest (including additional interest, if any) will be calculated on the basis of a 360-day year consisting of twelve 30-day months and will accrue from April 5, 2004 or from the most recent date to which interest has been paid or duly provided for. We will pay interest on any overdue principal amount at the interest rate bourne by the notes at the time such interest on the overdue principal amount accrues, compounded semi-annually, and we will pay interest on overdue installments of interest and additional interest, if any, at the same interest rate, compounded semi-annually.

Ranking

        The payment of principal of, and interest (including additional interest, if any) on, the notes, as set forth in the note indenture, ranks junior in right of payment with all of our existing and future senior debt, including debt under our revolving credit facility. The notes are equal in right of payment to all of our existing and future senior subordinated debt and they are effectively subordinated to our existing and future secured indebtedness, including indebtedness under our revolving credit facility, to the extent of the value of the assets securing that secured indebtedness. The notes are also effectively subordinated to our subsidiaries' existing and future liabilities, including guarantees of our 8⁷/8% senior subordinated notes.

        Neither we nor our subsidiaries are prohibited from incurring indebtedness under the note indenture. We may from time to time incur additional debt, including senior indebtedness. Our subsidiaries may also from time to time incur additional indebtedness and liabilities.

        As of March 31, 2004, we had $1.7 million of senior secured indebtedness outstanding in the form of capital leases (which includes $0.6 million related to the One&Only Palmilla), $15.6 million of letters of credit outstanding under our revolving credit facility, $238.0 million of additional availability under our revolving credit facility, $400.0 million of 8⁷/8% senior subordinated notes and $86.4 million of debt associated with the senior credit facility at the One&Only Palmilla. As of March 31, 2004, our subsidiaries had approximately $183.7 million of trade payables and accrued liabilities, which includes capital creditors and excludes guarantees of our indebtedness and intercompany indebtedness. Our subsidiaries have guaranteed the repayment of our borrowings under our revolving credit facility.

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Additional Amounts

        We will, subject to certain limitations and exceptions (as set forth below), pay to each holder of notes such amounts (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment of (i) principal, premium, additional interest and interest, if any, with respect to a note, or (ii) net proceeds on the sale, redemption, repurchase, conversion 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 notes 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, levy, 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, levies, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the notes;



(3)

any tax, duty, levy, 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 additional interest, if any, in respect of any note or the net proceeds received on the sale, redemption, repurchase, conversion or exchange of any note, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in the note indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the note 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 us. By making such assignment, the holder of the notes makes no representation or warranty that we will be entitled to receive such claim for a refund or credit, and incurs no other obligation with respect thereto.

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Conversion Rights

        Subject to the restrictions and during the periods described below, you may convert each of your notes into cash and our ordinary shares initially at a rate of 17.1703 ordinary shares per $1,000 principal amount of the notes (equivalent to an initial conversion price of $58.24 per share). The conversion price and resulting conversion rate are, however, subject to adjustment as described below under "—Conversion Price Adjustments." You may convert notes only in denominations of $1,000 and integral multiples of $1,000.

        You may convert your notes into cash and ordinary shares only in the following circumstances, which are described in more detail below, and to the following extent:

•

in whole or in part, upon satisfaction of the ordinary share price condition;



•

any or all of those notes that have been called for redemption and the redemption has not yet occurred;



•

in whole or in part, upon satisfaction of a trading price condition; or



•

in whole or in part, upon occurrence of specified corporate transactions.

        If we call your notes for redemption, you may convert your notes at any time before the close of business on the second business day prior to the redemption date, unless we default in making the redemption payment when due, in which case the conversion right will terminate at the close of business on the date such default is cured and such note is redeemed. If you have already delivered a repurchase election with respect to a note as described under "—Repurchase of Notes by Us at the Option of the Holder Upon a Change in Control," you may not surrender that note for conversion until you have withdrawn the repurchase election in accordance with the note indenture.

        Upon conversion, you will be entitled to receive, per $1,000 principal amount of the notes, cash and our ordinary shares, the Conversion Value which will be equal to the product of, subject to certain exceptions described below under "—Conversion Upon Satisfaction of Trading Price Condition" and "—Conversion Upon Specified Corporate Transactions":

(1)

the conversion rate then in effect; and



(2)

the Ten Day Average Closing Share Price.

        Subject to certain exceptions described below and under "—Conversion Upon Satisfaction of Trading Price Condition" and "—Conversion Upon Specified Corporate Transactions," we will deliver the Conversion Value of the notes that you surrender for conversion as follows:

(1)

the Principal Return equal to the lesser of (a) the aggregate Conversion Value of the notes to be converted and (b) the aggregate principal amount of the notes to be converted;



(2)

if the aggregate Conversion Value of the notes to be converted is greater than the Principal Return, the Net Shares, determined as set forth below, equal to the Net Share Amount; and



(3)

an amount in cash in lieu of any fractional ordinary shares.

        The number of Net Shares to be paid will be determined by dividing the Net Share Amount by the Ten Day Average Closing Share Price. The cash payment for fractional shares also will be based on the Ten Day Average Closing Share Price.

37

        We will determine the Conversion Value, Principal Return, Net Share Amount and the number of Net Shares at the end of the ten consecutive trading day period beginning on the second trading day immediately following the day the notes are tendered for conversion.

        Our delivery to you of the Principal Return, Net Shares and cash in lieu of fractional shares will be deemed to satisfy our obligation to pay the principal amount of the notes and accrued interest and any additional interest payable on the notes, except as described below. Accrued interest and any additional interest will be deemed paid in full rather than canceled, extinguished or forfeited.

        Upon conversion, you will not be entitled to any actual payment or adjustment on account of accrued but unpaid interest (including additional interest, if any) on a converted note, or on account of dividends or distributions on our ordinary shares issued in connection with the conversion, unless such conversion occurs after a regular record date and prior to the opening of business on the next interest payment date. In such event, you must deliver payment to us when you surrender your note for conversion of an amount equal to the interest payable on the interest payment date (including additional interest, if any) on the principal amount to be converted. The foregoing sentence does not apply to notes that are called for redemption on a redemption date within the period between the close of business on the record date and the opening of business on the interest payment date, or to notes surrendered for conversion on the interest payment date.

        If you convert your notes, we will pay any documentary, stamp or similar issue or transfer tax due on the ordinary shares issuable upon the conversion, unless the tax is due because you request the shares to be issued to another person, in which case you will pay such tax.

Conversion Upon Satisfaction of Ordinary Share Price Condition

        You may surrender any of your notes for conversion during any fiscal quarter commencing after April 5, 2004, if the ordinary share price (as defined below) for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the fiscal quarter preceding the quarter in which the conversion occurs is more than 120% of the conversion price on that 30th trading day.

        The "ordinary share price" on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on such date for our ordinary shares as reported in composite transactions on the principal U.S. securities exchange on which our ordinary shares are traded or, if our ordinary shares are not listed on a U.S. national or regional securities exchange, as reported by The Nasdaq System.

Conversion Upon Notice of Redemption

        If we call any or all of the notes for redemption, you may surrender for conversion any of your notes that have been called for redemption at any time prior to the close of business on the day that is two business days prior to the redemption date, even if the notes are not otherwise convertible at such time.

Conversion Upon Satisfaction of Trading Price Condition

        You may surrender any of your notes for conversion during the five trading day period immediately after any five consecutive trading day period in which the trading price of $1,000 principal amount of the notes, as determined following a request by a holder of the notes in accordance with the procedures set forth in the note indenture, for each day of such five consecutive trading day period was less than 95% of the product of the ordinary share price on such day multiplied by the number of shares issuable upon conversion of $1,000 principal amount of the notes (the "trading price condition"); provided, that if, on the date of any conversion pursuant to the trading price condition, the

38

ordinary share price on such date is greater than the conversion price on such date but less than 120% of the conversion price on such date, then the Conversion Value you will be entitled to receive will be equal to the principal amount of the notes surrendered plus accrued but unpaid interest (including additional interest, if any) as of the conversion date.

        The trustee shall have no obligation to determine the trading price of the notes unless we have requested such determination in writing, and we shall have no obligation to make such request unless a holder provides us with reasonable evidence that the trading price of the notes on any date would be less than 95% of the product of the ordinary share price on such date and the conversion rate then in effect. At such time, we shall instruct the trustee to determine the trading price of the notes beginning on the next trading day and on each successive trading day until the trading price of the notes is greater than or equal to 95% of the product of the ordinary share price and the conversion rate.

        The "trading price" of the notes on any date of determination means the average of the secondary market bid quotations per $1,000 principal amount of the notes obtained by the trustee for $5,000,000 principal amount of the notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers we select, which may include any of the initial purchasers; provided that if at least three such bids cannot reasonably be obtained by the trustee, but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the trustee, this one bid shall be used. If the trustee cannot reasonably obtain at least one such bid or, in our reasonable judgment, the bid quotations are not indicative of the secondary market value of the notes, then the trading price of the notes will be determined in good faith by the trustee, taking into account in such determination such factors as it, in its sole discretion after consultation with us, deems appropriate.

Conversion Upon Specified Corporate Transactions

        If we elect to:

•

distribute to all holders of our ordinary shares rights, warrants or options entitling them to subscribe for or purchase, for a period expiring not more than 60 days after the date of distribution, our ordinary shares at less than the average ordinary share price for the ten trading days immediately preceding the date that such distribution was first publicly announced; or



•

make a distribution (other than in respect of a tender offer or exchange offer) to all holders of our ordinary shares that has a per share value exceeding 10% of the ordinary share price on the trading day immediately preceding the date that such distribution was first publicly announced that does not result in a conversion price adjustment or a right to receive cash under "—Conversion Price Adjustments" below,

we must notify the holders of notes at least 20 days prior to the ex-dividend date (as defined below) for such distribution. Once we have given such notice, holders may surrender their notes for conversion until the earlier of the close of business on the business day prior to the ex-dividend date or our announcement that such distribution will not take place. This provision shall not apply if the holder of a note otherwise participates in the distribution on an as-converted basis solely into our ordinary shares at the then applicable conversion price without conversion of such holder's notes; provided, however, that holders of notes will have the right to do so only if we specifically so elect in connection with such transaction.

        The "ex-dividend date" means the date immediately prior to the commencement of "ex-dividend" trading for the issuance or distribution described above on the NYSE or such other national securities exchange or The Nasdaq Stock Market or similar system of automated dissemination of quotations of securities prices on which the ordinary shares are then listed or quoted.

39

        In addition, if we reclassify our ordinary shares or are a party to a consolidation, merger, share exchange, sale of all or substantially all of our properties and assets or other similar transaction, in each case pursuant to which our ordinary shares would be converted into cash, securities or other property, a holder may surrender its notes for conversion at any time from and after the effective date of such transaction until and including the date that is 30 days after the effective date of such transaction. If the transaction also constitutes a change in control, such holder can instead require us to repurchase all or a portion of its notes as described under "—Right to Require Repurchase of Notes Upon a Change in Control."

Conversion Procedures

        To convert your notes into cash and our ordinary shares, you must:

•

complete and manually sign the conversion notice on the back of the note and deliver such notice to the conversion agent;



•

surrender the note to the conversion agent;



•

if required, furnish appropriate endorsements and transfer documents;



•

if required, pay any transfer or similar taxes; and



•

if the note is held in book-entry form, complete and deliver to the depositary appropriate instructions.

        If your interest is a beneficial interest in a global note, to convert you must comply with the last two requirements listed above and comply with the depositary's procedures for converting a beneficial interest in a global note.

        If you surrender a note for conversion between the close of business on the record date for payment of an installment of interest and the opening of business on the related interest payment date, the note must be accompanied by payment of an amount equal to the interest (including additional interest, if any) payable on such interest payment date on the principal amount of the note or portion thereof then converted; provided that no such payment will be required if such note has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such note is surrendered for conversion on the interest payment date.

        The conversion agent will, on your behalf, convert the notes into ordinary shares. Delivery of shares will be accomplished by delivery to the conversion agent of certificates for the relevant number of shares, other than in the case of holders of notes in book-entry form with DTC, in which case shares will be delivered in accordance with applicable DTC procedures. In addition, we will pay cash for any fractional shares, as described above under "—Conversion Rights."

Conversion Price Adjustments

        The conversion price will be adjusted (without duplication) as described in the circumstances below.

        (1)   If we (i) pay a dividend or other distribution in ordinary shares to all the holders of our ordinary shares, (ii) subdivide our outstanding ordinary shares into a greater number of shares, or (iii) combine our outstanding ordinary shares into a smaller number of shares, the conversion price will be adjusted so that the holder of a note will be entitled to receive the number of ordinary shares which it would have been entitled to receive had such note been converted immediately prior to the happening of such event. For the purposes of calculating the conversion price adjustment pursuant to this paragraph, the holder of a note will be treated as if it had the right to convert the note solely into

40

ordinary shares at the then applicable conversion price. An adjustment made pursuant to this paragraph will become effective immediately after the record date in the case of a dividend or distribution and will become effective immediately after the effective date in the case of subdivision, combination or reclassification.

        (2)   If we issue to all the holders of our ordinary shares rights, warrants or options entitling them for a period commencing no earlier than the date of distribution and expiring not more than 60 days after the date of distribution to subscribe for or purchase ordinary shares, or securities convertible into ordinary shares, at a price per share less than the average ordinary share price for the 10 trading days immediately preceding the date we first publicly announced the distribution of such rights, warrants or options, the conversion price will be decreased so that it equals the price determined by multiplying the conversion price in effect immediately prior to the record date for such issue by a fraction,

        (i)    the numerator of which is the number of ordinary shares outstanding on such date of our public announcement, plus the number of shares which the aggregate subscription or purchase price for the total number of ordinary shares offered by the rights, warrants or options so issued, or the aggregate conversion price of the convertible securities offered by such rights, warrants or options, would purchase at such average ordinary share price, and

        (ii)   the denominator of which is the number of ordinary shares outstanding on such date of our public announcement plus the number of additional ordinary shares offered by such rights, warrants or options, or into which the convertible securities so offered by such rights, warrants or options are convertible.

        We will make this adjustment successively whenever any such rights, warrants or options are issued, and it will become effective immediately after such record date. If at the end of the period during which such rights, warrants or options are exercisable not all rights, warrants or options shall have been exercised, the adjusted conversion price will be immediately readjusted to what it would have been upon application of the foregoing adjustment substituting the number of additional ordinary shares actually issued, or the number of ordinary shares issuable upon conversion of convertible securities actually issued, for the total number of ordinary shares offered, or convertible securities offered.

        (3)   If we distribute to all the holders of our ordinary shares any shares of our capital stock (as defined below, other than ordinary shares) or evidences of our indebtedness, other securities or other assets, or we distribute to all the holders of our ordinary shares rights, warrants or options to subscribe for or purchase any of our securities (excluding (x) those rights, options and warrants referred to in paragraph (2) above; (y) those dividends, distributions, subdivisions and combinations referred to in paragraph (1) above; and (z) those dividends and distributions paid in cash referred to in paragraph (5) below), then in each such case the conversion price will be decreased so that it equals the price determined by multiplying the conversion price in effect immediately prior to the date of such distribution by a fraction,

        (i)    the numerator of which is the market price (as defined below) on the record date for the determination of the holders of our ordinary shares entitled to receive such distribution less the fair market value on such record date, as determined by our Board of Directors, of the portion of the capital stock or evidences of indebtedness, securities or assets so distributed or of such rights, warrants or options, in each case applicable to one ordinary share, and

        (ii)   the denominator of which shall be the market price on such record date,

such adjustment to become effective immediately after the record date for such distribution; provided that if the numerator is less than $1.00, including a negative amount, then in lieu of the foregoing adjustment, adequate provision will be made so that each holder of a note will have the right to receive upon conversion, in addition to the cash and ordinary shares issuable upon such conversion, the distribution such holder would have received had such holder converted its note solely into ordinary

41

shares at the then applicable conversion price immediately prior to the record date for such distribution.

        The term "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.

        The term "market price" means the average of the ordinary share prices for 20 consecutive trading days commencing 30 trading days before the record date with respect to any distribution, issuance or other event requiring such computation, appropriately adjusted, as determined in good faith by our Board of Directors, to take into account the occurrence, during the period commencing on the first of such 20 consecutive trading days and ending on such record date, of any event requiring adjustment of the conversion price under the note indenture.

        (4)   If we or any of our subsidiaries makes a payment to the holders of our ordinary shares in respect of a tender or exchange offer of consideration per ordinary share having a fair market value, as determined by our Board of Directors, that as of the last time (the "Expiration Time") tenders or exchanges may be made exceeds the ordinary share price on the trading day next succeeding the Expiration Time, the conversion price will be decreased so that it equals the price determined by multiplying the conversion price in effect immediately prior to the Expiration Time by a fraction,

        (i)    the numerator of which is the number of ordinary shares outstanding, including any tendered or exchanged shares, at the Expiration Time multiplied by the ordinary share price on the trading day next succeeding the Expiration Time, and

        (ii)   the denominator of which is the sum of (x) the fair market value, as determined by our Board of Directors, of the aggregate consideration payable to the holders of our ordinary shares based on the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of all ordinary shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted up to any such maximum being referred to as the "Purchased Shares"), and (y) the product of the number of ordinary shares outstanding, less any Purchased Shares, at the Expiration Time and the ordinary share price on the trading day next succeeding the Expiration Time,

such adjustment to become effective immediately prior to the opening of business on the day following the Expiration Time. If we are obligated to purchase shares pursuant to any such tender or exchange offer, but we are permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the conversion price will again be adjusted to be the conversion price that would then be in effect if such tender or exchange offer had not been made.

        (5)   If we declare a cash dividend or cash distribution to all or substantially all of the holders of our ordinary shares, the conversion price will be decreased so that it equals the price determined by multiplying the conversion price in effect immediately prior to the record date for such dividend or distribution by a fraction,

        (i)    the numerator of which is the Pre-Dividend Sale Price minus the Dividend Adjustment Amount, and

        (ii)   the denominator of which is the Pre-Dividend Sale Price,

such adjustment to become effective immediately after the record date for such dividend or distribution; provided that if the numerator is less than $1.00, including a negative amount, then in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of a note will have the right to receive upon conversion, in addition to the cash and ordinary shares issuable upon such conversion, the amount of cash such holder would have received if it had converted its note solely into

42

ordinary shares at the then applicable conversion price immediately prior to the record date for such cash dividend or cash distribution. If such cash dividend or cash distribution is not so paid or made, the conversion price will again be adjusted to be the conversion price that would then be in effect if such dividend or distribution had not been declared.

        (6)   If a tender or exchange offer is made by a person other than Kerzner or one of our subsidiaries for an amount that increases the offeror's ownership of ordinary shares to more than 25% of the ordinary shares outstanding and involves the payment of consideration per ordinary share having a fair market value, as determined by our Board of Directors, that as of the last time (the "Offer Expiration Time") tenders or exchanges may be made exceeds the ordinary share price on the trading day next succeeding the Offer Expiration Time, and in which, as of the Offer Expiration Time our Board of Directors is not recommending rejection of the offer, the conversion price will be decreased so that it equals the price determined by multiplying the conversion price in effect immediately prior to the Offer Expiration Time by a fraction,

        (i)    the numerator of which is the number of ordinary shares outstanding, including any tendered or exchanged shares, at the Offer Expiration Time multiplied by the ordinary share price on the trading day next succeeding the Offer Expiration Time, and

        (ii)   the denominator of which is the sum of (x) the fair market value, as determined by our Board of Directors, of the aggregate consideration payable to the holders of our ordinary shares based on the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of all shares validly tendered or exchanged and not withdrawn as of the Offer Expiration Time (the shares deemed so accepted up to any such maximum being referred to as the "Accepted Purchased Shares"), and (y) the product of the number of ordinary shares outstanding, less any Accepted Purchased Shares, at the Offer Expiration Time and the ordinary share price on the trading day next succeeding the Offer Expiration Time,

such adjustment to become effective immediately prior to the opening of business on the day following the Offer Expiration Time. If such person is obligated to purchase shares pursuant to any such tender or exchange offer, but such person is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the conversion price will again be adjusted to be the conversion price that would then be in effect if such tender or exchange offer had not been made. Notwithstanding the foregoing, the adjustment described in this paragraph will not be made if, as of the Offer Expiration Time, the offering documents with respect to such offer disclose a plan or intention to cause Kerzner to engage in any transaction described below in "—Consolidation, Merger and Sale of Assets."

        Notwithstanding the foregoing, no adjustment in the conversion price is required under the note indenture unless the adjustment would require an increase or decrease of at least 1% in the conversion price as last adjusted; provided that any adjustments which are not required to be made pursuant to this paragraph will be carried forward and taken into account in any subsequent adjustment.

        The conversion price will not be adjusted for the issuance of our ordinary shares, or securities convertible into or exchangeable for our ordinary shares, except as described above. For example, the conversion price will not be adjusted upon the issuance of our ordinary shares under any present or future employee benefit plan or program of ours. In addition, the conversion price will not be adjusted for a change in the par value or a change to no par value of our ordinary shares.

        We will not issue fractional ordinary shares to a holder who converts a note. Instead, we will pay cash based on the Ten Day Average Closing Share Price.

        If the conversion price is adjusted, you might be treated as receiving a constructive distribution from us, resulting in ordinary income to you for U.S. federal income tax purposes, even though you would not receive any cash related to that adjustment and even though you might not exercise your conversion right. See "Certain Tax Consequences—Material U.S. Federal Income Tax Consequences—Conversion Price Adjustments."

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        We may from time to time reduce the conversion price if our Board of Directors determines that this reduction would be in the best interests of Kerzner. Any such determination by our Board of Directors will be conclusive. Any such reduction in the conversion price must remain in effect for at least 20 trading days or such longer period as may be required by law. In addition, we may from time to time reduce the conversion price if our Board of Directors deems it advisable to avoid or diminish any income tax to holders of our ordinary shares resulting from any stock or rights distribution on our ordinary shares.

Optional Redemption of the Notes

        Beginning on April 21, 2014, we may redeem the notes at any time, in whole or in part, for cash at a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest (including additional interest, if any) up to but not including the redemption date. If the redemption date is between the close of business on an interest record date and the opening of business on the related interest payment date, accrued but unpaid interest (including additional interest, if any) will be payable to the registered holders of the notes at the close of business on the relevant interest record date.

        We will provide not less than 30 nor more than 60 days' notice of redemption by first-class mail to each registered holder of the notes. If the notice of redemption is provided and funds are deposited as required, then interest (including additional interest, if any) will cease to accrue after the redemption date on those notes or portions of notes called for redemption.

        If we decide to redeem fewer than all of the outstanding notes, the trustee will select the notes to be redeemed by any method that it deems fair and appropriate. In the event of a partial redemption, the trustee may select for redemption portions of the principal amount of any note in principal amounts of $1,000 and integral multiples thereof.

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 (as defined below). 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 its 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, we may, at our option, redeem the holder's notes at, depending on applicable law, (i) the principal amount thereof, together with accrued and unpaid interest and additional interest, 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 lowest of clauses (i) and (ii) or (iv) such other amount as may be determined by the appropriate gaming authority.

        The term "gaming authority" means any regulatory body responsible for a gaming license held by Kerzner or a subsidiary of Kerzner 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 April 5, 2004 have, jurisdiction over the gaming activities of us or any of our subsidiaries or any successor to such authority.

Repurchase of Notes at the Option of the Holder

        You have the right to require us to repurchase all or a portion of your notes on April 15, 2014 and April 15, 2019. The repurchase price payable will be equal to 100% of the principal amount of the

44

notes on the repurchase date, plus accrued and unpaid interest (including additional interest, if any) up to but not including the repurchase date.

        We are required to give notice of a repurchase date on a date not less than 30 business days prior to each repurchase date to the trustee and all holders at their addresses shown in the register of the registrar, and to beneficial owners as required by applicable law, stating, among other things:

•

the repurchase price, the conversion price and, to the extent known at the time of such notice, the amount of accrued but unpaid interest (including additional interest, if any) that is payable on the repurchase date;



•

the name and address of the paying agent and the conversion agent;



•

that the notes must be surrendered to the paying agent to collect payment of the repurchase price and accrued but unpaid interest (including additional interest, if any);



•

briefly, the conversion rights of the notes; and



•

the procedures that holders must follow to require us to repurchase their notes.

        To exercise the repurchase right, you must deliver a written notice to us and the paying agent, which will initially be the trustee, at any time from the opening of business on the date that is 30 business days prior to the repurchase date until the close of business on the business day prior to such repurchase date. Your repurchase notice must state:

•

if the note is in definitive form, the certificate number;



•

the portion of the principal amount of the note to be repurchased, which must be $1,000 or any integral multiple thereof; and



•

that the note is to be repurchased by us as of the repurchase date pursuant to the terms of the note indenture.

Subject to applicable law, any holder that delivers such repurchase notice to the paying agent will not have the right to withdraw such notice and such notice will be irrevocable.

        To receive payment of the repurchase price, you must either effect book-entry transfer of your notes or deliver your notes, together with the necessary endorsements, to the office of the paying agent after delivery of your repurchase notice. Payment of the repurchase price will be made promptly following the later of the repurchase date and the time of book-entry transfer or delivery of the notes.

        No notes may be repurchased at the option of the holder if there has occurred and is continuing an event of default with respect to the notes, other than a default in the payment of the repurchase price with respect to such notes.

        If the paying agent holds money sufficient to pay the repurchase price of the note on the business day following the repurchase date in accordance with the terms of the note indenture, then:

•

immediately after the repurchase date, the note will cease to be outstanding, whether or not book-entry transfer of the note has been made or the note has been delivered to the paying agent; and



•

all other rights of the holders of the notes to be repurchased will terminate, other than the right to receive the repurchase price upon transfer or delivery of the note.

        We will comply with any applicable provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act which may then be applicable at the time of our repurchase. If then so required, we will file a Schedule TO or any other schedule required in connection with any offer by us to repurchase the notes.

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        Our ability to repurchase notes may be limited by the terms of our then existing indebtedness or financing agreements. If we are obligated to repurchase the notes, there can be no assurance that we will be able to obtain all required consents under our then existing indebtedness or have available funds sufficient to repay indebtedness and to pay the repurchase price for all the notes we may be required to repurchase. Our ability to pay cash to holders electing to require us to repurchase the notes also may be limited by our then existing financial resources. We cannot assure you that sufficient funds will be available when necessary to make any required repurchases. We would need to seek third-party financing to the extent we do not have available funds to meet our repurchase obligations. However, there can be no assurance that we would be able to obtain any such financing. See "Risk Factors—Risks Relating to an Investment in the Notes and Our Ordinary Shares."

Mandatory Redemption or Repurchase

        Except as described in this prospectus under "—Right to Require Repurchase of Notes Upon a Change in Control" and "—Repurchase of Notes at the Option of the Holder," we are not required to repurchase or redeem the notes. There are no sinking fund payments.

Right to Require Repurchase of Notes Upon a Change in Control

        If a change in control (as defined below) occurs, you will have the right, at your option, to require us to repurchase any or all of your notes, on the date fixed by us that is not less than 30 days nor more than 45 days after we give notice of the change in control. We will repurchase the notes for an amount of cash equal to 100% of the principal amount of the notes, plus accrued and unpaid interest (including additional interest, if any) up to but not including the repurchase date.

        A "change in control" means:

•

any sale, transfer or other conveyance, whether direct or indirect, of all or substantially all of the assets, on a consolidated basis, of Kerzner in one transaction or a series of related transactions (in each case other than to a person that is a Permitted Holder (as defined below));



•

any merger or consolidation of Kerzner 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;



•

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 then outstanding normally entitled to vote in elections of directors;



•

during any period of 12 consecutive months after April 5, 2004, individuals who at the beginning of any such 12-month period constituted the Board of Directors of Kerzner (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of Kerzner 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 then in office; or



•

the adoption of a plan relating to the liquidation or dissolution of Kerzner.

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        The definition of "change in control" includes a phrase relating to the sale, lease, exchange or other transfer of "all or substantially all" of our properties and assets. Although there is a developing body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require us to repurchase such notes as a result of a sale, lease, exchange or other transfer of less than all of our properties and assets to another person or group may be uncertain.

        The terms "beneficial owner" and "beneficially own" will be determined in accordance with Rules 13d-3 and 13d-5 promulgated by the SEC under the Exchange Act or any successor provision, except that (i) a person shall be deemed to have "beneficial ownership" of all our ordinary shares that the person has the right to acquire, whether exercisable immediately or only after the passage of time and (ii) any percentage of beneficial ownership shall be determined using the definition in clause (i) in both the numerator and the denominator.

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

        On or before the 20th business day after a change in control, we must mail to the trustee and all holders of the notes a notice of the occurrence of the change in control and of the repurchase right arising as a result thereof, stating, among other things:

•

the change in control repurchase price, the conversion price and, to the extent known at the time of such notice, the amount of accrued but unpaid interest (including additional interest, if any) that is payable on the repurchase date;



•

the name and address of the paying agent and the conversion agent;



•

that the notes with respect to which a change in control repurchase notice has been given by the holder may be converted only if the holder withdraws its change in control repurchase notice in accordance with the terms of the note indenture;



•

that the notes must be surrendered to the paying agent to collect payment of the repurchase price and accrued but unpaid interest (including additional interest, if any);



•

briefly, the conversion rights of the notes;



•

the procedures that holders must follow to require us to repurchase their notes; and



•

the procedures that holders must follow to withdraw a change in control repurchase notice.

        To exercise the repurchase right, you must deliver on or before the close of business on the business day prior to the change in control repurchase date the notes to be repurchased, duly endorsed for transfer, and the form entitled, "Option to Elect Repurchase Upon a Change in Control," on the reverse side of the notes, duly completed, to the paying agent.

        To receive payment of the repurchase price, you must either effect book-transfer of your notes or deliver your notes, together with the necessary endorsements, to the office of the paying agent after delivery of your change in control repurchase notice. Payment of the repurchase price for a note will be made promptly following the later of the repurchase date and the time of book-entry transfer or delivery of the note.

        No notes may be repurchased at the option of the holder upon a change in control if there has occurred and is continuing an event of default with respect to the notes, other than a default in the payment of the repurchase price with respect to such notes.

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        If the paying agent holds money sufficient to pay the repurchase price of the note on the business day following the repurchase date in accordance with the terms of the note indenture, then:

•

immediately after the repurchase date, the note will cease to be outstanding, whether or not book-entry transfer of the note has been made or the note has been delivered to the paying agent; and



•

all other rights of the holders of the notes to be repurchased will terminate, other than the right to receive the repurchase price upon transfer or delivery of the note.

        You may withdraw your repurchase notice electing that we repurchase any or all of your notes upon a change in control by providing a written notice of withdrawal to the paying agent prior to the close of business on the repurchase date. The notice of withdrawal shall state:

•

the principal amount being withdrawn;



•

the principal amount, if any, not being withdrawn; and



•

if certificated notes have been issued, the certificate numbers of the notes being withdrawn.

        We will comply with any tender offer rules under the Exchange Act that may be applicable at the time. If then so required, we will file a Schedule TO or any other schedule required in connection with any offer by us to repurchase the notes.

        Our ability to repurchase notes may be limited by the terms of our then existing indebtedness or financing agreements. We will use our reasonable best efforts within 30 days following any change in control to:

•

obtain the consents under all indebtedness required to permit the repurchase of the notes pursuant to a change in control offer; or



•

repay in full all indebtedness and terminate all commitments under all indebtedness, the terms of which would prohibit the repurchase of the notes under a change in control offer.

        If we are obligated to make a change in control offer, there can be no assurance that we will be able to obtain all required consents under our then existing indebtedness or have available funds sufficient to repay indebtedness and to pay the change in control repurchase price for all the notes tendered under a change in control offer. Our ability to pay cash to holders of notes following the occurrence of a change in control also may be limited by our then existing financial resources. We cannot assure you that sufficient funds will be available when necessary to make any required repurchases. We would need to seek third-party financing to the extent we do not have available funds to meet our repurchase obligations. However, there can be no assurance that we would be able to obtain any such financing. See "Risk Factors—Risks Relating to an Investment in the Notes and Our Ordinary Shares."

        The effect of these provisions granting the holders the right to require us to repurchase the notes upon the occurrence of a change in control may make it more difficult for any person or group to acquire control of us or to effect a business combination with us.

        Our obligation to make a change in control offer will be satisfied if a third party makes the change in control offer in the manner and at the times and otherwise in compliance in all material respects with the requirements applicable to a change in control offer made by us and purchases all notes properly tendered and not withdrawn under the change in control offer.

Optional Tax Redemption

        We may redeem the notes at our option, in whole but not in part, upon not less than 30 nor more than 60 days' notice given as provided in the note indenture, at any time at a redemption price equal

48

to the principal amount thereof, plus accrued and unpaid interest, if any, thereon, plus additional interest, 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, we are 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 us which do not cause us to incur any material costs. We will 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, we will deliver to the trustee an officer's certificate stating that:

•

the payment of Additional Amounts cannot be avoided by the use of any reasonable measures available to us which do not cause us to incur any material costs; and



•

we 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 we have or will become obligated to pay Additional Amounts as a result of such change or amendment.

        The notice is irrevocable once we deliver it to the trustee.

Consolidation, Merger and Sale of Assets

        The note indenture provides that we may, without the consent of the holders of any of the notes, consolidate or merge with or into, whether or not we are the surviving person, another person or sell, lease, exchange or otherwise transfer, in one transaction or a series of related transactions, all or substantially all our properties and assets to any other person, if:

•

we are the resulting or surviving corporation, or the successor, transferee or lessee, if other than us, is a corporation, limited partnership, limited liability company or other business entity organized and validly existing 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 our obligations under the note indenture and the notes by means of a supplemental indenture entered into with the trustee; and



•

immediately after giving effect to the transaction, no event of default and no event that, with notice or lapse of time, or both, would constitute an event of default, has occurred and is continuing.

        Under any consolidation, merger or any sale, lease, exchange or other transfer of our properties and assets as described in the preceding paragraph, the successor company will be our successor and shall succeed to, and be substituted for, and may exercise every right and power of, Kerzner under the note indenture. Thereafter, we will be released from our obligations and covenants under the note indenture and the notes, except in the case of a lease of all or substantially all of our properties and assets.

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Subordination

        The note indenture provides that no payment of any kind or character from any source may be made by or on behalf of us, on account of the principal of, premium, if any, or interest (including additional interest or Additional Amounts, if any) 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, (i) upon the maturity of any of our senior indebtedness 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 indebtedness are first paid in full, 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 our senior indebtedness 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 indebtedness to declare such senior indebtedness to be due and payable and (ii) written notice of such event of default given to the trustee by the representative of the lenders under the Credit Agreement or the holders 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 indebtedness in cash or cash equivalents), no payment (by set-off or otherwise) may be made by or on behalf of us on account of the principal of, premium, if any, or interest (including additional interest, if any) or Additional Amounts on the notes, including any repurchases of notes and rescission payments; provided, however, that so long as our 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 declaration has not been rescinded or waived), at the end of the Payment Blockage Period, we 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 our assets upon any dissolution, winding up, total or partial liquidation or reorganization of us, 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 will first be entitled to receive payment in full in cash or cash equivalents before the holders of the notes are entitled to receive any payment on account of principal of, premium, if any, and interest (including additional interest, if any) 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 and (ii) any payment or distribution of our assets of any kind or character from any source, whether in cash, property or securities other than Junior Securities, 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 note 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

50

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) shall be received by the trustee or the holders of the notes 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 of the notes, 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 note indenture or the notes affects our obligation, which is absolute and unconditional, to pay, when due, principal of, premium, if any, interest and additional interest on the notes. The subordination provisions of the note indenture and the notes do not prevent the occurrence of any default or event of default under the note indenture or limit the rights of the trustee or any holder of the notes to pursue any other rights or remedies with respect to the notes.

        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 our creditors or a marshalling of our assets or liabilities, holders of the notes may receive ratably less than other creditors.

Events of Default; Notice and Waiver

        The following are events of default under the note indenture:

(1)

we fail to pay any installment of interest or additional interest, if any, on the notes when due and such failure continues for a period of 30 days;

(2)

we fail to pay all or any part of the principal, or premium, if any, on the notes when due at maturity, upon redemption, by acceleration or otherwise, whether or not such payment is prohibited by the subordination provisions of the note indenture, including our failure to make cash payments due upon conversion, or a payment to repurchase notes tendered pursuant to a change in control offer or our failure to repurchase notes at the option of the holder on April 15, 2014 and April 15, 2019;

(3)

we fail to otherwise comply with the covenants described above under "—Repurchase of Notes at the Option of the Holder upon a Change in Control," and "—Consolidation, Merger and Sale of Assets," including our failure to provide notice of the occurrence of a change in control in accordance with the terms of the note indenture;

(4)

we fail or any of our subsidiaries fail to observe or perform any other covenant or agreement contained in the note indenture, except as provided in clauses (1), (2) and (3) above, and such failure continues for a period of 60 days after the trustee provides us with written notice or holders of at least 25% in aggregate principal amount of the notes outstanding provide us and the trustee with written notice;

(5)

certain events of bankruptcy, insolvency or reorganization in respect of either us or any of our significant subsidiaries (as defined below);

51

(6)

a default in our indebtedness or the indebtedness of any of our subsidiaries with an aggregate principal amount in excess of $10 million (i) resulting from the failure to pay any principal at final stated maturity or (ii) as a result of which the maturity of such indebtedness has been accelerated prior to its stated maturity; and

(7)

final unsatisfied judgments not covered by insurance aggregating in excess of $10 million, at any one time rendered against us or any of our subsidiaries and either (i) the commencement by any creditor of any enforcement proceeding upon any such judgment that is not promptly stayed or (ii) such judgment is not stayed, bonded or discharged within 60 days.

        As used in this "Description of the Notes," "significant subsidiary" means any subsidiary of Kerzner that would be a "significant subsidiary" of Kerzner within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

        If an event of default occurs and is actually known by an officer within the corporate trust department of the trustee, the trustee must provide each holder of a note with notice of the default in accordance with the terms of the note indenture, unless such default has been cured or waived before the giving of such notice. Notwithstanding the preceding sentence, the trustee may withhold notice to the holders of any default, except defaults in payment of principal or interest (including additional interest, if any) on the notes if a committee of officers of the trustee considers this to be in the interest of the holders of the notes.

        If an event of default, other than an event of default specified in clause (5) above, occurs and is continuing, the trustee may, and at the written request of the holders of at least 25% in principal amount of the outstanding notes shall, declare the principal of and accrued interest on the outstanding notes to be due and payable. If an event of default specified in clause (5) above occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued but unpaid interest (including additional interest, if any) on the outstanding notes will automatically become due and payable. However, if we cure all defaults, except the non-payment of principal or interest that became due as a result of the acceleration, and meet certain other conditions, the holders of a majority in aggregate principal amount of the outstanding notes may cancel and rescind this declaration and its consequences. In addition, subject to certain exceptions, the holders of a majority in aggregate principal amount of the outstanding notes may waive an existing event of default under the note indenture. No such rescission or waiver will affect any subsequent default or impair any rights arising from a subsequent default.

        The holders of the notes may not enforce the note indenture or the notes except as provided in the note indenture and under the Trust Indenture Act. Subject to the provisions of the note indenture relating to the duties of the trustee, the trustee is under no obligation to exercise any of its rights or powers under the note indenture at the request, order or direction of any of the holders. For example, no holder of the notes may order or direct the trustee to institute any proceeding with respect to the note indenture or appoint a receiver, unless:

•

the holder has given the trustee written notice that an event of default is continuing;



•

the holders of at least 25% in aggregate principal amount of the outstanding notes make a written request to the trustee to pursue the remedy;



•

the holder or holders have offered the trustee security or indemnity reasonably satisfactory to the trustee against any loss, liability or expense of the trustee;



•

the trustee fails to comply with the request within 60 days after receipt of the notice, request and offer of security and indemnity; and



•

the trustee does not receive an inconsistent direction from the holders of a majority in aggregate principal amount of the outstanding notes within 60 days of such notice.

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In addition, the note indenture provides that the holders of a majority in aggregate principal amount of the outstanding notes may direct the time, method and place of conducting any proceeding for any remedy available to the trustee, subject to applicable law and the limitations specified in the note indenture.

        The note indenture requires us to provide an officers' certificate to the trustee promptly upon our obtaining knowledge of any default or event of default under the note indenture, describing such default or event of default and what action we are taking or propose to take with respect thereto. In addition, we must provide the trustee with an annual certification regarding our observance and performance of our obligations under the note indenture.

Satisfaction and Discharge of the Note Indenture

        Subject to certain exceptions, we may satisfy and discharge our obligations under the note indenture if:

•

we have delivered to the trustee for cancellation all the outstanding notes (with certain limited exceptions); or



•

all the outstanding notes have become due and payable, whether at stated maturity, upon any redemption date or repurchase date, or upon conversion or otherwise, and we have deposited with the trustee, the paying agent or the conversion agent, if applicable, cash or ordinary shares (as applicable under the terms of the note indenture) sufficient to pay all the outstanding notes (with certain limited exceptions),

and if, in either case, we also pay all other sums payable under the note indenture.

Modification and Waiver

        Subject to certain exceptions, the note indenture may be amended with the consent of the holders of a majority in aggregate principal amount of the outstanding notes. In addition, any past event of default and its consequences may be waived and compliance with certain restrictive covenants of the note indenture may be waived with the consent of the holders of a majority in aggregate principal amount of the outstanding notes. However, an amendment or waiver requires the consent of the holder of each outstanding note affected thereby if it would:

•

change the stated maturity of the principal of, or payment date of any installment of interest (including additional interest, if any) on, any note;



•

reduce the principal amount, redemption price or repurchase price of, or the rate of interest on, any note, whether upon acceleration, redemption or otherwise, or alter the manner of calculation of interest or the rate of accrual thereof on any note;



•

change the currency in which the principal of any note or interest is payable;



•

impair the right to institute suit for the enforcement of any payment of any amount with respect to any note when due;



•

adversely affect the rights provided in the note indenture to convert any note;



•

modify the provisions of the note indenture relating to our requirement to make an offer to repurchase the notes on April 15, 2014 or April 15, 2019, or upon the occurrence of a change in control;



•

reduce the percentage of principal amount of the outstanding notes necessary to modify or amend the note indenture or to consent to any waiver provided for in the note indenture;



•

subject to certain exceptions described above, waive a default in the payment of any amount or ordinary shares due in connection with any note; or

53

•

make changes to certain sections of the note indenture relating to the waiver of past defaults, the holders' right to convert and amendments to the note indenture that require the consent of each holder.

        We are permitted to amend certain provisions of the note indenture without the consent of the holders of the notes, including amendments to:

•

cure any ambiguity, omission, defect or inconsistency in the note indenture;



•

evidence a successor to us and provide for the assumption by a successor of our obligations under the note indenture and the notes;



•

make any other change that does not adversely affect the rights of any holder of the notes in any material respect;



•

comply with the provisions of the Trust Indenture Act, or with any requirement of the SEC in connection with the qualification of the note indenture under the Trust Indenture Act;



•

evidence and provide for the acceptance of appointment under the note indenture by a successor trustee with respect to the notes; or



•

make provisions with respect to the conversion right of the holders pursuant to the requirements of the note indenture.

Calculations in Respect of the Notes

        Unless otherwise specified, we are responsible for making all calculations with respect to the notes. These calculations include determinations of the Conversion Value, Principal Return, number of Net Shares or any other computation required under the article of the note indenture governing the conversion of notes. The trustee and conversion agent are not required to determine the correctness of any of our determinations or calculations, and they may conclusively rely on the correctness thereof.

Information Concerning the Trustee

        We have appointed The Bank of New York Trust Company, N.A., the trustee under the note indenture, as the initial paying agent, conversion agent and registrar for the notes. The note indenture contains certain limitations on the rights of the trustee, should it become a creditor of Kerzner, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; provided, that if it acquires any conflicting interest (as defined in the Trust Indenture Act) after a default has occurred and is continuing, it must eliminate such conflict within 90 days or apply to the SEC for permission to continue or resign.

        If an event of default under the note indenture occurs and it is not cured, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the note indenture at the request of any holder of notes, unless such holder has offered to the trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense. See "—Events of Default; Notice and Waiver."

        The Bank of New York serves as the registrar and transfer agent of our ordinary shares.

Governing Law

        The note indenture and the notes are governed by, and construed in accordance with, the laws of the State of New York.

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Form, Denomination, Exchange, Registration and Transfer

        The notes are issued:

•

in fully registered form;



•

without interest coupons; and



•

in denominations of $1,000 principal amount and integral multiples of $1,000.

        Holders may present the notes for conversion, registration of transfer and exchange at the office maintained by us for such purpose, which will initially be the Corporate Trust Office of the trustee located at 10161 Centurion Parkway, Jacksonville, Florida 32256.

Payment and Paying Agent

        We will maintain an office in the Borough of Manhattan, The City of New York, where we pay the principal on the notes and you may present the notes for registration of transfer, exchange, repurchase, redemption or conversion and where notices and demands to or upon Kerzner in respect of the notes and the note indenture may be served. This office will initially be the Corporate Trust Office of the trustee in Jacksonville, Florida.

        We may pay interest (including additional interest, if any), a redemption price, a repurchase price and the principal amount at maturity, as the case may be, to holders of notes in definitive form by check or wire transfer; provided, that if you are a holder with an aggregate principal amount in excess of $1 million, you may request payment by wire transfer in immediately available funds. Payments to DTC are made by wire transfer of immediately available funds to the account of DTC or its nominee.

Notices

        Except as otherwise described herein, notice to registered holders of the notes will be provided by first-class mail to the addresses as they appear on the register.

Authorization and Listing

        We will reserve and keep available out of our authorized and unissued ordinary shares that number of shares as shall from time to time be issuable upon conversion of all the outstanding notes. We will have the ordinary shares issuable upon conversion of the notes approved for listing on the NYSE.

Registration Rights

        Pursuant to the registration rights agreement, we have filed with the SEC the registration statement of which this prospectus is a part covering resales of the notes and ordinary shares issuable upon conversion thereof (which notes and ordinary shares are collectively called "registrable securities").

        Our obligation to use commercially reasonable efforts to keep effective the registration statement of which this prospectus is a part expires upon the earlier of:

(1)

the sale pursuant to the registration statement of all of the notes and any ordinary shares issued upon conversion of the notes;



(2)

the expiration of the holding period applicable to the notes and the ordinary shares issuable upon conversion of the notes held by non-affiliates of Kerzner under Rule 144(k) under the Securities Act, or any successor provision; and

55

(3)

the date on which all the notes and the ordinary shares issuable upon conversion of the notes (i) cease to be outstanding or (ii) have been resold pursuant to Rule 144 under the Securities Act.

        We may suspend the effectiveness of the registration statement during specified periods under certain circumstances relating to pending corporate developments, public filings with the SEC and similar events. We are permitted to suspend availability of the registration statement for any bona fide reason for up to 30 consecutive days in any 90-day period without being obligated to pay additional interest. These suspension periods may not exceed an aggregate of 105 days in any 12-month period. However, if the disclosure relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which would be reasonably likely to impede our ability to consummate such transaction, we may extend the suspension period from 30 days to 45 days without being obligated to pay additional interest.

        We need not specify the nature of the event giving rise to a suspension of the effectiveness of the registration statement in any notice to the holders of the existence of such a suspension.

        The occurrence of any of the following events constitutes a "registration default":

(1)

the registration statement is not filed with the SEC on or prior to the 90th day after April 5, 2004;



(2)

the registration statement is not declared effective by the SEC on or prior to the 225th day after April 5, 2004;



(3)

after the registration statement has been declared effective, we fail to keep the registration statement effective or usable in accordance with and during the periods specified in the registration rights agreement, other than the periods during which we are permitted to suspend the effectiveness of the registration statement;



(4)

any post-effective amendment that we file as required by a holder who is not named as a selling security holder in this registration statement does not become effective within the 45-day period after such post-effective amendment is required to be filed in accordance with the terms of the registration rights agreement; and



(5)

the aggregate duration of suspension periods in any period exceeds the number of days permitted by the registration rights agreement.

        If a registration default occurs, additional interest will accrue on the amount of registrable securities (as defined below), except in the case of clause (4) above where additional interest will accrue only on the registrable securities that are registered by such post-effective amendment, from and including the day following the registration default. Additional interest may not accrue under more than one of the foregoing clauses at any one time and additional interest will not accrue on any registrable securities that are covered by an effective shelf registration statement. In addition, no additional interest will accrue as to a security from and after the earlier of:

(1)

the date such security ceases to be a registrable security; and



(2)

the period ending on April 26, 2006, which period may be shortened by any of the following: (i) when all of the registrable securities covered by this registration statement have been sold in the manner set forth herein, (ii) the date on which all the registrable securities (x) held by persons who are not our affiliates may be resold pursuant to Rule 144(k) under the Securities Act or (y) cease to be outstanding, or (iii) all the registrable securities have been resold pursuant to Rule 144 under the Securities Act (the "Effectiveness Period").

        The term "amount of registrable securities" means (i) with respect to the notes constituting registrable securities, the aggregate principal amount of all such notes then outstanding, (ii) with respect to the ordinary shares into which the notes are convertible that constitute registrable securities,

56

the aggregate number of such shares outstanding multiplied by the conversion price in effect at the time or, if no notes are then outstanding, the conversion price will be calculated as if the notes were continuously outstanding to the calculation date, giving effect to any adjustments to the conversion price as if the note indenture were still in effect, and (iii) with respect to combinations thereof, the sum of (i) and (ii) for the relevant registrable securities.

        Additional interest will be payable in cash semi-annually on each April 15 and October 15 and will accrue at a rate of 0.50% per annum on the amount of registrable securities, provided that any additional interest accrued with respect to any note or portion thereof called for redemption by us on a redemption date or converted into ordinary shares on a conversion date prior to the payment date for additional interest shall be paid instead to the holder who submitted such note or portion thereof for redemption or conversion on the applicable redemption date or conversion date on such date (or promptly following the conversion date, in the case of conversion).

        Additional interest on the registrable securities will cease to accrue upon:

•

the filing of this registration statement with respect to clause (1) above;



•

the effectiveness of this registration statement or any subsequent shelf registration statement to cover all the registrable securities with respect to clause (2) above;



•

the effectiveness of this registration statement or any subsequent shelf registration statement to cover all the registrable securities which had ceased to remain effective with respect to clause (3) above;



•

the effectiveness of a post-effective amendment that was required to be filed with the SEC under clause (4) above; or



•

the termination of a suspension period that caused the limit on the aggregate duration of suspension periods to be exceeded in clause (5) above.

        Each selling security holder offering notes pursuant to this prospectus is:

•

required to deliver a prospectus to purchasers;



•

subject to the civil liability provisions under the Securities Act in connection with any sales; and



•

is bound by the applicable provisions of the registration rights agreement, including the indemnification obligations.

        We will pay all expenses associated with the registration statement.

        If at any time before the expiration of the Effectiveness Period we are not required to file reports with the SEC under the Securities Act and Exchange Act, we will, upon the request of any holder, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. In addition, until the Effectiveness Period has expired, we will use our reasonable efforts to take such further action as any holder of registrable securities may reasonably request to enable such holder to sell registrable securities pursuant to Rule 144 or Rule 144A under the Securities Act.

        The plan of distribution of the registration statement permits resales of registrable securities by selling security holders through brokers and dealers.

        Holders are required to complete and deliver to us a form of notice and questionnaire prior to any intended distribution of the notes or ordinary shares issuable on conversion of the notes pursuant to the registration statement.

        Holders are required to complete and deliver the questionnaire to us at least five business days before the effectiveness of the registration statement in order to be named as a selling security holder in the related prospectus at the time of effectiveness. Upon receipt of a completed questionnaire after the effectiveness of the registration statement, together with such other information as we may

57

reasonably request, we will prepare and file (i) a prospectus supplement as soon as practicable or (ii) if required, a post-effective amendment to the registration statement or an additional shelf registration statement within 20 days of the receipt of such questionnaire to permit the holder to deliver a prospectus to purchasers of registrable securities. Any holder that does not complete and deliver a questionnaire or provide such other information will not be named as a selling security holder in the prospectus and will therefore not be permitted to sell any registrable securities under the registration statement.

        The summary herein of certain provisions of the registration rights agreement is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement.

BOOK-ENTRY SYSTEM

        We issued the notes in the form of global securities held in book-entry form. We deposited the global securities with DTC upon the closing of our private offering of the notes and DTC or its nominee is the sole registered holder of the notes for all purposes under the note indenture.

        Owners of beneficial interests in the notes represented by the global securities hold their interests pursuant to the procedures and practices of DTC. As a result, beneficial interests in any such securities are shown on, and transfers are effected only through, records maintained by DTC and its direct and indirect participants. Any such interests may not be exchanged for certificated securities, except in limited circumstances described below. Owners of beneficial interests must exercise any rights in respect of their interests, including any right to convert or require repurchase of their interests in the notes, in accordance with the procedures and practices of DTC. Beneficial owners are not holders and are not entitled to any rights under the global securities or the note indenture. We and the trustee, and any of our respective agents, treat DTC as the sole holder and registered owner of the global securities.

Exchange of Global Securities

        The notes, represented by one or more global securities, are exchangeable for certificated securities in fully registered form with the same terms only if:

•

DTC is unwilling or unable to continue as depositary or DTC ceases to be a clearing agency registered under the Exchange Act and we do not appoint a successor depositary within 90 days;



•

we decide to discontinue use of the system of book-entry transfer through DTC or any successor depositary; or



•

an event of default under the note indenture has occurred and is continuing, and DTC notifies the trustee that it elects to cause the issuance of certificated notes.

        DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" for registered participants. DTC facilitates the settlement of transactions among its participants in those securities through electronic computerized book-entry changes in participants' accounts, eliminating the need for physical movement of securities certificates. DTC's participants include securities brokers and dealers, including the initial purchasers, banks, trust companies, clearing corporations and other organizations, some of whom or their representatives own DTC. Access to DTC's book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

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DESCRIPTION OF CAPITAL STOCK

        The following description is only a summary of the material provisions of our Restated Articles of Association dated June 26, 2001 (the "Articles of Association"), and our Amended and Restated Memorandum of Association (the "Memorandum"). This summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of these documents. These documents may be amended from time to time. Each of these documents (other than such provisions of Bahamian law) has been filed as an exhibit to our filings with the SEC. You should read each of these documents because they, not this description, define your rights as shareholders. For more information as to how you can obtain a copy of each of these documents, see "Where You Can Find More Information."

General

        Under our Memorandum and Articles of Association, Kerzner is currently authorized to issue 250,000,000 ordinary shares and 100,000,000 preference shares, par value $0.001 per share. As of June 11, 2004, 31,620,378 ordinary shares were issued and outstanding, excluding 7,072,029 outstanding treasury shares. No preference shares have been issued or are outstanding. As of June 1, 2004, total options to acquire 4,521,417 ordinary shares were outstanding, of which 1,855,925 were exercisable as of that date. In addition, as of June 1, 2004, 206,474 restricted ordinary shares were outstanding, of which 20,074 were vested as of that date.

Ordinary Shares

        Each holder of our ordinary shares is entitled to one vote per share on all matters submitted to a vote of shareholders. In the election of directors, no shareholder has cumulative voting rights. Each ordinary share is entitled to share equally in dividends from sources legally available therefor when, as, and if declared by our Board of Directors. Upon liquidation or dissolution of Kerzner, whether voluntary or involuntary, each ordinary share is entitled to share equally in our assets available for distribution to the holders of the ordinary shares. No conversion or preemptive rights or redemption or sinking fund provisions are applicable to the ordinary shares. The Bank of New York is the transfer agent for the ordinary shares and it is also our registrar.

Preference Shares

        Preference shares may be issued from time to time in one or more series with such designations, voting powers, dividend rights, rights of redemption, conversion rights, other special rights, preferences and limitations as may be stated in the resolutions providing for the issue of such preference shares adopted by our Board of Directors except that our Articles of Association prohibit the issuance of any non-voting preference shares which are not entitled to elect at least one director of Kerzner in the case where an event of default in the payment of dividends has occurred and is continuing with respect to such shares. The issuance of preference shares with voting and conversion rights may adversely affect the voting power of the holders of ordinary shares. In addition, because the terms of such preference shares may be fixed by our Board of Directors without shareholder action, the preference shares could be designated and issued quickly in the event we require additional equity capital. The preference shares could also be designated and issued with terms calculated to defeat a proposed acquisition of Kerzner or with terms making the removal of management more difficult. Under certain circumstances, this could have the effect of decreasing the market price of the ordinary shares.

Other Matters

        The statements set forth under this heading with respect to the International Business Companies Act 2000 of the Commonwealth of The Bahamas (the "IBCA"), Kerzner's Memorandum and Articles

59

of Association (the "Kerzner Memorandum and Articles") are brief summaries thereof and do not purport to be complete. Such statements are subject to the detailed provisions of the IBCA and the Kerzner Memorandum and Articles.

        The rights of the holders of ordinary shares are governed principally by the IBCA and the Kerzner Memorandum and Articles.

Dividend Rights

        Under the IBCA, a corporation is prohibited from making a distribution to stockholders if, after giving effect thereto: (i) such corporation would be unable to meet its liabilities as they become due in the usual course of its business; and (ii) the realizable value of the assets of such corporation would be less than the sum of its total liabilities other than deferred taxes, as shown in the books of account, and its issued and outstanding share capital.

        Holders of ordinary shares are entitled to receive such dividends as may be declared by our Board of Directors out of funds legally available for such purpose. We have never declared or paid a cash dividend on ordinary shares and we do not anticipate doing so in the foreseeable future.

Voting Rights

        Holders of ordinary shares vote as a single class on all matters submitted to a vote of the shareholders, with each ordinary share entitled to one vote. Unless otherwise provided by the IBCA or the Kerzner Memorandum and Articles, matters submitted to a vote of our shareholders must be approved by a majority of the votes cast by our shareholders. Holders of ordinary shares are not entitled to cumulative votes in the election of directors.

Directors

        Number and Election of Directors.    Under the IBCA, the articles of association of a corporation may specify the number of directors. Our Articles of Association currently provide that our Board of Directors shall consist of five directors each serving until the annual general meeting and then, as elected at such meeting, to serve until the date of the next annual general meeting or, if later, the date his successors shall be duly elected and qualified. Our shareholders, by resolution, may fill vacancies and newly created directorships. Two of Kerzner's directors must be independent directors (the "Independent Directors"). To qualify as an Independent Director, the director must not be an officer or employee of Kerzner or any of its subsidiaries and must not otherwise have a relationship which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

        Our Articles of Association provide that nominations for directors can be made by our Board of Directors or by any shareholder entitled to vote for the election of directors at a general meeting.

        Fiduciary Duties of Directors.    Under the IBCA, directors have a duty to perform their duties honestly and in good faith, in a manner they reasonably believe to be in the best interests of the corporation of which they are a director, and with such care, diligence and skill as a reasonably prudent person would use under similar circumstances. The burden of proving that a director did not discharge his duties in such a manner is on the person making the allegation.

Call of Extraordinary General Meetings/Special Meetings

        Subject to any provision in the memorandum of association or articles of association for a lesser percentage, Section 60 of the IBCA permits a meeting of shareholders to be called upon the written request of members holding more than 50% of the outstanding voting shares. Our Articles of Association provide that our Board of Directors may convene an extraordinary general meeting

60

whenever it thinks fit or when requested to do so by the holders of at least 10% of the paid-up share capital of Kerzner pursuant to the IBCA.

Action by Stockholders or Shareholders Without a Meeting

        Our Articles of Association do not address the subject of shareholder action without a meeting. The IBCA provides for shareholder action without a meeting by the written consent of a majority of shareholders.

Amendment to Kerzner Memorandum

        Under the IBCA, shareholders of a corporation such as Kerzner are entitled to amend the memorandum of association upon the affirmative vote of a majority of the outstanding ordinary shares. In addition, Section 18 of the IBCA allows the directors to amend the memorandum of association where permitted by the memorandum of association, the articles of association or the IBCA. Our Memorandum of Association does not include any such provision.

Amendment to Kerzner Articles of Association

        Our Articles of Association may be amended upon the affirmative vote of a majority of the outstanding ordinary shares. In addition, Section 17 of the IBCA allows the directors to amend the articles of association where permitted by the memorandum of association, the articles of association or the IBCA or upon an affirmative vote of a majority of the directors present at a meeting or by a written consent signed by a majority of directors then in office.

Approval of Mergers and Asset Sales

        The IBCA contains certain provisions which address the subject of mergers and asset sales. Our Articles of Association, however, address the subject in greater detail and provide that any merger or consolidation involving Kerzner or any sale, lease or other direct or indirect disposition of all or substantially all of the assets of Kerzner and its subsidiaries in a transaction or series of related transactions that could reasonably be expected to have an adverse effect on the rights of holders of ordinary shares and, in the case of any merger or consolidation that would result in the holders of ordinary shares no longer having an interest in Kerzner (or the resulting entity, successor or acquiror), it shall be a condition to the consummation of such transaction that Kerzner shall have obtained at its own expense an opinion rendered by an internationally recognized investment banking firm selected by the Independent Directors and engaged to the holders of the ordinary shares. Our Articles of Association also require approval of 50% of the Independent Directors for any such sale, lease or disposition. To qualify as an Independent Director for purposes of the above provision, the director must not be an officer or employee of Kerzner or any of its subsidiaries and must not otherwise have a relationship which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Amendment to Terms of Ordinary Shares

        The rights attached to ordinary shares may only be varied or abrogated by a resolution of our Board of Directors together with either (i) the consent in writing of the holders of a majority in nominal value of the issued ordinary shares or (ii) a resolution of members holding such ordinary shares passed at a separate meeting of the holders of ordinary shares.

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Rights of Appraisal

        While not using the term "Appraisal Rights," the IBCA contains a provision which gives rise to a shareholder's rights that are similar to Delaware General Corporation Law's concept of appraisal rights under certain circumstances.

        Under Section 81 of the IBCA, a member of a company such as Kerzner shall be entitled to payment of the fair value of his shares upon dissenting from a merger, unless the company is the surviving company, a consolidation, a sale or transfer or other disposal of more than 50% of the company's assets, a redemption of a minority shares under Section 80 and an arrangement permitted by the courts. If the member and the company cannot agree on the fair value for the shares they shall each designate an appraiser and the two designated appraisers shall together designate a third appraiser. The three appraisers shall fix the fair value of the shares of the dissenting member which shall be binding on the company and the dissenting member.

Indemnification of Directors and Officers

        The IBCA permits a corporation to indemnify officers and directors for liability arising from performance of their duties as officers and directors with certain exceptions. Our Articles of Association provide for indemnification of officers, directors and agents of Kerzner to the fullest extent permitted under the IBCA provided that such officer, director or agent acted in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of Kerzner and with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful.

Anti-Takeover Provisions

        The IBCA and our Articles of Association do not contain any anti-takeover provisions.

Rights of Inspection

        Under the IBCA, every member, upon proper written request stating the purpose thereof, may inspect the corporate books and records during usual business hours as long as such inspection is for a proper purpose. A "proper purpose" is defined as any purpose reasonably related to the interest of the inspecting person as a member.

Liquidation Rights

        See "Ordinary Shares" above.

Case Law and Court Systems

        In The Bahamas, matters arising under the IBCA are adjudicated by the Supreme Court of The Bahamas. Due to the fact that there is no substantial body of case law in The Bahamas interpreting the IBCA, the Supreme Court may look to decisions of other courts in other common law jurisdictions having similar corporate law.

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DESCRIPTION OF OTHER INDEBTEDNESS

Revolving Credit Facility

        We have a revolving credit facility with a syndicate of banks that currently provides for aggregate borrowings at any one time of up to $253.5 million, subject to certain conditions. This amount reflects a permanent reduction of $46.5 million that occurred effective August 14, 2003. Under the terms of the revolving credit facility, the permanent reduction was required when we guaranteed $46.5 million of local project financing in connection with the redevelopment of the One&Only Palmilla. Our existing revolving credit lenders have agreed that up to an additional $50.0 million of borrowings may be available under the facility if we are able to arrange additional commitments in that amount. Effective January 1, 2003, the co-borrowers obtained approval from the required lenders under our revolving credit facility to, among other things, calculate borrowings available using a borrowing base calculation, such that we can draw the lesser of the borrowing base or the commitment amount. There were no borrowings outstanding as of March 31, 2004 on our revolving credit facility. Under the borrowing base calculation as of March 31, 2004, our borrowing limit was $238.0 million (after giving effect to the Palmilla guarantee referenced above and $15.6 million of letters of credit we had outstanding), as the borrowing base calculation exceeded the commitment amount. Our availability as of March 31, 2004 was $238.0 million, due to the $15.6 million in outstanding letters of credit. All amounts outstanding are unconditionally guaranteed by all significant subsidiaries that are a party to the revolving credit facility.

        Loans under the revolving credit facility bear interest at (i) the higher of (a) the administrative agent's base rate or (b) the federal funds rate plus 0.50%, in either case plus an additional 0.25% to 1.75% based on a debt to earnings ratio during the period, which we refer to as the debt ratio, or (ii) the LIBO Rate (as defined) plus 1.25% to 2.75% based on the debt ratio. For loans based on the LIBO Rate, interest is payable on the last day of each applicable interest period, or the date of any payment or prepayment of such loans. For loans based on the Alternate Base Rate (as defined), interest is payable quarterly. Loans under the revolving credit facility may be prepaid and reborrowed at any time and are due in full on November 8, 2006. Commitment fees are calculated at per year rates ranging from 0.25% to 0.50%, based on the debt ratio, applied to the undrawn amount of the revolving credit facility and are payable quarterly.

        The revolving credit facility contains affirmative and restrictive covenants that include:

•

restrictions on the payment of dividends and repurchases of certain indebtedness;



•

a minimum consolidated net worth; and



•

a minimum relationship between EBITDA and (i) interest expense, (ii) total debt and (iii) senior debt.

The revolving credit facility is secured by a pledge of substantially all of our assets.

        In June 2004, we executed a term sheet with a syndicate of banks to amend our revolving credit facility. The term sheet provides that our aggregate borrowings at any one time will be increased from $253.5 million to $500 million, subject to certain conditions. The maturity of our existing revolving credit facility will be extended through 2009. The amended revolving credit facility will be secured by a pledge of substantially all of our assets, and we expect the terms of the amended facility to be no less favorable than the terms of our existing revolving credit facility. We expect to close this transaction in the third quarter of 2004.

Overdraft Loan Facility

        We have a revolving overdraft loan facility with The Bank of Nova Scotia in the amount of Bahamian $5.0 million, which is equal to U.S. $5.0 million. The overdraft facility bears interest at The

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Bank of Nova Scotia's base rate for Bahamian dollar loans plus 1.5% with repayment, subject to annual review. The overdraft facility is secured by substantially all of our Bahamian assets and ranks pari passu with our revolving credit facility. This facility has never been utilized.

Debt Securities

8⁷/8% Senior Subordinated Notes

        In August 2001, we and KINA co-issued $200.0 million of 8⁷/8% senior subordinated notes due August 2011. The 8⁷/8% senior subordinated notes are unconditionally guaranteed by substantially all of our subsidiaries. Interest on the 8⁷/8% senior subordinated notes is payable semi-annually. In May 2002, we issued an additional $200.0 million of our 8⁷/8% senior subordinated notes. The notes issued in May 2002 were issued under the same indenture as the notes issued in August 2001 and have the same terms and vote together as the same series as the notes issued in August 2001.

        The indenture for the 8⁷/8% senior subordinated notes contains certain covenants, including limitations on the ability of the issuers and the guarantors to, among other things:

•

incur additional indebtedness;



•

incur certain liens;



•

engage in certain transactions with affiliates; and



•

pay dividends and make certain other payments.

Derivative Financial Instruments

        We have interest rate swap agreements designated as fair value hedges whereby we receive fixed interest rate payments in exchange for making variable interest rate payments on our outstanding 8⁷/8% senior subordinated notes. As of March 31, 2004, the aggregate notional principal amount of the swap agreements was $175.0 million. The fair value of the swap agreements as of March 31, 2004 was $13.2 million.

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CERTAIN TAX CONSEQUENCES

Bahamian Taxation of Notes and Ordinary Shares

        The following is a brief and general summary of Bahamian tax matters as they may relate to the holders of the notes and ordinary shares. The discussion is not exhaustive and is based on Bahamian law currently in effect.

        The Bahamas does not impose any income, capital gains or withholding taxes. Therefore, payments of interest with respect to the notes and dividends with respect to the ordinary shares will not be subject to any withholding tax. In addition, any capital gains realized on the sale or exchange of the notes or ordinary shares will not be subject to Bahamian taxes, and no Bahamian stamp duty will be due with respect to such disposition.

Material U.S. Federal Income Tax Consequences

General

        The following is a discussion of certain material U.S. federal income tax consequences of the purchase, ownership and disposition of notes and ordinary shares. The discussion is limited in the following ways:

•

The discussion only applies to you if you buy your notes in the initial offering, acquire your ordinary shares upon conversion of such notes and hold your notes and ordinary shares as capital assets (that is, for investment purposes).



•

The discussion only applies to you if you are a U.S. Holder (as defined below) and do not have a special tax status (such as dealers in securities or foreign currencies, financial institutions, tax-exempt entities, real estate investment trusts, regulated investment companies, insurance companies, persons subject to the alternative minimum tax, persons holding ordinary shares as part of a hedging, integration, conversion or constructive sale transaction or a straddle, persons owning, directly or indirectly, 10% or more of our voting stock ("10% holders"), and persons whose functional currency is not the U.S. dollar).



•

The discussion is based on current law. Changes in the law may change the tax treatment of notes or ordinary shares, possibly with retroactive effect.



•

The discussion does not cover U.S. federal estate or non-income tax law, or any state, local or foreign tax law.



•

We have not requested a ruling from the Internal Revenue Service (the "IRS") on the tax consequences described below. As a result, the IRS could disagree with this discussion.

        For purposes of this discussion, the term U.S. Holder means a beneficial owner of notes or ordinary shares, as applicable, that is:

•

an individual U.S. citizen or resident alien;



•

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



•

an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or



•

a trust, if (i) a U.S. court is able to exercise primary supervision over administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) such trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

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        If a partnership holds notes or ordinary shares, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership. If you are a partner in a partnership holding notes or ordinary shares, you should consult your tax advisor.

If you are considering buying notes or converting notes into ordinary shares, we suggest that you consult your tax advisor about the U.S. federal, state, local, and foreign tax consequences of the purchase, ownership and disposition of notes or ordinary shares in your particular situation.

U.S. Holders of Notes

Interest

        Interest on notes, including any additional interest paid on the notes with respect to a registration default, as described in "Description of the Notes—Registration Rights," and any Additional Amounts paid as a result of withholding taxes imposed with respect to notes, as described in "Description of the Notes—Additional Amounts," will be taxable to you as ordinary income at the time the interest accrues or is received, in accordance with your method of accounting for U.S. federal income tax purposes.

        Interest on notes should be foreign source for U.S. federal income tax purposes, except in the case of 10% holders and related persons, with respect to whom, in certain circumstances, all or a portion of the interest on the notes may be U.S. source.

Sale, Redemption, or Retirement of Notes

        On the sale, redemption or retirement of your notes, you will recognize taxable gain or loss equal to the difference, if any, between the amount you receive (other than any amount attributable to accrued but unpaid interest not previously included in income) and your adjusted tax basis in the notes. Your adjusted tax basis in the notes generally will equal your cost. Any amount attributable to accrued but unpaid interest not previously included in income will be taxable to you as ordinary interest income and not as sale proceeds.

        Your gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if you held the notes for more than one year. For an individual, currently the maximum tax rate on long-term capital gains is 15% for gains realized prior to January 1, 2009, and 20% for gains realized thereafter. The deductibility of capital losses is subject to limitations.

        Your gain or loss should be U.S. source gain or loss for U.S. federal income tax purposes.

Conversion Price Adjustments

        The conversion price of notes is subject to adjustment under certain circumstances. See "Description of the Notes—Conversion Rights—Conversion Price Adjustments." If the conversion price is adjusted, you might be treated as receiving a constructive distribution from us, resulting in ordinary income to you to the extent of our current and accumulated earnings and profits. A taxable constructive distribution might result, for example, if the conversion price is adjusted to compensate you for dividends of cash or indebtedness to holders of our ordinary shares even though you would not receive any cash related to that adjustment and even though you may not exercise your conversion right. Generally, your basis in notes should be increased by the amount of any such taxable constructive distribution.

Conversion of Notes

        If you surrender notes for conversion and we deliver only cash, you will be taxed as described above under "—Sale, Redemption, or Retirement of Notes." If you surrender notes for conversion and we deliver a combination of ordinary shares and cash, your tax treatment is uncertain. You should

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consult your tax advisor regarding the proper treatment of the receipt of a combination of cash and ordinary shares upon a conversion of the notes, which may be different than the alternative tax treatments described below.

        If the conversion is treated as a recapitalization, you would recognize any gain (but not loss) on the conversion in an amount equal to the lesser of (i) any gain realized and (ii) the cash you receive (other than any cash received in lieu of a fractional share or attributable to accrued but unpaid interest not previously included in income). Such gain should be long-term capital gain if you held the note for more than one year at the time of the conversion. Furthermore, your tax basis in the ordinary shares received in the conversion (excluding any ordinary shares attributable to accrued but unpaid interest not previously included in income) would be equal to your adjusted tax basis in the notes, reduced by any cash received in the conversion (other than any cash received in lieu of a fractional share or attributable to accrued but unpaid interest not previously included in income) and increased by the amount of any gain recognized on the conversion (other than gain with respect to a fractional share). The holding period for any ordinary shares received (excluding any ordinary shares received that are attributable to accrued but unpaid interest) will include the holding period for the notes.

        However, there can be no assurance that a conversion of notes for cash and ordinary shares will be treated as a recapitalization. For example, a conversion instead may be treated as a taxable sale of all of the notes, with respect to which you could recognize gain as described above under "—Sale, Redemption, or Retirement of Notes." Alternatively, a conversion may be treated as a partial taxable sale of a portion of notes for cash, with respect to which you could recognize gain as described above under "—Sale, Redemption, or Retirement of Notes," and a partial recapitalization, as described in the preceding paragraph.

        If, upon conversion of notes, cash is received in lieu of a fractional share, you will recognize gain or loss equal to the difference between the amount of cash received in respect of the fractional share and the portion of your adjusted tax basis in the notes allocable to the fractional share.

        The amount of any cash and the fair market value of any ordinary shares you receive that is attributable to accrued but unpaid interest not previously included in income will be taxable to you as ordinary income. Your tax basis in any such ordinary shares will equal their fair market value and the holding period will begin on the day following the conversion.

U.S. Holders of Ordinary Shares

Dividends

        Distributions on our ordinary shares, if any, including any additional dividends paid on our ordinary shares with respect to a registration default as described in "Description of the Notes—Registration Rights," but excluding certain pro rata distributions of ordinary shares, will be treated as dividend income to the extent paid out of our current or accumulated earnings and profits. This income will be taxable to you as ordinary income on the day you receive it. To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, the distribution first will be treated as a tax-free return of capital, causing a reduction in the adjusted tax basis of your ordinary shares. Any distribution in excess of your adjusted tax basis will be taxed as capital gain.

        In the case of an individual, currently such dividend income will be eligible for a maximum tax rate of 15% for dividends received before January 1, 2009, provided that such holder holds the ordinary shares for at least 60 days and certain other conditions are satisfied, including that the shares are readily tradable on an established securities market in the United States and that we are not a PFIC or an FPHC, as defined below. There can be no assurance that these conditions will be met. Dividends

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paid by us, if any, will not be eligible for the dividends received deduction allowed to corporations under U.S. law.

        Depending upon certain facts and circumstances at the time any dividends are paid by us, including as to the income out of which such dividends are paid, all or a portion of such dividends may be U.S. source for U.S. federal income tax purposes, with any remainder being foreign source.

Sale of Ordinary Shares

        On your sale of ordinary shares, you will recognize taxable gain or loss equal to the difference, if any, between the amount you receive and your adjusted tax basis in the ordinary shares. Your adjusted tax basis in the ordinary shares generally is equal to your cost, less any distributions treated as a tax-free return of capital, as described above.

        Your gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if you held the shares for more than one year. For an individual, currently the maximum tax rate on long-term capital gains is 15% for gains realized prior to January 1, 2009, and 20% for gains realized thereafter.

        Your gain or loss should be U.S. source gain or loss for U.S. federal income tax purposes.

Passive Foreign Investment Company and Foreign Personal Holding Company Status

        We do not believe that we are, for U.S. federal income tax purposes, a passive foreign investment company (a "PFIC"), a foreign personal holding company (an "FPHC") or a controlled foreign corporation (a "CFC"). However, there can be no assurance that we will not become a PFIC, FPHC or CFC in the future. If we are or become a PFIC, FPHC or CFC, U.S. Holders of our ordinary shares could be subject to certain additional U.S. federal income tax liabilities. You should consult you tax advisor regarding the consequences to you if we are or become a PFIC, FPHC or CFC.

Backup Withholding and Information Reporting for U.S. Holders

        You may be subject to backup withholding at the applicable rate (currently 28%) with respect to payments of interest and dividends on, and gross proceeds from a sale or other taxable disposition of, notes or ordinary shares. These rules apply if you, among other things, (i) fail to furnish a Social Security number or other taxpayer identification number ("TIN") certified under penalties of perjury within a reasonable time after the request therefor; (ii) furnish an incorrect TIN; (iii) fail to properly report interest; or (iv) under certain circumstances, fail to provide a certified statement, signed under penalties of perjury, that the TIN furnished is correct and you are not subject to backup withholding.

        Backup withholding is not an additional tax; any amount paid as backup withholding may be credited against your U.S. federal income tax liability, provided the requisite information is timely provided to the IRS. Certain persons are exempt from backup withholding, including corporations, provided their exemption from backup withholding is properly established. You should consult your tax advisor as to your qualification for exemption from backup withholding and the procedure for obtaining such exemption, if available.

        We will report to the IRS and to U.S. Holders of notes and ordinary shares the amount of any payments of interest on notes and dividends on our ordinary shares, as well as any amounts withheld with respect to the notes or ordinary shares.

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PLAN OF DISTRIBUTION

        The selling security holders, which term includes all transferees, pledges, donees or their successors, may from time to time sell the notes and the ordinary shares into which the notes are convertible covered by this prospectus, which we collectively refer to in this section as the securities, directly to purchasers or offer the securities through underwriters, broker-dealers or agents, who may receive compensation in the form of underwriting discounts, concessions or commissions from the selling security holders and/or the purchasers of securities for whom they may act as agent, which discounts, concessions or commissions as to any particular underwriter, broker-dealer or agent may be in excess of those customary in the types of transactions involved.

        The securities may be sold in one or more transactions:

•

at fixed prices;



•

at prevailing market prices at the time of sale;



•

at varying prices determined at the time of sale; or



•

at negotiated prices.

        These sales may be effected in transactions that may involve crosses or block transactions, in the following manner:

•

on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, including the NYSE in the case of our ordinary shares;



•

in the over-the-counter-market;



•

in transactions otherwise than on these exchanges or services or in the over-the-counter market; or



•

through the writing and exercise of options, whether these options are listed on any options exchange or otherwise.

        In connection with the sale of the securities, the selling security holders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The selling security holders may sell the securities short and deliver securities to close out short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities.

        Our outstanding ordinary shares are listed for trading on the NYSE under the symbol "KZL." We do not intend to list the notes on any securities exchange. We cannot assure you as to the liquidity of any trading market for the notes that may develop.

        In order to comply with the securities laws of some jurisdictions, if applicable, the holders of securities may offer and sell those securities in such jurisdictions only through registered or licensed brokers or dealers. In addition, under certain circumstances, in some jurisdictions the securities may not be offered or sold unless they have been registered or qualified for sale in the applicable jurisdiction or an exemption from registration or qualification requirements is available and is complied with.

        The selling security holders, and any underwriters, broker-dealers or agents that participate in the sale of the securities, may be "underwriters" within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any sale of the securities may be underwriting compensation under the Securities Act. The selling security holders have acknowledged that they understand their obligations to comply with the provisions of the Exchange Act and the rules

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thereunder relating to stock manipulation, particularly Regulation M, and have agreed that they will not engage in any transaction in violation of such provisions.

        If required, at the time of a particular offering of securities by a selling security holder, a supplement to this prospectus will be circulated setting forth the name or names of any underwriters, broker-dealers or agents, any discounts, commissions or other terms constituting compensation for underwriters and any discounts, commissions or concessions allowed or reallowed or paid to agents or broker-dealers.

        Pursuant to the registration rights agreement, we will bear all fees and expenses incurred in connection with the registration of the securities, except that selling security holders will pay all broker's commissions and, in connection with any underwritten offering, underwriting discounts and commissions.

EXPERTS

        The consolidated financial statements of Kerzner International Limited and subsidiaries incorporated in this Registration Statement by reference from Kerzner's Annual Report on Form 20-F as of December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report (which expresses an unqualified opinion and includes explanatory paragraphs relating to Kerzner's adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" in 2002, and the restatement of the 2002 and 2001 consolidated financial statements), 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 at December 31, 2003 and 2002 and for each of the three years in the period ending December 31, 2003 incorporated in this Registration Statement by reference from Kerzner's Annual Report on Form 20-F have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, and has been so incorporated in reliance upon the report of such firm given on the authority of that firm as experts in accounting and auditing.

        The financial statements of Resorts International Hotel, Inc. for the period from January 1, 2001 to April 24, 2001 incorporated in this Registration Statement by reference from Kerzner's Annual Report on Form 20-F have been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report thereon, which is incorporated herein by reference, and has been so incorporated in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

LEGAL MATTERS

        The validity and enforceability of the notes and the ordinary shares issuable upon conversion of the notes will be passed upon for us by Giselle M. Pyfrom, our associate general counsel. Certain legal matters related to U.S. federal income tax considerations relating to the purchase, ownership and disposition of the notes offered hereby will be passed upon for us by Cravath, Swaine & Moore LLP.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8. 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 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 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 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 85 of its Articles of Association as amended, 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.

        In connection with this offering, the selling security holders have agreed to indemnify the Registrant, and the directors and officers and each such person who controls the Registrant, against any and all liability arising from inaccurate information provided to the Registrant in writing by the selling security holders and contained herein, provided that such indemnification shall be limited to the proceeds received by the selling security holders from the sale of their securities.

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Item 9.    Exhibits.

        The exhibits listed in the following table have been filed as part of this registration statement.

Exhibit Number	Description
1.1	Purchase Agreement dated March 30, 2004, between Kerzner International Limited and Deutsche Bank Securities Inc., as Representative of the Initial Purchasers
4.1	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
4.2	Form of Global Security (included in Exhibit 4.1)
4.3	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
5.1	Opinion of Giselle M. Pyfrom, Esq., as to the validity of the notes
8.1	Opinion of Cravath, Swaine & Moore LLP
12.1	Calculation of Ratio of Earnings to Fixed Charges
23.1	Consent of Giselle M. Pyfrom, Esq. (included in Exhibit 5.1)
23.2	Consent of Cravath, Swaine & Moore LLP (included in Exhibit 8.1)
23.3	Consent of Deloitte & Touche LLP
23.4	Consent of Pricewaterhouse Coopers LLP
23.5	Consent of Ernst & Young LLP
24.1	Power of Attorney
25.1	Form T-1 Statement of Eligibility of The Bank of New York Trust Company, N.A., as Trustee

Item 10.    Undertakings.

        The undersigned Registrant hereby undertakes:

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");

         (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

II-2

        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) of this section do not apply if the registration statement is on Form S-3 or Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference in the registration statement.

        (2)   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment 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.

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (4)   To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Rule 3-19 of Regulation S-X if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Form F-3.

        (5)   The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.

        (6)   Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the 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 Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plantation, State of Florida, on July 2, 2004.

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

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

SIGNATURE	TITLE	DATE
* Howard B. Kerzner	Chief Executive Officer (principal executive officer)	July 2, 2004
* Solomon Kerzner	Chairman of the Board	July 2, 2004
* John R. Allison	Executive Vice President and Chief Financial Officer (principal financial and accounting officer)	July 2, 2004
Peter N. Buckley	Director	July 2, 2004
Howard S. Marks	Director	July 2, 2004
* Eric B. Siegel	Director	July 2, 2004
* Heinrich von Rantzau	Director	July 2, 2004
* William C. Murtha	Authorized Representative in the United States	July 2, 2004

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

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Exhibit Index

1.1	Purchase Agreement dated March 30, 2004, between Kerzner International Limited and Deutsche Bank Securities Inc., as Representative of the Initial Purchasers
4.1	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
4.2	Form of Global Security (included in Exhibit 4.1)
4.3	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
5.1	Opinion of Giselle M. Pyfrom, Esq., as to the validity of the notes
8.1	Opinion of Cravath, Swaine & Moore LLP
12.1	Calculation of Ratio of Earnings to Fixed Charges
23.1	Consent of Giselle M. Pyfrom, Esq. (included in Exhibit 5.1)
23.2	Consent of Cravath, Swaine & Moore LLP (included in Exhibit 8.1)
23.3	Consent of Deloitte & Touche LLP
23.4	Consent of Pricewaterhouse Coopers LLP
23.5	Consent of Ernst & Young LLP
24.1	Power of Attorney
25.1	Form T-1 Statement of Eligibility of The Bank of New York Trust Company, N.A., as Trustee

II-5

QuickLinks

CALCULATION OF REGISTRATION FEE
Subject to Completion, dated July 2, 2004
2.375% Convertible Senior Subordinated Notes due 2024
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
WHERE YOU CAN FIND MORE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
FORWARD-LOOKING STATEMENTS
MARKET DATA
SUMMARY
Kerzner International Limited
THE OFFERING
RISK FACTORS
CAPITALIZATION AND INDEBTEDNESS
RATIO OF EARNINGS TO FIXED CHARGES
USE OF PROCEEDS
SELLING SECURITY HOLDERS
PRICE RANGE OF OUR ORDINARY SHARES AND DIVIDEND POLICY
DESCRIPTION OF THE NOTES
BOOK-ENTRY SYSTEM
DESCRIPTION OF CAPITAL STOCK
DESCRIPTION OF OTHER INDEBTEDNESS
CERTAIN TAX CONSEQUENCES Bahamian Taxation of Notes and Ordinary Shares
Material U.S. Federal Income Tax Consequences
PLAN OF DISTRIBUTION
EXPERTS
LEGAL MATTERS
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
Exhibit Index

EX-1.1

Exhibit 1.1

KERZNER INTERNATIONAL LIMITED

2.375% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2024

PURCHASE AGREEMENT

March 30, 2004

DEUTSCHE BANK SECURITIES INC.
BEAR, STEARNS & CO. INC.
JP MORGAN SECURITIES INC.
CIBC WORLD MARKETS CORP.
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”) $200,000,000 aggregate principal amount of its 2.375% Convertible Senior Subordinated Notes due 2024 (the “Firm Securities”), convertible into ordinary shares, par value $0.001 per share (the “Ordinary Shares”) of the Company and, at the election of Deutsche Bank Securities Inc., on behalf of the Initial Purchasers, up to an aggregate of $30,000,000 additional aggregate principal amount of 2.375% Convertible Senior Subordinated Notes due 2024 (the “Additional Securities”).  The Firm Securities and any Additional Securities purchased by the Initial Purchasers are referred to herein as the “Securities.”  The Securities will be issued pursuant to an indenture to be dated as of April 5, 2004 (the “Indenture”) between the Company and The Bank of New York, as trustee (the “Trustee”).

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 March 30, 2004 (such preliminary offering memorandum being hereinafter referred to as the “Preliminary Offering Memorandum”), and an offering memorandum, dated March 30, 2004 (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, 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, 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 has 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 last sentence in the first paragraph, the first sentence in the second paragraph, the last sentence in the fourth paragraph, the seventh and eighth paragraphs and the and fourth sentence of the ninth paragraph 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)The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its 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 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

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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 December 31, 2003 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 Fourth Amended and Restated Revolving Credit Agreement dated as of November 9, 2001, as amended, among Kerzner International Bahamas Limited, the Company, Kerzner International North America, Inc., certain of the Company’s subsidiaries, certain financial institutions and Canadian Imperial Bank of Commerce, 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, 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 Ordinary Shares initially issuable upon conversion of the Securities have been duly and validly authorized and reserved for issuance and, when issued and delivered in accordance with the provisions of the Securities and the Indenture, will be duly and validly issued, fully paid and non-assessable and will conform to the description of the Ordinary Shares contained in the Offering Memorandum; 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 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.

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(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.  The execution, delivery and performance of this Agreement and the Indenture, the issuance and sale of the Securities, compliance by the Company with all the provisions hereof and thereof 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 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.

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(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, 2003 (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, United Kingdom and Cuba required to own, lease, license and use its properties 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

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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, South Africa, United Kingdom and Cuba (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)The Company maintains 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 public accountant with respect to the Company within the meaning of the Securities Act.

(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

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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; 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 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.

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(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 G, 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)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.

(x)The Company’s ordinary shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for quotation on the New York Stock Exchange (the “NYSE”), and the Company has taken no action to, or likely to have the effect of de-listing such ordinary shares from the NYSE, nor has the Company received any notification that the NYSE is contemplating terminating such listing.

(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.

(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

8

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 the Securities, 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, enforceable against the Company 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 and, when executed and delivered by the Company, will constitute a valid and binding obligation of the Company, enforceable against the Company 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.

(ee)The Indenture has been duly and validly authorized and, when executed and delivered by the Company and the Trustee, will constitute a valid and binding obligation of the Company, enforceable against the Company 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.  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,

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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)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 97.75% 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 April 5, 2004 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 April 5, 2004, 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.

(c)Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to Deutsche Bank Securities Inc., as representative of the several Initial Purchasers to purchase, severally and not jointly, up to the number of Additional Securities set forth in Schedule I at the same purchase price per share as the Initial Purchasers shall pay for the Firm Securities.  Said option may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of the final Offering Memorandum relating to the offering of the Securities upon written or telegraphic notice by you to the Company setting forth the number of the Additional Securities as to which Deutsche Bank Securities Inc. is exercising the option and the settlement

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date.  The number of shares of the Additional Securities to be purchased by each Initial Purchaser shall be the same percentage of the total number of shares of the Additional Securities to be purchased by the several Initial Purchasers as such Initial Purchaser is purchasing of the Firm Securities.

(d)Delivery of and payment for the Firm Securities and the Additional Securities (if the option provided for in Section 2(c) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made on the date and the time specified in Schedule I hereto or at such time or such later date not more than three Business Days after the foregoing date as the Initial Purchasers shall designate, which date and time may be postponed by agreement among you, the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities and the Additional Securities being herein called the “Closing Date” and the “Additional Closing Date,” respectively).  Delivery of the Securities shall be made to you for the respective accounts of the several Initial Purchasers against payment by the several Initial Purchasers through you of the purchase price thereof or upon the order of the Company by wire transfer of immediately available funds to an account or accounts to be designated by the Company at least two Business Days prior to the Closing Date.

If the option provided for in Section 2(c) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Additional Securities (at the expense of the Company) to you, at the address set forth on the first page of this Agreement, on the date specified by you (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Initial Purchasers, against payment by the several Initial Purchasers through you of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company.  If settlement for the Additional Securities occurs after the Closing Date, the Company will deliver to you on the settlement date for the Additional Securities, and the obligation of the Initial Purchasers to purchase the Additional Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

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 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 (ii) will solicit offers for such Securities pursuant to Rule 144A or resales not involving a public offering, as applicable, only from, and will offer, sell or deliver such Securities, as part of its distribution

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thereof, only to persons 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.

4.Covenants Of The Company.  The Company covenants and agrees with the Initial Purchasers as follows:

(a)The Company 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 the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent.  The Company 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

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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)The Company will use its best efforts to effect and maintain the listing of its Ordinary Shares for quotation on the NYSE.

(g)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.

(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)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.

(j)(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.

(k)The Company will, if requested by the Initial Purchasers, use its best efforts in cooperation with the Initial Purchasers to permit the Securities to be eligible for clearance and settlement through The Depository Trust Company.

(l)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.

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(m)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 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.

(n)The Company intends to use the net proceeds of its sale of the Securities as set forth in the Offering Memorandum.

(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)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, securities of the Company that are substantially similar to the Securities or the Ordinary Shares or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares; or publicly announce an intention to effect any such transaction, during the period of 60 days from the date of the final prospectus supplement relating to the offering of the Securities; provided, however, that the Company may (i) issue Ordinary Shares pursuant to any stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time; (ii) issue options to purchase Ordinary Shares pursuant to any stock option plan in effect at the Execution Time; or (iii) issue Ordinary Shares issuable upon the conversion of Securities or the exercise of warrants outstanding at the Execution Time.

(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 will not claim the benefit of any usury laws against any holders of Securities.

(s)The Company will reserve and keep available at all times, free of preemptive rights, Ordinary Shares for the purpose of enabling the Company to satisfy any obligations to issue its Ordinary Shares upon conversion of the Securities.

(t)The Company will use its reasonable best efforts to list, subject to notice of issuance, the Ordinary Shares issuable upon conversion of the Securities on the NYSE.

(u)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.

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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), (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 and (viii) 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 Firm Securities and any Additional Securities, as the case may be, 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 respect to the Firm Securities and the Additional Closing Date (if any) with respect to the Additional Securities with the same force and effect as if made on and as of the Closing Date or the Additional Closing Date (as the case may be).  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 and the Additional Closing Date (if any).

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(b)(i) Since the date of the latest balance sheet of the Company included in or the Offering Memorandum 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 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 and the Additional Closing Date (if any), you shall have received a certificate of the Company, dated the Closing Date or the Additional Closing Date (as the case may be), signed by the Chief Financial Officer and another senior officer of the Company, 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 William Murtha, Esq., Associate General Counsel of the Company, to the effect that:

(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)neither (A) the Company nor any of the subsidiaries of the Company organized or incorporated outside of the Commonwealth of The Bahamas is in violation of its charter or by-laws and (B) the Company nor any of 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;

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(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 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 Exchange Act Reports (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 the Securities 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 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 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;

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(ii)the Company 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 and to authorize, issue and sell the Securities as contemplated by this Agreement;

(iii)the Securities have been duly and validly authorized, executed and delivered by the Company;

(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;

(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 Ordinary Shares initially issuable upon exchange of the Notes have been duly and validly authorized and reserved for issuance and, when issued and delivered in accordance with the provisions of the Notes and the Indenture, will be duly and validly issued and fully paid and non-assessable, and will conform to the description of Capital Stock 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 (including the Securities) have been duly authorized and validly issued and are fully paid and non-assessable;

(vii)this Agreement, the Registration Rights Agreement and the Indenture has been duly and validly authorized, executed and delivered by the Company;

(viii)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,” “Risk Factors—Bahamian law differs from the laws in effect in the United States and holders of our ordinary shares may have more difficulty protecting their interest than would shareholder of a corporation incorporated in the United Sates,” and “Certain Tax Consequences—Bahamian Taxation of Notes and Ordinary Shares,” insofar as such statements constitute summaries of Bahamian statutes, regulations, legal and governmental proceedings and

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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;

(ix)the execution, delivery and performance of this Agreement by the Company, the sale of the Securities, 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 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;

(x)no authorization, approval, consent or order of any governmental or regulatory agency, body or official or any court of the Commonwealth of The Bahamas is required to be obtained in connection with the sale of the Securities or the consummation of the transactions contemplated by this Agreement;

(xi)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 Delaware, Kerzner International North America, Inc. is a corporation validly existing and in good standing under the laws of the State of Delaware;

(ii)assuming the due authorization, execution and delivery of the Registration Rights Agreement by the Company and the Initial Purchasers, the Registration Rights Agreement constitutes a valid and legally binding obligation of the Company, enforceable against the Company 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);

(iii)assuming the due authorization, execution and delivery of the Indenture by the Company and the Trustee, the Indenture constitutes a valid and legally binding obligation of the Company, enforceable against the Company 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,

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reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law);

(iv)assuming the due authorization of the Securities by the Company, when executed and authenticated in accordance with the Indenture and delivered to and paid for by the Initial Purchasers pursuant to the Agreement, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company 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);

(v)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 Firm Securities and any Additional Securities by the Initial Purchasers; provided, however, that no opinion is expressed in this paragraph (v) with respect to the Act;

(vi)the Securities and Indenture conform in all material respects as to legal matters to the descriptions thereof contained in the Offering Memorandum;

(vii)the statements made in the Offering Memorandum under the heading “Certain Tax Consequences—Material U.S. Federal Income Tax Consequences,” 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;

(viii)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

(ix)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 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

20

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, 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 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

21

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 Sabanosh 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 execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Indenture and the consummation of the transactions contemplated 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.;

(iii)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;

(iv)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;

(v)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

(vi)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.

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(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; and

(ii)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 William Murtha, Giselle M. Pyfrom, Cravath, Swaine & Moore LLP, Dorsey & Whitney LLP, Rome McGuigan Sabanosh 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.

(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.

(m)The Ordinary Shares issuable upon conversion of the Securities shall, subject to notice of issuance, be approved for listing on the NYSE.

(n)The Company shall have obtained and delivered to the Initial Purchasers executed copies of an agreement from each of the Company’s directors and executive officers, substantially to the effect set forth in Exhibit B hereof in form and substance satisfactory to you.

(o)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.

(p)The Company shall have obtained a waiver from a majority of the lenders under the Existing Credit Agreement to permit the consummation of the offering of the Securities.

23

(q)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.

(r)In the event the Initial Purchasers exercise their option to purchase the Additional Securities, all of the conditions in this Section 6 must be satisfied in connection with such Additional Securities on or prior to the Additional Closing Date (and all items to be dated as of the Closing Date for purposes of this Section 6 shall be dated as of the Additional Closing Date).

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 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

24

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 statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with the Initial Purchaser Information.  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

25

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 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.  For purposes of this Section 8, each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of the

26

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.

9.Default By An Initial Purchaser.

(a)If any Initial Purchaser or Initial Purchasers shall default in its or their obligation to purchase Firm Securities or Additional Securities hereunder, and if the Firm Securities or Additional 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 Firm Securities or Additional Securities, the Firm Securities or Additional 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 Firm Securities set forth opposite their respective names in Schedule I hereto bear to the aggregate number of Firm 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 Firm Securities or Additional Securities, as the case may be, 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 Firm Securities or Additional Securities, as the case may be, 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 Firm Securities or Additional Securities, as the case may be, to which such default relates as provided in this Section 9, this Agreement or, in the case of a default with respect to the Additional Securities, the obligations of the Initial Purchasers to purchase and of the Company to sell the Additional Securities 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 Firm Securities or Additional 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 or Additional Closing Date, as the case may be 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

27

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 Firm Securities and Additional 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.

11.Termination.

(a)You shall have the right to terminate this Agreement at any time prior to the Closing Date or to terminate the Initial Purchasers obligations to purchase the Additional Securities prior to the Additional Closing Date, as the case may be, 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, 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.

28

(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 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 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.

29

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.

“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.

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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 — Chief Financial Officer

Accepted as of the date first above written:
DEUTSCHE BANK SECURITIES INC.
By:	/s/ A. Drew Goldman
	Name: A. Drew Goldman
	Title: Director
By:	/s/ Arthur Goldfrank
	Name: Arthur Goldfrank
	Title: Director
On behalf of themselves and the other
Initial Purchasers named in Schedule I hereto.

EX-4.1

Exhibit 4.1

KERZNER INTERNATIONAL LIMITED

(as Issuer)

2.375% Convertible Senior Subordinated Notes due 2024

INDENTURE

Dated as of April 5, 2004

The Bank of New York Trust Company, N.A.

(as Trustee)

CROSS-REFERENCE TABLE*

Trust Indenture Act Section		Indenture Section
310	(a)(1)		7.10
	(a)(2)		N.A.
	(a)(3)		N.A.
	(a)(4)		N.A.
	(a)(5)		N.A.
	(b)		7.10
	(c)		N.A.
311	(a)		7.11
	(b)		7.11
	(c)		N.A.
312	(a)		2.05.
	(b)		12.03
	(c)		12.03
313	(a)		7.06
	(b)		7.06
	(c)		12.02
	(d)		7.06
314	(a)		4.02, 4.03
	(b)		N.A.
	(c)(1)		12.04
	(c)(2)		12.04
	(c)(3)		N.A.
	(d)		N.A.
	(e)		12.05
	(f)		N.A.
315	(a)		7.01(b)
	(b)		7.05
	(c)		7.01(a)
	(d)		7.01(c)
	(e)		6.11
316	(a)(1)(A)		6.05
	(a)(1)(B)		6.04
	(a)(2)		N.A.
	(b)		N.A.
	(c)		N.A.
317	(a)(1)		6.08
	(a)(2)		6.09
	(b)		2.04
318	(a)		12.01

N.A. means not applicable.

* This Cross-Reference Table is not part of the Indenture.

i

TABLE OF CONTENTS

ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01 .	Definitions.
Section 1.02 .	Other Definitions.
Section 1.03 .	Incorporation by Reference of Trust Indenture Act.
Section 1.04 .	Rules of Construction.
Section 1.05 .	Acts of Holders.
ARTICLE 2
THE SECURITIES
Section 2.01 .	Form and Dating.
Section 2.02 .	Execution and Authentication.
Section 2.03 .	Registrar, Paying Agent and Conversion Agent.
Section 2.04 .	Paying Agent to Hold Money in Trust.
Section 2.05 .	Holder Lists.
Section 2.06 .	Transfer and Exchange.
Section 2.07 .	Replacement Securities.
Section 2.08 .	Outstanding Securities; Determinations of Holders’ Action.
Section 2.09 .	Temporary Securities.
Section 2.10 .	Cancellation.
Section 2.11 .	Persons Deemed Owners.
Section 2.12 .	Global Securities.
Section 2.13 .	CUSIP Numbers.
Section 2.14 .	Designation.
ARTICLE 3
REDEMPTION AND REPURCHASES
Section 3.01 .	Right to Redeem; Notices to Trustee.
Section 3.02 .	Selection of Securities to Be Redeemed.
Section 3.03 .	Notice of Redemption.
Section 3.04 .	Effect of Notice of Redemption.
Section 3.05 .	Deposit of Redemption Price.
Section 3.06 .	Securities Redeemed in Part.
Section 3.07 .	Sinking Fund.
Section 3.08 .	Repurchase of Securities at Option of the Holder on Specified Dates.
Section 3.09 .	Repurchase of Securities at Option of the Holder Upon Change in Control.

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Section 3.10 .	Effect of Change in Control Repurchase Notice.
Section 3.11 .	Deposit of Repurchase Price or Change in Control Repurchase Price.
Section 3.12 .	Securities Repurchased in Part.
Section 3.13 .	Covenant to Comply with Securities Laws upon Repurchase of Securities.
Section 3.14 .	Repayment to the Company.
Section 3.15 .	Redemption Pursuant to Gaming Laws.
Section 3.16	Optional Tax Redemption.
ARTICLE 4
COVENANTS
Section 4.01 .	Payment of Securities.
Section 4.02 .	SEC and Other Reports.
Section 4.03 .	Compliance Certificate; Notice of Default.
Section 4.04 .	Maintenance of Office or Agency.
Section 4.05 .	Delivery of Certain Information.
Section 4.06 .	Additional Interest.
Section 4.07 .	Additional Amounts.
ARTICLE 5
SUCCESSOR CORPORATION
Section 5.01 .	When the Company May Consolidate, Merge or Transfer Assets.
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01 .	Events of Default.
Section 6.02 .	Acceleration.
Section 6.03 .	Other Remedies.
Section 6.04 .	Waiver of Past Defaults.
Section 6.05 .	Control by Majority.
Section 6.06 .	Limitation on Suits.
Section 6.07 .	Rights of Holders to Receive Payment and to Convert.
Section 6.08 .	Collection Suit by Trustee.
Section 6.09 .	Trustee May File Proofs of Claim.
Section 6.10 .	Priorities.
Section 6.11 .	Suits.
Section 6.12 .	Waiver of Stay, Extension or Usury Laws.

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ARTICLE 7
TRUSTEE
Section 7.01 .	Duties of Trustee.
Section 7.02 .	Rights of Trustee.
Section 7.03 .	Individual Rights of Trustee.
Section 7.04 .	Trustee’s Disclaimer.
Section 7.05 .	Notice of Defaults.
Section 7.06 .	Reports by Trustee to Holders.
Section 7.07 .	Compensation and Indemnity.
Section 7.08 .	Replacement of Trustee.
Section 7.09 .	Successor Trustee by Merger Etc.
Section 7.10 .	Eligibility; Disqualification.
Section 7.11 .	Preferential Collection of Claims Against Company.
Section 7.12 .	Force Majeure.
ARTICLE 8
DISCHARGE OF INDENTURE
Section 8.01 .	Discharge of Liability on Securities.
Section 8.02 .	Repayment to the Company.
ARTICLE 9
AMENDMENTS
Section 9.01 .	Without Consent of Holders.
Section 9.02 .	With Consent of Holders.
Section 9.03 .	Compliance with Trust Indenture Act.
Section 9.04 .	Revocation and Effect of Consents.
Section 9.05 .	Notation on or Exchange of Securities.
Section 9.06 .	Trustee to Sign Supplemental Indentures.
Section 9.07 .	Effect of Supplemental Indentures.
ARTICLE 10
CONVERSION OF THE SECURITIES
Section 10.01 .	Conversion Privilege.
Section 10.02 .	Conversion Procedure.
Section 10.03 .	Taxes on Conversion.
Section 10.04 .	Company to Provide Stock.
Section 10.05 .	Adjustment of Conversion Price.
Section 10.06 .	No Adjustment.
Section 10.07 .	Equivalent Adjustments.
Section 10.08 .	Adjustment for Tax Purposes.
Section 10.09 .	Notice of Adjustment.
Section 10.10 .	Notice of Certain Transactions.

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Section 10.11 .	Effect of Reclassification, Consolidation, Merger, Share Exchange or Sale on Conversion Privilege.
Section 10.12 .	Trustee’s Disclaimer.
Section 10.13 .	Voluntary Reduction.
Section 10.14 .	Conversion Value of Securities Tendered.
Section 10.15 .	Simultaneous Adjustments.
ARTICLE 11
SUBORDINATION
Section 11.01 .	Securities Subordinated to Senior Debt.
Section 11.02	No Payment on Securities in Certain Circumstances.
Section 11.03	Securities Subordinated to Prior Payment of All Senior Debt on Dissolution, Liquidation or Reorganization.
Section 11.04	Securityholders to Be Subrogated to Rights of Holders of Senior Debt.
Section 11.05	Obligations of the Company Unconditional.
Section 11.06	Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice.
Section 11.07	Application by Trustee of Assets Deposited with It.
Section 11.08	Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior Debt, Etc.; Modifications.
Section 11.09	Securityholders Authorize Trustee to Effectuate Subordination of Securities.
Section 11.10	Right of Trustee to Hold Senior Debt.
Section 11.11	Article 11 Not to Prevent Events of Default.
Section 11.12	No Fiduciary Duty of Trustee to Holders of Senior Debt.
ARTICLE 12
MISCELLANEOUS
Section 12.01 .	Trust Indenture Act Controls.
Section 12.02 .	Notices.
Section 12.03 .	Communication by Holders with Other Holders.
Section 12.04 .	Certificate and Opinion as to Conditions Precedent.
Section 12.05 .	Statements Required in Certificate or Opinion.
Section 12.06 .	Separability Clause.
Section 12.07 .	Rules by Trustee, Paying Agent, Conversion Agent and Registrar.
Section 12.08 .	Legal Holidays.
Section 12.09 .	Governing Law.
Section 12.10 .	No Adverse Interpretation of Other Agreements.
Section 12.11 .	No Recourse Against Others.
Section 12.12 .	Successors.
Section 12.13 .	Multiple Originals.

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Section 12.14 . Table of Contents and Headings.

Exhibit A	-	Form of Global Security
Exhibit B	-	Transfer Certificate

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INDENTURE dated as of April 5, 2004 among KERZNER INTERNATIONAL LIMITED, an international business company organized under the laws of the Commonwealth of The Bahamas (the “Company”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association organized under the laws of the United States of America (the “Trustee”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined below) of the Company’s 2.375% Convertible Senior Subordinated Notes due 2024 (the “Securities”):

ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.  Definitions.

“Additional Interest” has the meaning set forth in the Registration Rights Agreement dated as of April 5, 2004 between the Company and Deutsche Bank Securities Inc., as representative of the Initial Purchasers.

“Affiliate” has the meaning provided in Rule 405 under the Securities Act.

“Agent” means any Registrar, Paying Agent, Conversion Agent or co-registrar.

“Applicable Procedures” means, with respect to any transfer or transaction involving a Global Security or beneficial interests therein, the rules and procedures of the Depositary for such Global Security, in each case to the extent applicable to such transaction and as in effect from time to time.

“Bankruptcy Law” means Title 11, U.S. Code or any similar 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 of such person or any committee of the Board of Directors of such person authorized, with respect to any particular matter, to exercise the power of the Board of Directors 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.

“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 Equivalents” 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 in Control” means the occurrence of one or more of the following events:

(i) any sale, transfer or other conveyance, whether direct or indirect, of all or substantially all of the assets, on a consolidated basis, of the Company, 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 the Company 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

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 of all classes of Capital Stock of the Company 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 the Company (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Company 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 the Company then in office; or

(v) the adoption of a plan relating to the liquidation or dissolution of the Company.

“Company” means the party named as the “Company” in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such successor.  The foregoing sentence shall likewise apply to any subsequent successor or successors.

“Company Order” means a written request or order signed in the name of the Company by any two Officers.

“Conversion Price” means $58.24 per Ordinary Share as of the date of this Indenture, subject to the adjustments described in Section 10.05 hereof.

“Conversion Rate” means the number of Ordinary Shares equal to $1,000 divided by the Conversion Price, which shall be approximately 17.1703 as of the date of this Indenture.

“Corporate Trust Office” means the office of the Trustee at which at any time the trust created by this Indenture shall be administered, which office at the date hereof is located at The Bank of New York Trust Company, N.A., 10161 Centurion Parkway, Jacksonville, Florida 32256, Attention: Corporate Trust Division, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as a successor Trustee may designate from time to time by notice to the Holders and the Company).

“Credit Agreement” means the Fourth Amended and Restated Revolving Credit Facility dated as of November 13, 2001 among the Company, Kerzner International North America, Inc. and Kerzner International Bahamas Limited, various financial institutions as Lenders and Canadian Imperial Bank of

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Commerce, as administrative agent, 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 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 the Company and its Subsidiaries and their respective successors and assigns, (iii) increasing the amount of indebtedness incurred thereunder or available to be borrowed thereunder, or (iv) otherwise altering the terms and conditions thereof in a manner not prohibited by the terms hereof.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Disqualified Capital Stock” (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, 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 such person 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 Company may not repurchase or redeem any such Equity Interests pursuant to such provisions prior to the Company’s purchase of the Securities as are required to be purchased pursuant to the provisions of Section 3.09 hereof, as applicable.

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“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.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as in effect from time to time.

“GAAP” means 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 Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, as in effect on the Issue Date.

“Gaming Authority” means any regulatory body responsible for a gaming license held by the Company or a Subsidiary of the Company or any agency (including 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 Company or any Subsidiary of any of the Company or any successor to such authority.

“Holder” or “Securityholder” means a Person in whose name a Security is registered on the Registrar’s books.

“Indenture” means this Indenture, as amended or supplemented from time to time in accordance with the terms hereof, including the provisions of the TIA that are deemed to be a part hereof.

“Initial Purchasers” shall mean Deutsche Bank Securities Inc., Bear, Stearns & Co. Inc., J.P. Morgan Securities Inc., CIBC World Markets Corp. and Wells Fargo Securities LLC.

“Issue Date” shall mean April 5, 2004.

“Junior Security” means any Qualified Capital Stock and any indebtedness of the Company, that (i) is subordinated in right of payment to Senior Debt at least to the same extent as the Securities, (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

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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 Company 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.

“Market Price” means the average of the Ordinary Share Prices for 20 consecutive Trading Days commencing 30 Trading Days before the record date with respect to any distribution, issuance or other event requiring such computation, appropriately adjusted (as determined in good faith by the Board of Directors, whose determination shall be conclusive) to take into account the occurrence, during the period commencing on the first of such 20 consecutive Trading Days and ending on such record date, of any event requiring adjustment of the Conversion Price under this Indenture.

“Obligations” means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation under which any indebtedness is created, evidenced or secured, including in the case of the Securities, Additional Interest, if any.

“Offering Memorandum” means the offering memorandum of the Company dated March 30, 2004 relating to the offering of the Securities.

“Officer” means, with respect to the Company, 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 a written certificate containing the information specified in Sections 12.04 and 12.05, signed in the name of the Company by any two Officers, and delivered to the Trustee.  An Officers’ Certificate given pursuant to Section 4.03 shall be signed by the principal executive officer, principal financial officer or the principal accounting officer of the Company but need not contain the information specified in Sections 12.04 and 12.05.

“Opinion of Counsel” means a written opinion containing the information specified in Sections 12.04 and 12.05, from legal counsel who is acceptable to the Trustee.  The counsel may be an employee of, or counsel to, the Company.

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“Ordinary Shares” shall mean shares of the Company’s Ordinary Shares, par value $0.001 per share, as they exist on the date of this Indenture or any other shares of Capital Stock of the Company into which the Ordinary Shares shall be reclassified or changed.

“Ordinary Share Price” on any date means the closing sale price per Ordinary Share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on such date for the Ordinary Shares as reported in composite transactions on the principal United States securities exchange on which the Ordinary Shares are traded or, if the Ordinary Shares are not listed on a United States national or regional securities exchange, as reported by The NASDAQ System.

“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.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or other entity.

“Qualified Capital Stock” means any Capital Stock of the Company that is not Disqualified Capital Stock.

“Redemption Date” shall mean a date specified for redemption of the Securities in accordance with the terms of this Indenture.

“Responsible Officer” shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Rule 144A” means Rule 144A under the Securities Act (or any successor provision), as it may be amended from time to time.

“SEC” means the Securities and Exchange Commission.

“Security” or “Securities” means any of the Company’s 2.375% Convertible Senior Subordinated Notes due 2024 issued under this Indenture.

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“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as in effect from time to time.

“Senior Debt” of the Company 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 the Company 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; provided, that in no event shall Senior Debt include (a) indebtedness to any Subsidiary of the Company or any officer, director or employee of the Company or any Subsidiary of the Company (other than indebtedness that is required to be pledged to the lenders under the Credit Agreement), (b) indebtedness to trade creditors, (c) Disqualified Capital Stock, and (d) any liability for taxes owed or owing by the Company.

“Significant Subsidiary” has the meaning ascribed to such term in Regulation S-X (17 CFR Part 210).

“Stated Maturity”, when used with respect to any Security, means the date specified in such Security as the fixed date on which an amount equal to the principal amount of such Security is due and payable.

“Subsidiary” means, with respect to any Person, (i) any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances (determined without regard to any classification of directors) shall at the time be owned, directly or indirectly, by such Person, (ii) any other Person (other than a partnership) of which at least a majority of the voting interests under ordinary circumstances is at the time, directly or indirectly, owned by such Person or (iii) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

“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 9.03.

“Trading Day” means any regular or abbreviated trading day of The New York Stock Exchange.

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“Trading Price of the Securities” on any date of determination means the average of the secondary market bid quotations per $1,000 principal amount of Securities obtained by the Trustee for $5,000,000 principal amount of the Securities at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers the Company selects, which may include any of the Initial Purchasers; provided that if at least three such bids cannot reasonably be obtained by the Trustee, but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Trustee, this one bid shall be used.  If the Trustee cannot reasonably obtain at least one such bid or, in the Company’s reasonable judgment, the bid quotations are not indicative of the secondary market value of the Securities, then the Trading Price of the Securities will be determined in good faith by the Trustee, taking into account in such determination such factors as it, in its sole discretion after consultation with the Company, deems appropriate.  The Trustee shall not be required to determine the Trading Price of the Securities unless requested in writing by the Company.

“Transfer Restricted Securities Legend” means the legend labeled as such and that is set forth in Exhibit A hereto.

“Trustee” means the party named as the “Trustee” in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such successor.  The foregoing sentence shall likewise apply to any subsequent such successor or successors.

Section 1.02.  Other Definitions. 

Term	Defined in Section
Acceleration Notice	6.02(a)
Accepted Purchased Shares	10.05(f)
Act	1.05(a)
Agent Members	2.12(e)
Authenticating Agent	2.02
Change in Control Repurchase Date	3.09(a)
Change in Control Repurchase Price	3.09(a)
Change in Control Repurchase Notice	3.09(c)
Company Change in Control Repurchase Notice	3.09(b)
Company Repurchase Notice	3.08(b)
Conversion Agent	2.03
Conversion Date	10.02(a)
Conversion Value	10.14(a)
Depositary	2.01(b)
Determination Date	10.14(b)

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Term	Defined in Section
DTC	2.01(b)
Event of Default	6.01
Ex-Dividend Date	10.01(c)
Expiration Time	10.05(d)
Global Security	2.01(b)
Legal Holiday	12.08
Net Share Amount	10.14(b)
Net Shares	10.14(b)
Offer Expiration Time	10.05(f)
Paying Agent	2.03
Payment Default	11.02(a)
Principal Return	10.14(b)
Pre-Dividend Sale Price	10.05(e)
Principal Value Conversion	10.01(a)
Purchased Shares	10.05(d)
Repurchase Date	3.08(a)
Repurchase Notice	3.08(a)
Repurchase Price	3.08(a)
QIB	2.06(e)
Quarter	10.01(a)
Redemption Price	3.01(a)
Registrar	2.03
Rule 144A Information	4.05
Transfer Restricted Securities	2.06(e)
Ten Day Average Closing Share Price	10.14(a)

Section 1.03.  Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.  The following TIA terms incorporated by reference in this Indenture have the following meanings:

“Commission” means the SEC.

“Indenture Securities” means the Securities.

“Indenture Security Holder” means a Holder.

“Indenture to be Qualified” means this Indenture.

“Indenture Trustee” or “Institutional Trustee” means the Trustee.

“Obligor” on the indenture securities means the Company.

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All other TIA terms incorporated by reference in this Indenture that are defined by the TIA, defined by a TIA reference to another statute or defined by an SEC rule have the meanings assigned to them by such definitions.

Section 1.04.  Rules of Construction.  Unless the context otherwise requires:

(a)a term has the meaning assigned to it;

(b)an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c)“or” is not exclusive;

(d)“including” means including, without limitation; and

(e)words in the singular include the plural, and words in the plural include the singular.

Section 1.05.  Acts of Holders.

(a)Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Securities may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Securities evidenced by a Global Security, by any electronic transmission or other message, whether or not in written format, that complies with the Applicable Procedures.  Such evidence (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the relevant Holders.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

(b)The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such officer the execution thereof.  Where

11

such execution is by a signer acting in a capacity other than such signer’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of such signer’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

(c)The ownership of Securities shall be proved by the register maintained by the Registrar.

(d)Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

(e)If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so.  If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

ARTICLE 2
THE SECURITIES

Section 2.01.  Form and Dating.

(a)Forms.  The Securities and the Trustee’s certificate of authentication shall be substantially in the forms set forth on Exhibit A, which are a part of this Indenture and incorporated by reference herein.  The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage; provided that any such notation, legend or endorsement required by usage is in a

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form acceptable to the Company.  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.

(b)Global Securities.  Unless otherwise required by law or otherwise contemplated by Section 2.12(a), all of the Securities will be represented by one or more Securities in global form (a “Global Security”), which shall be deposited with the Trustee at its Corporate Trust Office, as custodian for the Depositary and registered in the name of The Depository Trust Company (“DTC”) or the nominee thereof (such depositary, or any successor thereto, and any such nominee being hereinafter referred to as the “Depositary”), duly executed by the Company and authenticated by the Trustee as hereinafter provided.

Each Global Security shall represent such of the outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and conversions.

Any adjustment of the aggregate principal amount of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee as required by Section 2.12 hereof and shall be made on the records of the Trustee and the Depositary.

Section 2.02.  Execution and Authentication. The Securities shall be executed on behalf of the Company by the manual or facsimile signature of any Officer.

Securities bearing the manual or facsimile signatures of individuals who were at the time of the execution of the Securities the proper Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of authentication of such Securities.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder (which delivery may be by facsimile).

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The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Securities.  Unless otherwise provided in the appointment, the Authenticating Agent may authenticate Securities whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent.  The Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company.

The Trustee shall, upon a written order of the Company signed by an Officer (an “Authentication Order”), authenticate Securities for issuance up to the aggregate principal amount stated in such Authentication Order; provided that Securities authenticated for issuance on the Issue Date shall not exceed $230,000,000 (which includes the Initial Purchasers’ option to purchase additional Securities in an aggregate principal amount of up to $30,000,000) in aggregate principal amount.  The aggregate principal amount of Securities outstanding at any time may not exceed the amount set forth in the foregoing sentence, except as provided in Section 2.07.

The Securities shall be issued only in registered form without coupons and only in denominations of $1,000 of principal amount and any integral multiple thereof.

Section 2.03.  Registrar, Paying Agent and Conversion Agent.  The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency where Securities may be presented for repurchase or payment (the “Paying Agent”) and an office or agency where Securities may be presented for conversion (the “Conversion Agent”).  The Registrar shall keep a register of the Securities and of their transfer and exchange.  The Company, upon prior written notice to the Trustee, may have one or more co-registrars, one or more additional paying agents reasonably acceptable to the Trustee and one or more additional conversion agents.  The term “Paying Agent” includes any additional paying agent, including any named pursuant to Section 4.04.  The term “Conversion Agent” includes any additional conversion agent, including any named pursuant to Section 4.04.

The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar (if other than the Trustee).  Such agreement shall implement the provisions of this Indenture that relate to such Agent.  The Company shall notify the Trustee, in advance, of the name and address of any such Agent.  If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07.  The Company or any of its Subsidiaries or an Affiliate of the Company or any of

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its Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or co-registrar.

The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Securities.

Section 2.04.  Paying Agent to Hold Money in Trust.  Except as otherwise provided herein, not later than 11:00 a.m. (New York City time) on each due date of payments in respect of any Security, the Company shall deposit with the Paying Agent a sum of money sufficient to make such payments becoming due.  The Company shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the making of payments in respect of the Securities and shall notify the Trustee of any default by the Company in making any such payment.  At any time during the continuance of any such default, such Paying Agent shall, upon the written request of the Trustee, forthwith pay to the Trustee all moneys held in trust.  If the Company, a Subsidiary of the Company or an Affiliate of the Company or any of its Subsidiaries acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund.  The Company at any time may require each Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by it.  Upon doing so, such Paying Agent shall have no further liability for such money or Ordinary Shares, as the case may be.

Section 2.05.  Holder 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 Company 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 Company shall provide a current securityholder list to any Gaming Authority upon demand.

Section 2.06.  Transfer and Exchange.

(a)Subject to Section 2.12 hereof, upon surrender for registration of transfer of any Securities to the Registrar, together with a written instrument of transfer satisfactory to the Registrar, substantially in the form affixed to the form of Security attached as Exhibit A hereto, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, at the office or agency of the Registrar or co-registrar, the Company shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount.

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At the option of the Holder thereof, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by such Holder or such Holder’s attorney duly authorized in writing, at the office or agency of the Registrar or co-registrar.  Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive.

The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Holder requesting such transfer or exchange.

The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or any Securities in respect of which a Repurchase Notice or Change in Control Repurchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be repurchased in part, the portion thereof not to be repurchased) or any Securities for a period of 15 days before the mailing of a notice of redemption to each Holder of Securities to be redeemed, as provided in Section 3.03.

(b)Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the Securities.

(c)The Registrar shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by the Registrar of Securities upon transfer or exchange of Securities.

(d)The Registrar shall not be required to make registrations of transfer or exchange of Securities during any periods designated in the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be made.

(e)Notwithstanding any other provision of this Indenture or the Securities, until the expiration of the applicable holding period set forth in Rule 144(k) of the Securities Act (or any successor provision), the Securities may not be transferred or exchanged in whole or in part other than (i) to a person whom the seller reasonably believes is a qualified institutional buyer, as such term is

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defined in Rule 144A (a “QIB”), in reliance on Rule 144A, (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), (iii) pursuant to an effective registration statement under the Securities Act or (iv) to the Company or any of its Subsidiaries, in each of cases (i) through (iv) in accordance with any applicable securities laws of any state of the United States.  Whenever any Security is presented or surrendered for registration of transfer or exchange for a Security registered in a name other than that of the Holder thereof, such Security must be accompanied by a certificate in substantially the form set forth in Exhibit B, dated the date of such surrender and signed by the Holder of such Security, as to compliance with such restrictions on transfer.  The Registrar shall not be required to accept for such registration of transfer or exchange any Security not so accompanied by a properly completed certificate.

Any certificate evidencing a Security (and all securities issued in exchange therefore or substitution thereof) shall bear the Transfer Restricted Securities Legend, unless (1) such Security has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer) or pursuant to Rule 144 under the Securities Act or any similar provision then in force, (2) such Security is eligible for resale pursuant to Rule 144(k) under the Securities Act (or any successor provision) or (3) otherwise agreed by the Company in writing, with written notice thereof to the Trustee.

Every Security that bears or is required under this Section 2.06(e) to bear the Transfer Restricted Securities Legend (the “Transfer Restricted Securities”) shall be subject to the restrictions on transfer set forth in this Section 2.06(e) (including those set forth in the Transfer Restricted Securities Legend) unless such restrictions on transfer shall be waived by written consent of the Company, and the Holder of each such Transfer Restricted Security, by such Security Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer.  As used in this Section 2.06(e), the term “transfer” encompasses any sale, pledge, loan, transfer or other disposition whatsoever of any Transfer Restricted Security or any interest therein.

Any Security (or Security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the Transfer Restricted Securities Legend have been satisfied may, upon surrender of such Security for exchange to the Registrar in accordance with the provisions of this Section 2.06, be exchanged for a new Security or Securities, of like tenor and aggregate principal amount, which shall not bear the Transfer Restricted Securities Legend.  If the Transfer Restricted Security surrendered for exchange is represented by a Global Security bearing a Transfer Restricted Securities Legend, the principal amount of the

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Global Security so legended shall be reduced by the appropriate principal amount and the principal amount of a Global Security without the Transfer Restricted Securities Legend shall be increased by an equal principal amount.  If a Global Security without the Transfer Restricted Securities Legend is not then outstanding, the Company shall execute and the Trustee shall authenticate and deliver a Global Security without the Transfer Restricted Securities Legend to the Depositary.

Section 2.07.  Replacement Securities.   If any mutilated Security is surrendered to the Trustee, or the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a protected purchaser (within the meaning of Section 8-303 of the Uniform Commercial Code as adopted in the State of New York), the Company shall execute, and upon the Company’s written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed or repurchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay, redeem or repurchase such Security, as the case may be.

Upon the issuance of any new Securities under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

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Section 2.08.  Outstanding Securities; Determinations of Holders’ Action.

Securities outstanding at any time are all the Securities authenticated by the Trustee, except for those cancelled by it, those delivered to it for cancellation pursuant to Section 2.10 and those described in this Section 2.08 as not outstanding.  A Security does not cease to be outstanding because the Company or any Affiliate of the Company holds the Security; provided that in determining whether the Holders of the requisite principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded; and provided further that Securities that the Company or an Affiliate offers to purchase or acquires pursuant to an offer, exchange offer, tender offer or otherwise shall not be deemed to be owned by the Company or an Affiliate until legal title to such Securities passes to the Company or such Affiliate, as the case may be.  Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including determinations pursuant to Articles 6 and 9).

If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a protected purchaser.

If the Paying Agent holds, in accordance with this Indenture, prior to 11:00 a.m., New York City Time, on a Redemption Date, or on the Business Day following a Repurchase Date or a Change in Control Repurchase Date, or on Stated Maturity, money sufficient to pay amounts owed with respect to Securities payable on that date, then immediately after such Redemption Date, Repurchase Date, Change in Control Repurchase Date or Stated Maturity, as the case may be, such Securities shall cease to be outstanding and interest (including Additional Interest, if any) on such Securities shall cease to accrue; provided that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made.

If a Security is converted in accordance with Article 10, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and interest shall cease to accrue on such Security.

Section 2.09.  Temporary Securities.  Pending the preparation of definitive Securities, the Company may execute, and upon Company Order the Trustee shall

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authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, and with such appropriate insertions, omissions, substitutions and other variations as the Officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities.

If temporary Securities are issued, the Company will cause definitive Securities to be prepared without unreasonable delay.  After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency of the Company designated for such purpose pursuant to Section 2.03, without charge to the Holder.  Upon surrender for cancellation of any one or more temporary Securities, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations.  Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities.

Section 2.10.  Cancellation.  All Securities surrendered for payment, redemption, repurchase, conversion, exchange or registration of transfer shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it, or, if surrendered to the Trustee, shall be promptly cancelled by it.  The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder that the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee.  The Company may not issue new Securities to replace Securities it has paid or delivered to the Trustee for cancellation or that any Holder has converted pursuant to Article 10.  No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture.  All cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance with the Trustee’s customary procedures.

Section 2.11.  Persons Deemed Owners.  Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of the principal amount of the Security or the payment of any Redemption Price, Repurchase Price or Change in Control Repurchase Price in respect thereof, and accrued but unpaid interest (including Additional Interest, if any) thereon, for the purpose of conversion and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

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Section 2.12.  Global Securities.

(a)Notwithstanding any other provisions of this Indenture or the Securities, a Global Security shall not be exchanged in whole or in part for a Security registered in the name of any Person other than the Depositary, any successor Depositary or one or more nominees thereof; provided that a Global Security may be exchanged for Securities registered in the name of any Person designated by the Depositary if  (1) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor Depositary is not appointed by the Company within 90 days, (2) the Company has provided the Depositary with written notice that it has decided to discontinue use of the system of book-entry transfer through the Depositary or any successor Depositary or (3) an Event of Default has occurred and is continuing with respect to the Securities, and the Depositary notifies the Trustee that it elects to cause the issuance of Securities in definitive form.  Any Global Security exchanged pursuant to clauses (1) or (2) above shall be so exchanged in whole and not in part, and any Global Security exchanged pursuant to clause (3) above may be exchanged in whole or from time to time in part as directed by the Depositary.  Any Security issued in exchange for a Global Security or any portion thereof shall be a Global Security; provided that any such Security so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Security.

(b)Securities issued in exchange for a Global Security or any portion thereof shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Security or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear the applicable legends provided for herein.  Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar.  With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Security, the principal amount thereof shall be reduced by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee.  Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof.

(c)Subject to the provisions of Section 2.12(e), the registered Holder may grant proxies and otherwise authorize any Person, including Agent Members (as defined below) and Persons that may hold interests through Agent Members,

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to take any action which a Holder is entitled to take under this Indenture or the Securities.

(d)If any of the events specified in Section 2.12(a) occurs, the Company will promptly make available to the Trustee a reasonable supply of Securities in definitive form.

(e)Neither any members of, or participants in, the Depositary (collectively, the “Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Security registered in the name of the Depositary or any nominee thereof, or under any such Global Security, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Security for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any Security.

(f)With respect to any Global Security, the Company, the Registrar and the Trustee shall be entitled to treat the Person in whose name such Global Security is registered as the absolute owner of such Security for all purposes of this Indenture, and neither the Company, the Registrar nor the Trustee shall have any responsibility or obligation to any Agent Members or other beneficial owners of the Securities represented by such Global Security.  Without limiting the immediately preceding sentence, neither the Company, the Registrar nor the Trustee shall have any responsibility or obligation with respect to (1) the accuracy of the records of the Depositary or any other Person with respect to any ownership interest in any Global Security, (2) the delivery to any Person, other than a Holder, of any notice with respect to the Securities represented by a Global Security, including any notice of redemption or repurchase, (3) the selection of the particular Securities or portions thereof to be redeemed or repurchased in the event of a partial redemption or repurchase of part of the Securities outstanding or (4) the payment to any Person, other than a Holder, of any amount with respect to the principal of or Redemption Price, Repurchase Price, Change in Control Repurchase Price or accrued but unpaid interest (including Additional Interest, if any) with respect to any Global Security.

Section 2.13.  CUSIP Numbers.  The Company may issue the Securities with one or more CUSIP numbers (if then generally in use), and, if the Company so elects, the Trustee shall use CUSIP numbers in notices of redemption as a

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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 Company will promptly notify the Trustee in writing of any change in the CUSIP numbers.

Section 2.14.  Designation.  The Securities shall in all respects rank pari passu with all other senior subordinated indebtedness of the Company, including the Company’s existing 8 7/8% Senior Subordinated Notes due 2011, and shall rank senior to all existing and future Junior Securities of the Company; and only indebtedness of the Company that constitutes Senior Debt of the Company shall rank senior to the Securities in accordance with the provisions set forth herein.

ARTICLE 3
REDEMPTION AND REPURCHASES

Section 3.01.  Right to Redeem; Notices to Trustee.

(a)Optional Redemption.  On or after April 21, 2014, the Company, at its option, may redeem the Securities in whole at any time or in part from time to time, upon not less that 30 nor more than 60 days’ notice given as provided herein, in any integral multiple of $1,000, for cash at a price equal to 100% of the principal amount of the Securities to be redeemed (the “Redemption Price”), together with accrued but unpaid interest (including Additional Interest, if any) thereon, up to but not including the Redemption Date; provided that if the Redemption Date is between the close of business on an interest record date and the opening of business on the related interest payment date, accrued but unpaid interest (including Additional Interest, if any) will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant interest record date.

(b)Notice to Trustee.  If the Company elects to redeem Securities pursuant to this Section 3.01, it shall notify the Trustee in writing of the Redemption Date, the principal amount of Securities to be redeemed and the Redemption Price.  The Company shall give the notice to the Trustee provided for in this Section 3.01(b) by a Company Order at least ten days before the date notice of redemption is to be given to Holders pursuant to Section 3.03 (unless a shorter notice shall be satisfactory to the Trustee).

Section 3.02.  Selection of Securities to Be Redeemed.  If less than all the Securities are to be redeemed, subject to the Applicable Procedures in the case of

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Global Securities to be so redeemed, the Trustee shall select the Securities to be redeemed by any method that the Trustee deems fair and appropriate.  In the event of a partial redemption, the Trustee may select for redemption portions of the principal amount of Securities in principal amounts of $1,000 and integral multiples thereof.

Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption.  The Trustee shall notify the Company promptly of the Securities or portions of Securities to be redeemed.

If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as possible) to be the portion selected for redemption.  Securities that have been converted during a selection of Securities to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection.

Section 3.03.  Notice of Redemption.  At least 30 days but not more than 60 days before any Redemption Date, the Company shall mail a notice of redemption by first-class mail, postage prepaid, to each Holder of Securities to be redeemed at such Holder’s registered address.

The notice of redemption shall identify the Securities to be redeemed and shall state:

(a)the Redemption Date;

(b)the Redemption Price and, to the extent known at the time of such notice the amount of accrued but unpaid interest (including Additional Interest, if any) payable on the Redemption Date;

(c)the current Conversion Price;

(d)the name and address of the Paying Agent and Conversion Agent;

(e)that Securities called for redemption may be converted at any time before the close of business on the second Business Day immediately preceding the Redemption Date;

(f)that Holders who want to convert Securities must satisfy the requirements set forth in the Securities and Article 10 of this Indenture;

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(g)that Securities called for redemption must be surrendered to the Paying Agent in order to collect the Redemption Price therefor, together with accrued but unpaid interest (including Additional Interest, if any) thereon;

(h)if fewer than all the outstanding Securities are to be redeemed, the certificate numbers, if any, and principal amounts of the particular Securities to be redeemed;

(i)that, unless the Company defaults in paying the Redemption Price, interest (including Additional Interest, if any) on Securities called for redemption will cease to accrue on and after the Redemption Date and the Securities called for redemption will cease to be outstanding; and

(j)the CUSIP number of the Securities called for redemption.

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense, so long as the Company makes such request at least ten Business Days prior to the date by which such notice of redemption is to be given to Holders in accordance with this Section 3.03 and the Company provides the Trustee with all information required for such notice of redemption.

If any of the Securities are in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures that apply to the redemption of Global Securities.

Section 3.04.  Effect of Notice of Redemption.  Once notice of redemption is given, Securities called for redemption become due and payable on the Redemption Date and at the Redemption Price stated in the notice of redemption, together with accrued but unpaid interest (including Additional Interest, if any) thereon, except for Securities which are converted in accordance with the terms of this Indenture.  Upon surrender to the Paying Agent, Securities called for redemption shall be paid at the Redemption Price stated in the notice of redemption, together with accrued but unpaid interest (including Additional Interest, if any) thereon, up to but not including the Redemption Date.

Section 3.05.  Deposit of Redemption Price.  Prior to 11:00 a.m. (New York City time) on the Redemption Date, the Company shall deposit with the Paying Agent (or if the Company or a Subsidiary thereof or an Affiliate of either of them is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the aggregate Redemption Price of all Securities to be redeemed on the Redemption Date, together with accrued but unpaid interest (including Additional Interest, if any) thereon, up to but not including the Redemption Date, other than Securities or portions of Securities called for redemption that on or prior thereto have been delivered by the Company to the Trustee for cancellation or have been

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converted pursuant to Article 10.  The Paying Agent shall as promptly as practicable return to the Company any money not required for making payments on the Redemption Date because of conversion of Securities pursuant to Article 10.  If such money is then held by the Company in trust and is not required for making payments on the Redemption Date, it shall be discharged from such trust.

Section 3.06.  Securities Redeemed in Part.  Upon surrender of a Security that is redeemed in part, the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder in aggregate principal amount equal to, and in exchange for, the unredeemed portion of the principal amount of the Security surrendered.

Section 3.07.  Sinking Fund.  There shall be no sinking fund provided for the Securities.

Section 3.08.  Repurchase of Securities at Option of the Holder on Specified Dates.

(a)At the option of the Holder, the Company shall repurchase all or a portion of the Securities held by such Holder on April 15, 2014 and April 15, 2019 (each, a “Repurchase Date”) for cash at a price per Security equal to 100% of the aggregate principal amount of the Security (the “Repurchase Price”), together with accrued but unpaid interest (including Additional Interest, if any) thereon, up to but not including the Repurchase Date.

Securities shall be repurchased pursuant to this Section 3.08 at the option of the Holder thereof upon:

(i)delivery to the Company and the Paying Agent by the Holder of a written notice (a “Repurchase Notice”) at any time from the opening of business on the date that is 30 Business Days prior to the Repurchase Date until the close of business on the Business Day prior to such Repurchase Date stating:

(A)if the Security which the Holder will deliver to be repurchased is a Security in definitive form, the certificate number of such Security, or if such Security is a Global Security, the notice must comply with the Applicable Procedures;

(B)the portion of the principal amount of the Security which the Holder will deliver to be repurchased, which portion must be in a principal amount of $1,000 or any integral multiple thereof; and

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(C)that such Security shall be repurchased as of the Repurchase Date pursuant to the terms and conditions specified in this Indenture; and

(ii)delivery or book-entry transfer of such Security to the Paying Agent prior to, on or after the Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Repurchase Price therefor, together with accrued but unpaid interest (including Additional Interest, if any); provided that the Repurchase Price, together with accrued but unpaid interest (including Additional Interest, if any) thereon, shall be so paid pursuant to this Section 3.08 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Repurchase Notice.

The Company shall repurchase from the Holder thereof, pursuant to this Section 3.08, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000.  Provisions of this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of a portion of a Security.

Any repurchase by the Company contemplated pursuant to the provisions of this Section 3.08 shall be consummated by the delivery to the Paying Agent of the Repurchase Price, together with accrued but unpaid interest (including Additional Interest, if any) thereon, to be received by the Holder promptly following the later of the Repurchase Date and the time of delivery or book-entry transfer of the Security to the Paying Agent in accordance with this Section 3.08.

Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 3.08(a) shall not have the right to withdraw such Repurchase Notice and such Repurchase Notice shall be irrevocable.  The Company shall comply with Rule 13-4, Rule 14e-1 and any other tender offer rules under the Securities Exchange Act of 1934 which may then be applicable and file Schedule TO (or any similar schedule) to the extent applicable at that time.

The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice.

(b)Company Repurchase Notice.  In connection with any repurchase of Securities pursuant to this Section 3.08, the Company shall give written notice of the Repurchase Date to the Holders (the “Company Repurchase Notice”).  The Company Repurchase Notice shall be sent by first-class mail to the Trustee and to each Holder not less than 30 Business Days prior to any Repurchase Date.  Each

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Company Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall state:

(i)the Repurchase Price, the Conversion Price and, to the extent known at the time of such notice, the amount of accrued but unpaid interest (including Additional Interest, if any) that will be payable with respect to the Securities on the Repurchase Date;

(ii)the name and address of the Paying Agent and the Conversion Agent;

(iii)that Securities must be surrendered to the Paying Agent to collect payment of the Repurchase Price and accrued but unpaid interest (including Additional Interest, if any);

(iv)that the Repurchase Price for any Securities as to which a Repurchase Notice has been given, together with accrued but unpaid interest (including Additional Interest, if any) payable with respect thereto, shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause (iii);

(v)the procedures the Holder must follow under this Section 3.08;

(vi)briefly, the conversion rights of the Securities;

(vii)that, unless the Company defaults in making payment of such Repurchase Price, interest (including Additional Interest, if any) on Securities covered by any Repurchase Notice will cease to accrue on and after the Repurchase Date; and

(viii)the CUSIP number of the Securities.

At the Company’s request, which shall be made at least ten Business Days prior to the date by which the Company Repurchase Notice is to be given to the Holders in accordance with this Section 3.08, and at the Company’s expense, the Trustee shall give the Company Repurchase Notice in the Company’s name; provided that, in all cases, the text of the Company Repurchase Notice shall be prepared by the Company.

If any of the Securities are in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures that apply to the repurchase of Global Securities.

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Section 3.09.  Repurchase of Securities at Option of the Holder Upon Change in Control.

(a)If at any time that Securities remain outstanding there shall have occurred a Change in Control, Securities shall be repurchased by the Company, at the option of the Holder thereof, subject to the terms and conditions of this Indenture, at a price in cash (the “Change in Control Repurchase Price”) equal to 100% of the aggregate principal amount of such Securities plus accrued but unpaid interest (including Additional Interest, if any) thereon, up to but not including the date (the “Change in Control Repurchase Date”) fixed by the Company that is not less than 30 days nor more than 45 days after the date the Company Change in Control Repurchase Notice (as defined below) is given, subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.09(c); provided that if the Change in Control Repurchase Date is between the close of business on an interest record date and the opening of business on the related interest payment date, accrued but unpaid interest (including Additional Interest, if any) will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant interest record date.

(b)Company Change in Control Repurchase Notice.  In connection with any repurchase of Securities pursuant to this Section 3.09, the Company shall give written notice of the occurrence of a Change in Control, the repurchase right arising as a result thereof and the Change in Control Repurchase Date to the Holders (the “Company Change in Control Repurchase Notice”).  The Company Change in Control Repurchase Notice shall be sent by first-class mail to the Trustee and to each Holder not more than 20 Business Days after the occurrence of a Change in Control.  Each Company Change in Control Repurchase Notice shall include a form of Change in Control Repurchase Notice to be completed by a Holder and shall state:

(i)the Change in Control Repurchase Price, the Conversion Price and, to the extent known at the time of such notice, the amount of accrued but unpaid interest (including Additional Interest, if any) that will be payable with respect to the Securities on the Change in Control Repurchase Date;

(ii)the name and address of the Paying Agent and the Conversion Agent;

(iii)that Securities as to which a Change in Control Repurchase Notice has been given may be converted only if such Change in Control Repurchase Notice has been withdrawn in accordance with the terms of this Indenture;

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(iv)that Securities must be surrendered to the Paying Agent to collect payment of the Change in Control Repurchase Price and accrued but unpaid interest (including Additional Interest, if any);

(v)that the Change in Control Repurchase Price for any Securities as to which a Change in Control Repurchase Notice has been given and not withdrawn, together with any accrued but unpaid interest (including Additional Interest, if any) payable with respect thereto, shall be paid promptly following the later of the Change in Control Repurchase Date and the time of surrender of such Securities as described in clause (iv);

(vi)the procedures the Holder must follow under this Section 3.09;

(vii)briefly, the conversion rights of the Securities;

(viii)that, unless the Company defaults in making payment of such Change in Control Repurchase Price, interest (including Additional Interest, if any) on Securities covered by any Change in Control Repurchase Notice will cease to accrue on and after the Change in Control Repurchase Date;

(ix)the CUSIP number of the Securities; and

(x)the procedures for withdrawing a Change in Control Repurchase Notice (as specified in Section 3.10).

At the Company’s request, which shall be made at least ten Business Days prior to the date by which the Company Change in Control Repurchase Notice is to be given to the Holders in accordance with this Section 3.09 and at the Company’s expense, the Trustee shall give the Company Change in Control Repurchase Notice in the Company’s name; provided that, in all cases, the text of the Company Change in Control Repurchase Notice shall be prepared by the Company.

If any of the Securities is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures that apply to the repurchase of Global Securities.

(c)For a Security to be so repurchased at the option of the Holder upon a Change in Control, the Paying Agent must receive such Security with the form entitled “Option to Elect Repurchase Upon a Change in Control” (a “Change in Control Repurchase Notice”) on the reverse thereof duly completed, together with such Security duly endorsed for transfer, on or before the close of business

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on the Business Day prior to the Change in Control Repurchase Date.  All questions as to the validity, eligibility (including time of receipt) and acceptance of any Security for repurchase shall be determined by the Company, whose determination shall be final and binding.

The Company shall repurchase from the Holder thereof, pursuant to this Section 3.09, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000.  Provisions of this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of a portion of a Security.

Any repurchase by the Company contemplated pursuant to the provisions of this Section 3.09 shall be consummated by the delivery to the Paying Agent of the Change in Control Repurchase Price, together with accrued but unpaid interest (including Additional Interest, if any) thereon, to be received by the Holder promptly following the later of the Change in Control Repurchase Date and the time of delivery or book-entry transfer of the Security to the Paying Agent in accordance with this Section 3.09.

Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Change in Control Repurchase Notice contemplated by this Section 3.09(c) shall have the right to withdraw such Change in Control Repurchase Notice at any time prior to the close of business on the Change in Control Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent at the principal office of the Paying Agent in accordance with Section 3.10.

The Paying Agent shall promptly notify the Company of the receipt by it of any Change in Control Repurchase Notice or written withdrawal thereof.

Notwithstanding anything herein to the contrary, the Company’s obligations pursuant to this Section 3.09 shall be satisfied if a third party makes an offer to repurchase outstanding Securities after a Change in Control in the manner and at the times and otherwise in compliance in all material respects with the requirements of this Section 3.09 and such third party purchases all Securities properly tendered and not withdrawn pursuant to the requirements of this Section 3.09.

(d)Not more than 30 days after the occurrence of a Change in Control, the Company shall use its reasonable best efforts to either (i) obtain the consents under all existing indebtedness required to permit the repurchase of the Securities pursuant to any Company Change in Control Repurchase Notice or (ii) repay in full all existing indebtedness and terminate all commitments under all existing

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indebtedness, in each case the terms of which would prohibit the repurchase of the Securities pursuant to any Company Change in Control Repurchase Notice.

Section 3.10.  Effect of Change in Control Repurchase Notice.  Upon receipt by the Paying Agent of a Repurchase Notice or Change in Control Repurchase Notice, the Holder of the Security in respect of which such Repurchase Notice or Change in Control Repurchase Notice, as the case may be, was given shall (unless such Repurchase Notice or Change in Control Repurchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Repurchase Price or Change in Control Repurchase Price, together with accrued but unpaid interest (including Additional Interest, if any) thereon, to but not including the Repurchase Date or Change in Control Repurchase Date, as the case may be, with respect to such Security.  Such Repurchase Price or Change in Control Repurchase Price, together with accrued but unpaid interest (including Additional Interest, if any) thereon, to but not including the Repurchase Date or Change in Control Repurchase Date, as the case may be, shall be paid to such Holder, subject to receipt of funds by the Paying Agent, promptly following the later of (x) the Repurchase Date or the Change in Control Repurchase Date, as the case may be, with respect to such Security (provided that the conditions in Section 3.08 or Section 3.09, as applicable, have been satisfied) and (y) the time of surrender or book-entry transfer of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.08 or Section 3.09(c), as applicable.  Securities in respect of which a Change in Control Repurchase Notice has been given by the Holder thereof may not be converted pursuant to Article 10 hereof on or after the date of the delivery of such Change in Control Repurchase Notice, unless such Change in Control Repurchase Notice has first been validly withdrawn as specified in the following two paragraphs.

A Change in Control Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Change in Control Repurchase Notice at any time prior to the close of business on the Change in Control Repurchase Date specifying:

(i)if the Security with respect to which such notice of withdrawal is being submitted is a Security in definitive form, the certificate number of such Security, or if such Security is a Global Security, the notice must comply with the Applicable Procedures;

(ii)the principal amount of the Security with respect to which such notice of withdrawal is being submitted; and

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(iii)the principal amount, if any, of such Security which remains subject to the original Change in Control Repurchase Notice and which has been or will be delivered for repurchase by the Company.

There shall be no repurchase of any Securities pursuant to Section 3.08 or Section 3.09 or redemption pursuant to Section 3.01 if an Event of Default (other than a default in the payment of the Redemption Price, Repurchase Price or Change in Control Repurchase Price, as the case may be) has occurred prior to, on or after, as the case may be, the giving by the Holders of such Securities of the required Repurchase Notice or Change in Control Repurchase Notice, or the giving by the Company of the notice of redemption, as the case may be, and such Event of Default is continuing.  The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Change in Control Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Repurchase Notice or Change in Control Repurchase Price) in which case, upon such return, the Repurchase Notice or Change in Control Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Section 3.11.  Deposit of Repurchase Price or Change in Control Repurchase Price.   Prior to 11:00 a.m. (New York City time) on the Business Day immediately following the Repurchase Date or the Change in Control Repurchase Date, as the case may be, the Company shall deposit with the Trustee or with the Paying Agent (or, if the Company or a Subsidiary thereof or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.04) an amount of money (in immediately available funds if deposited on such Business Day) sufficient to pay the aggregate Repurchase Price or Change in Control Repurchase Price, as the case may be, together with accrued but unpaid interest (including Additional Interest, if any) thereon, to but not including the Repurchase Date or Change in Control Repurchase Date, as the case may be, of all the Securities or portions thereof which are to be repurchased as of the Repurchase Date or Change in Control Repurchase Date, as the case may be.

Section 3.12.  Securities Repurchased in Part.  Any Security in definitive form that is to be repurchased only in part shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing) and the Company shall execute and the Trustee shall promptly authenticate and deliver to the Holder of such Security, without service charge, one or more new Securities in definitive form, of any authorized denomination as requested by such Holder in aggregate principal amount equal to,

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and in exchange for, the portion of the principal amount of the Security in definitive form so surrendered which is not repurchased.

Section 3.13.  Covenant to Comply with Securities Laws upon Repurchase of Securities.  When complying with the provisions of Sections 3.08 or 3.09 hereof (so long as such offer or repurchase constitutes an “issuer tender offer” for purposes of Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act at the time of such offer or repurchase), the Company shall (i) comply in all material respects with Rule 13e-4 and Rule 14e-1 under the Exchange Act, (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act and (iii) otherwise comply in all material respects with all applicable provisions of 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.

Section 3.14.  Repayment to the Company.  To the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.11 exceeds the aggregate Repurchase Price or Change in Control Repurchase Price, as the case may be, of the Securities or portions thereof which the Company is obligated to repurchase as of the Repurchase Date or Change in Control Repurchase Date, as the case may be, together with accrued but unpaid interest (including Additional Interest, if any) thereon, then, unless otherwise agreed in writing with the Company, promptly after the Business Day following the Repurchase Date or Change in Control Repurchase Date, as the case may be, the Trustee shall return any such excess to the Company together with interest, if any, thereon (subject to the provisions of Section 7.01(f)).

Section 3.15.  Redemption Pursuant to Gaming Laws.  If a Holder or a beneficial owner of a Security 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 Company 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 Additional Interest, 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 lowest of clauses (i) and (ii), or (iv) such other amount as may be determined by the appropriate Gaming Authority.

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Section 3.16 Optional Tax Redemption.The Securities may be redeemed at the option of the Company, 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 Additional Interest, 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 Company 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 Company which does not cause it to incur any material costs. The Company also shall 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 Company 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 Company which do not cause it to incur any material costs and (ii) the Company 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 Company has or will become obligated to pay Additional Amounts as a result of such change or amendment. The notice, once delivered by the Company to the Trustee, will be irrevocable.

ARTICLE 4
COVENANTS

Section 4.01.  Payment of Securities.  The Company shall promptly make all payments in respect of the Securities on the dates and in the manner provided in the Securities or pursuant to this Indenture.  Any amounts to be given to the Trustee or Paying Agent, as the case may be, shall be deposited with the Trustee or Paying Agent, as the case may be, by 11:00 a.m. (New York City time), on the dates required pursuant to Section 2.04 hereof.  Interest installments, Additional Interest, principal amount, Redemption Price, Repurchase Price, Change in Control Repurchase Price and interest, if any, due on overdue amounts shall be considered paid on the applicable date due if at 11:00 a.m. (New York City time)

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on such date, the Trustee or the Paying Agent, as the case may be, holds, in accordance with this Indenture, money sufficient to pay all such amounts then due.

The Company shall, to the extent permitted by law, pay interest on overdue amounts at the rate per annum set forth in paragraph 1 of the Securities, compounded semi-annually, which interest shall accrue from the date such overdue amount was originally due to the date payment of such amount, including interest thereon, has been made or duly provided for.  The accrual of such interest on overdue amounts shall be in addition to the continued accrual of interest on the Securities.

Section 4.02.  SEC and Other Reports.  Whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company 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 the Company 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 the Company’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 Company’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Section 4.03.  Compliance Certificate; Notice of Default.

(a)The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers’ Certificate, one of the signers of which shall be the principal executive, financial or accounting officer of the Company, 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 Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company 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

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such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company 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 Company shall, so long as any of the Securities are outstanding, deliver to the Trustee promptly, and in any event within 30 days after 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 Company is taking or proposes to take with respect thereto.  The Trustee shall not be deemed to have knowledge of a Default or Event of Default unless one of its Responsible Officers receives written notice of the Default or Event of Default from the Company or any of the Holders.

Section 4.04.  Maintenance of Office or Agency.  The Company will maintain in the Borough of Manhattan, The City of New York, an office or agency of the Trustee, Registrar, Paying Agent and Conversion Agent where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer, exchange, repurchase, redemption or conversion and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.  The Corporate Trust Office, shall initially be such office or agency where Securities may be surrendered for payment, and the Corporate Trust Office shall initially be such office or agency for all of the other aforesaid purposes.  The Company shall give prompt written notice to the Trustee of the location, and of any change in the location, of any such office or agency (other than a change in the location of the office or agency of the Trustee).  If at any time the Company 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 12.02.  The Company 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 that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain at least one Paying Agent having an office or agency in the Borough of Manhattan, The City of New York.

Section 4.05.  Delivery of Certain Information.  At any time prior to the date that is two years after the Issue Date, when the Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the request of a Holder or any Beneficial Owner of Securities or holder or Beneficial Owner of Ordinary Shares delivered upon conversion thereof, the Company will promptly furnish or cause to

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be furnished Rule 144A Information (as defined below) to such Holder or any Beneficial Owner of Securities or holder or Beneficial Owner of Ordinary Shares delivered upon conversion thereof or to a prospective purchaser of any such security designated by any such holder, as the case may be, to the extent required to permit compliance by such Holder or holder with Rule 144A under the Securities Act in connection with the resale of any such security.  “Rule 144A Information” shall be such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act or any successor provisions.  Whether a Person is a Beneficial Owner shall be determined by the Company to the Company’s reasonable satisfaction.

Section 4.06.  Additional Interest.  If at any time Additional Interest becomes payable by the Company pursuant to the Registration Rights Agreement, the Company shall promptly deliver to the Trustee a certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable pursuant to the terms of the Registration Rights Agreement.  Unless and until a Responsible Officer of the Trustee receives such a certificate, the Trustee may assume without inquiry that no Additional Interest is payable.  If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee a certificate setting forth the particulars of such payment.

Section 4.07.  Additional Amounts.  The Company 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, Additional Interest and interest, if any, with respect to a Security, or (ii) net proceeds on the sale, redemption, repurchase, conversion or exchange of a Security, 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 Security for:

(1)any tax, duty, levy, 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 Security;

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(b)  presented such Security 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 Security for payment more than 30 days after the date on which the payment in respect of such Security 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 Security 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, levies, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Securities;

(3)any tax, duty, levy, assessment, or other governmental charge imposed on a Holder that is not the beneficial owner of a Security 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 Security; 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 Additional Interest, if any, or in respect of, any Security or the net proceeds received on the sale, redemption, repurchase, conversion or exchange of any Security, 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 Company.  By making such assignment, the Holder of Securities makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto.

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ARTICLE 5
SUCCESSOR CORPORATION

Section 5.01.  When the Company May Consolidate, Merge or Transfer Assets.  The Company shall not consolidate or merge with or into (whether or not the Company is the surviving person) another Person or sell, lease exchange or otherwise transfer (in one transaction or a series of related transactions) all or substantially all of its properties and assets to any other Person, unless:

(a)(i) the Company shall be the resulting or surviving corporation, or the successor, transferee or lessee, if other than the Company, is a corporation, limited partnership, limited liability company or other business entity organized and validly existing 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 the obligations of the Company under the Indenture and the Securities by means of a supplemental indenture entered into with the Trustee; and

(b)immediately after giving effect to the transaction, no Event of Default and no event that, with notice or lapse of time, or both, would constitute an Event of Default, shall have occurred and be continuing.

For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary of the Company), which, if such assets were owned by the Company would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.  The successor Person formed by such consolidation or into which the Company is merged or the successor Person to which such sale, lease, exchange or other transfer is made shall succeed to, and (except in the case of a lease) be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease and except for obligations the Company may have under a supplemental indenture pursuant to Section 9.06, the Company shall be discharged from all obligations and covenants under this Indenture and the Securities.  Subject to Section 9.06, the Company, the Trustee and the successor Person shall enter into a supplemental indenture to evidence the succession and substitution of such successor Person and such discharge and release of the Company, as applicable.

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ARTICLE 6
DEFAULTS AND REMEDIES

Section 6.01.  Events of Default.  An “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 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 Company to pay any installment of interest or Additional Interest, 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 Company 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 11 hereof, including the failure to make cash payments due upon conversion, or make a payment of the Change in Control Repurchase Price or the failure to repurchase notes at the option of the Holder on April 15, 2014 and 2019.

(3)  the failure by Company otherwise to comply with Sections 3.09 and 5.01 including failure to provide notice of the occurrence of a Change of Control in accordance with the terms of this Indenture;

(4)  failure by the Company or any of its Subsidiaries to observe or perform any other covenant or agreement contained in the Indenture (except as provided in clauses (1), (2) and (3) above) and the continuance of such failure for a period of 60 days after written notice is given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Securities outstanding;

(5)  a decree, judgment, or order by a court of competent jurisdiction shall have been entered adjudicating the Company or any of its Significant Subsidiaries as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of the Company 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 Company, 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

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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 Company 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 Company or any of its Subsidiaries with an aggregate principal amount in excess of $10 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 $10 million, at any one time rendered against the Company 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 6.02.  Acceleration.

(a)If an Event of Default (other than an Event of Default specified in clause (5) or (6) of Section 6.01) shall occur and be continuing, the Trustee may, and at the written request of the Holders of at least 25% in principal amount of outstanding Securities shall, declare the principal of and accrued but unpaid interest (including Additional Interest, if any) on all the Securities to be due and payable by notice in writing to the Company (the “Acceleration Notice”).  Such notice shall specify the respective Event of Default and that it is a “notice of acceleration.”  Upon the giving of an Acceleration Notice, the principal of and accrued but unpaid interest (including Additional Interest, if any) on all the Securities shall become immediately due and payable.  If an Event of Default specified in clause (5) or (6) of Section 6.01 occurs and is continuing, then all unpaid Obligations on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

(b)At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the Holders of a majority in

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aggregate principal amount of the Securities at the time outstanding may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of such acceleration, (iii) if interest on overdue installments of interest (to the extent the payment of such interest is lawful) and on overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.01, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived.  No such rescission shall affect any subsequent Event of Default or impair any right consequent thereto.

Section 6.03.  Other Remedies.   If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of the principal amount of all the Securities plus accrued but unpaid interest (including Additional Interest, if any) thereon, or to enforce the performance of any provision of the Securities or this Indenture.

The Trustee may maintain a proceeding even if the Trustee does not possess any of the Securities or does not produce any of the Securities in the proceeding.  No remedy is exclusive of any other remedy.  All available remedies are cumulative to the extent permitted by law.

Section 6.04.  Waiver of Past Defaults.  The Holders of a majority in aggregate principal amount of the Securities at the time outstanding, by notice in writing to the Trustee (and without notice to any other Holder), may waive an existing Event of Default and its consequences, except (i) an Event of Default described in Section 6.01(1) or 6.01(2), (ii) an Event of Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected or (iii) an Event of Default which constitutes a failure to convert any Security in accordance with the terms of Article 10.  When an Event of Default is waived, it is deemed to have been cured, but no such waiver shall extend to any subsequent or other Event of Default or impair any consequent right.  A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of, or acquiescence in, the Event of Default.  This Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) is hereby expressly excluded from this Indenture, as permitted by the TIA.

Section 6.05.  Control by Majority.  The Holders of a majority in aggregate principal amount of the Securities at the time outstanding may direct

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the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee’; provided, that (i) such direction shall not be in conflict with any rule of law or with this Indenture, (ii) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction, and (iii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.  This Section 6.05 shall be in lieu of Section 316(a)(1)(A) of the TIA and such Section 316(a)(1)(A) is hereby expressly excluded from this Indenture, as permitted by the TIA.

Section 6.06.  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:

(a)the Holder gives to the Trustee written notice stating that an Event of Default is continuing;

(b)the Holders of at least 25% in aggregate principal amount of the Securities at the time outstanding make a 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 security or indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;

(d)the Trustee does not comply with the request within 60 days after receipt of such notice, request and offer of security or indemnity; and

(e)the Holders of a majority in aggregate principal amount of the Securities at the time outstanding do not give the Trustee a direction inconsistent with the request that has been given to the Trustee during such 60-day period;

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 6.07.  Rights of Holders to Receive Payment and to Convert. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of interest installments (including Additional Interest, if any), the principal amount, Redemption Price, Repurchase Price, Change in

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Control Repurchase Price or interest, if any, due on overdue amounts in respect of the Securities held by such Holder, on or after the respective due dates expressed in the Securities, and to convert the Securities in accordance with Article 10, or to bring suit for the enforcement of any such payment on or after such respective dates or the enforcement of the right to convert, shall not be impaired or affected adversely without the consent of such Holder.

Section 6.08.  Collection Suit by Trustee.  If an Event of Default described in Section 6.01(1) or Section 6.01(2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company or any other obligor upon the Securities for the whole amount owing with respect to the Securities and the amounts provided for in Section 7.07.

Section 6.09.  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 Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether any amounts in respect 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 Company for the payment of any such amounts) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(a)to file and prove a claim for any accrued but unpaid amounts due 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 agents and counsel or any other amounts due the Trustee under Section 7.07) and of the Holders allowed in such judicial proceeding, and

(b)to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or 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 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 7.07.

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

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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 6.10.  Priorities.  Subject to Article 11, if the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

FIRST:  to the Trustee for amounts due under Section 7.07;

SECOND:  to Holders for amounts due and unpaid on the Securities and for any accrued but unpaid interest amounts due in respect of the Securities, ratably, without preference or priority of any kind, according to such amounts due and payable on the Securities; and

THIRD:  the balance, if any, to the Company.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.  At least 15 days before such record date, the Trustee shall mail to each Holder and the Company a notice that states the record date, the payment date and the amount to be paid.

Section 6.11.  Suits.  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 or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant (other than the Trustee) in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in aggregate principal amount of the Securities at the time outstanding.  This Section 6.11 shall be in lieu of Section 315(e) of the TIA and such Section 315(e) is hereby expressly excluded from this Indenture, as permitted by the TIA.

Section 6.12.  Waiver of Stay, Extension or Usury Laws.  The Company covenants (to the fullest extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury or other law wherever enacted, now or at any time hereafter in force, which would prohibit or forgive the Company from paying all or any portion of any amounts due in respect of the Securities, as contemplated herein, or which may affect the covenants or the performance of this Indenture; and the Company (to the fullest extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power

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herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 7
TRUSTEE

Section 7.01.  Duties of Trustee.

(a)If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(b)Except during the continuance of an Event of Default:

(i)the Trustee need perform only those duties that are specifically set forth in this Indenture and no others; and

(ii)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, but in 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 mathematical calculations or other facts stated therein.

This Section 7.01(b) shall be in lieu of Section 315(a) of the TIA and such Section 315(a) is hereby expressly excluded from this Indenture, as permitted by the TIA.

(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 (c) does not limit the effect of paragraph (b) of this Section 7.01;

(ii)the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively determined by a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

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(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 6.02, 6.04 or 6.05.

Sections 7.01(c)(i), (ii) and (iii) shall be in lieu of Sections 315(d)(1), 315(d)(2) and 315(d)(3) of the TIA and such Sections 315(d)(1), 315(d)(2) and 315(d)(3) are hereby expressly excluded from this Indenture, as permitted by the TIA.

(d)Every provision of this Indenture that in any way relates to the Trustee is subject to Sections 7.01(a), (b), (c), (e) and (f).

(e)The Trustee shall comply with any order or directive of a Gaming Authority requiring that the Trustee submit, at the expense of the Company, an application for any license, finding of suitability or other approval pursuant to any gaming law and will reasonably 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 7.08 hereof.

(f)Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law.  The Trustee (acting in any capacity hereunder) shall be under no liability for interest on any money received by it hereunder unless otherwise agreed in writing with the Company.

(g)For the avoidance of doubt, the Trustee shall not be responsible for, and shall have no obligation to, monitor the availability of a Holder to convert its Securities pursuant to Section 10.01 or to calculate any adjustment to the Conversion Price pursuant to Section 10.05.

Section 7.02.  Rights of Trustee.  Subject to its duties and responsibilities under Section 7.01 and the TIA,

(a)the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document (whether in its original form or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b)whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering

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or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may obtain and, in the absence of bad faith or negligence on its part, conclusively rely upon an Officers’ Certificate and/or an Opinion of Counsel;

(c)the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees, and without limiting the generality of the foregoing, the Trustee may appoint an agent (i) to obtain the quotations referred to in the definition of “Trading Price of the Securities,” and (ii) to report such quotations or determinations to the Company and the Depositary on behalf of the Trustee; and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, attorney, custodian or nominee appointed with due care by it hereunder;

(d)the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith which it reasonably believes to be authorized or within its rights or powers conferred under this Indenture;

(e)the Trustee may consult with counsel selected by it and any advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel;

(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 security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby;

(g)any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Order and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution;

(h)the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness 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;

(i)the Trustee shall not be deemed to have notice of any Default or Event of Default, except (i) any Event of Default occurring pursuant to Sections 6.01(1), 6.01(2) or 4.01, or (ii) unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact

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such a Default is received by the Trustee at the Corporate Trust Office, and such notice references the Securities and this Indenture;

(j)the rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder (including Paying Agent, Registrar and Conversion Agent), and to all other Persons employed to act hereunder, including the Trustee’s officers, employees, agents and custodians;

(k)the Trustee may request that the Company 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;

(l)in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;

(m)the Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture; and

(n)notwithstanding anything else herein contained, whenever any provision of this Indenture indicates that any confirmation of a condition or event is qualified by the words “to the knowledge of” or “known to” the Trustee or other words of similar meaning, said words shall mean and refer to the current awareness of one or more Responsible Officers who are located at the Corporate Trust Office.

Section 7.03.  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 Company or its Affiliates with the same rights it would have if it were not Trustee.  Any Paying Agent, Registrar, Conversion Agent or co-registrar may do the same with like rights.  However, the Trustee must comply with Sections 7.10 and 7.11.

Section 7.04.  Trustee’s Disclaimer.  The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, shall not be accountable for the Company’s use or application of the proceeds from the Securities, and shall not be responsible for any statement in any registration statement for the Securities under the Securities Act or in any offering document

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for the Securities, the Indenture or the Securities (other than its certificate of authentication).

Section 7.05.  Notice of Defaults.  If an Event of Default occurs and if it is actually known to a Responsible Officer of the Trustee, the Trustee shall give to each Holder notice of all current Event of Defaults known to it within 90 days after any such Event of Default occurs or, if later, within 15 days after it is known to the Trustee, unless such Event of Default shall have been cured or waived before the giving of such notice.  Notwithstanding the preceding sentence, except in the case of an Event of Default described in Sections 6.01(1) and 6.01(2) the Trustee may withhold the notice if and so long as a trust committee of officers of the Trustee in good faith determines that withholding the notice is in the interests of Holders.  The second sentence of this Section 7.05 shall be in lieu of the proviso to Section 315(b) of the TIA and such proviso is hereby expressly excluded from this Indenture, as permitted by the TIA.

Section 7.06.  Reports by Trustee to Holders.  Within 60 days after each July 31 beginning with the July 31 following the date of this Indenture, the Trustee shall mail to each Holder a brief report dated as of such July 31 that complies with TIA Section 313(a), if required by such Section 313(a), but only to the extent any such report is required to be given pursuant to said TIA Section 313(a), or any successor provision of the TIA.  The Trustee also shall comply with TIA Section 313(b).

Commencing at the time this Indenture is qualified under the TIA, a copy of each report at the time of its mailing to Holders shall be mailed to the Company and filed with the SEC and each securities exchange, if any, on which the Securities are listed.  The Company agrees to notify the Trustee in writing promptly whenever the Securities become listed on any securities exchange and of any delisting thereof.

Section 7.07.  Compensation and Indemnity.The Company agrees:

(a)to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited (to the extent permitted by law) by any provision of law in regard to the compensation of a trustee of an express trust);

(b)to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture or any documents executed in connection herewith (including the reasonable compensation and the expenses, advances and disbursements of its agents and counsel), except any such expense,

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disbursement or advance to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct; and

(c)to indemnify the Trustee or any predecessor Trustee and their respective agents, officers, directors and employees for, and to hold them harmless against, any loss, damage, claim, liability, cost or expense (including attorneys’ fees and expenses and taxes (other than franchise, capital, net worth, employment and ad valorem taxes and taxes based upon, measured by or determined by the income or gross receipts of the Trustee)) incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending themselves against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the Trustee’s exercise or performance of any of its powers or duties hereunder.  The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity.  The Company shall defend the claim and the Trustee shall provide reasonable cooperation at the Company’s expense in the defense.  The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel; provided, that the Company will not be required to pay such fees and expenses if it assumes the Trustee’s defense and there is no conflict of interest between the Company and the Trustee in connection with such defense.  The Company need not pay for any settlement made without its written consent.  The Company need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct.

To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, except any money or property held in trust to pay interest installments (including Additional Interest, if any), the principal amount, Redemption Price, Repurchase Price, Change in Control Repurchase Price or interest, if any, due on overdue amounts, as the case may be, in respect of any particular Securities.

The Company’s payment obligations pursuant to this Section 7.07 shall survive the discharge of this Indenture or the earlier termination or resignation of the Trustee.  When the Trustee incurs expenses after the occurrence of an Event of Default specified in Section 6.01(5) or Section 6.01(6), the expenses, including the reasonable charges and expenses of its counsel, are intended to constitute expenses of administration under any Bankruptcy Law.

Section 7.08.  Replacement of Trustee.The Trustee may resign by so notifying the Company; provided that no such resignation shall be effective until a successor Trustee has accepted its appointment pursuant to this Section 7.08.  The

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Holders of a majority in aggregate principal amount of the Securities at the time outstanding may remove the Trustee by so notifying the Trustee and the Company in writing.  The Company shall remove the Trustee if:

(a)the Trustee fails to comply with Section 7.10;

(b)the Trustee is adjudged bankrupt or insolvent;

(c)a receiver or public officer takes charge of the Trustee or its property; or

(d)the Trustee otherwise 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 Company shall promptly appoint, by Board Resolution, a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company satisfactory in form and substance to the retiring Trustee and the Company.  Thereupon 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; provided, notwithstanding the foregoing, the effectiveness of any such resignation or removal shall be conditioned on receipt by the retiring Trustee of all amounts due and owing under Section 7.07 hereof.  The successor Trustee shall mail a notice of its succession to Holders.  The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07.

If a successor Trustee does not take office within 60 days after the retiring Trustee gives its notice of resignation or is removed, the retiring Trustee, the Company or the Holders of a majority in aggregate principal amount of the Securities at the time outstanding may petition any court of competent jurisdiction at the expense of the Company for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Section 7.09.  Successor Trustee by Merger Etc.  If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets (including the administration of the trust created by this Indenture) to, another Person, the resulting or surviving Person without any further act shall be the successor Trustee. As soon as practicable, the successor Trustee shall mail a notice of its succession to the Company and the

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Holders.  Any such successor must nevertheless be eligible and qualified under the provisions of Section 7.01 hereof.

Section 7.10.  Eligibility; Disqualification.  The Trustee shall at all times satisfy the requirements of TIA Section 310(a)(1).  The Trustee (or its parent holding company) shall have a combined capital and surplus of at least $25,000,000 as set forth in its most recent filed annual report of condition.  Nothing herein contained shall prevent the Trustee from filing with the SEC the application referred to in the penultimate paragraph of TIA Section 310(b).  The Trustee shall comply with TIA Section 310(b.

If at any time the Trustee shall cease to be eligible in accordance with this Section 7.10, it shall resign immediately in the manner and with the effect specified in Article 7.

Section 7.11.  Preferential Collection of Claims Against Company.  The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b).  A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.

Section 7.12.  Force Majeure.  To the extent permitted by the TIA, in no event shall the Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond the Trustee’s control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo or government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Indenture.

ARTICLE 8
DISCHARGE OF INDENTURE

Section 8.01.  Discharge of Liability on Securities.  When (a) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (b) all outstanding Securities have become due and payable and the Company deposits with the Trustee or Paying Agent cash or Ordinary Shares (as applicable under the terms of this Indenture) sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.07, cease to be of further effect.  The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand at the cost

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and expense of the Company and accompanied by an Officers’ Certificate and Opinion of Counsel.

Section 8.02.  Repayment to the Company.  The Trustee, the Paying Agent and the Conversion Agent shall return to the Company upon written request any money or Ordinary Shares held by them for the payment of any amount and any Ordinary Shares with respect to the Securities that remain unclaimed for two years, subject to applicable unclaimed property law.  After return to the Company, as applicable, Holders entitled to the money or Ordinary Shares must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person and the Trustee, the Paying Agent and the Conversion Agent shall have no further liability to the Holders with respect to such money or Ordinary Shares for that period commencing after the return thereof.

ARTICLE 9
AMENDMENTS

Section 9.01.  Without Consent of Holders.  The Company and the Trustee may amend or supplement this Indenture or the Securities without notice to or consent of any Holder:

(a)to comply with Article 5 or Section 10.11;

(b)to cure any ambiguity, omission, defect or inconsistency in this Indenture;

(c)to make any other change that does not adversely affect the rights of any Holder in any material respect; provided that any change to conform this Indenture to the Offering Memorandum shall be deemed not to adversely affect the rights of any Holder;

(d)to make provisions with respect to the conversion right of the Holders pursuant to the requirements of Section 10.01;

(e)to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities; or

(f)to comply with the provisions of the TIA, or with any requirement of the SEC arising as a result of the qualification of this Indenture under the TIA.

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Section 9.02.  With Consent of Holders.

The Company and the Trustee may amend or supplement this Indenture or the Securities without notice to any Holder but with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time outstanding.  The Holders of a majority in aggregate principal amount of the Securities at the time outstanding may waive compliance by the Company with restrictive provisions of this Indenture other than as set forth in this Section 9.02 below, and waive any past Event of Default under this Indenture and its consequences, except a default in the payment of the principal of, or Redemption Price, Repurchase Price, Change in Control Repurchase Price of, or any interest on, any Security, or in respect of a provision which under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Security affected.

Subject to Section 9.04, without the consent of each Holder affected, however, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not:

(a)change the Stated Maturity of, or any payment date of any installment of interest (including Additional Interest, if any) on, any Security;

(b)reduce the principal amount or Redemption Price, Repurchase Price, or Change in Control Repurchase Price of, or the rate of interest on, any Security, whether upon acceleration, redemption or otherwise, or alter the manner of calculation of interest or the rate of accrual thereof on any Security;

(c)change the currency for payment of principal of, or interest on, any Security;

(d)impair the right to institute suit for the enforcement of any payment of any amount with respect to any Security when due;

(e)adversely affect the conversion rights provided in Article 10;

(f)modify the provisions of this Indenture requiring the Company to make an offer to repurchase Securities upon a Change in Control pursuant to Section 3.09, or to repurchase the Securities at the option of the Holders pursuant to Section 3.08;

(g)reduce the percentage of principal amount of the outstanding Securities necessary to modify or amend this Indenture or to consent to any waiver provided for in this Indenture;

(h)waive a default in the payment of any amount or Ordinary Shares with respect to any Security when due (except as provided in Section 6.02); or

(i)make any changes to Section 6.04, Article 10 or this Section 9.02.

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It shall not be necessary for the consent of the Holders under this Section 9.02 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 under this Section 9.02 becomes effective, the Company shall mail to each Holder a notice briefly describing the amendment.  Failure to mail the notice or a defect in the notice shall not affect the validity of the amendment.

Section 9.03.  Compliance with Trust Indenture Act.  Every amendment, waiver or supplement of this Indenture or the Securities shall comply with the TIA as then in effect.

Section 9.04.  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 Company or the person designated by the Company as the person to whom consents should be sent if such revocation is received by the Company 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 Company 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 Company 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 (a) through (i) of Section 9.02, 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

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and premium of and interest (and Additional Interest, 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.

Section 9.05.  Notation on or Exchange of Securities.   Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article 9 may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture.  If the Company shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any such supplemental indenture may be prepared and executed by the Company, and such new Securities may be authenticated and delivered by the Trustee in exchange for outstanding Securities.

Section 9.06.  Trustee to Sign Supplemental Indentures.  The Trustee shall sign any amendment, waiver or supplemental indenture authorized pursuant to this Article 9 if the amendment contained therein does not, in the sole determination of the Trustee, adversely affect the rights, duties, powers, privileges, benefits, indemnities, liabilities or immunities of the Trustee.  If it does, the Trustee may, but need not, sign such supplemental indenture.  In signing any supplemental indenture the Trustee shall be provided with, and (subject to the provisions of Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture.

Section 9.07.  Effect of Supplemental Indentures.  Upon the execution of any supplemental indenture under this Article 9, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes, and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

ARTICLE 10
CONVERSION OF THE SECURITIES

Section 10.01.  Conversion Privilege.

(a)Subject to the provisions of this Article 10, a Holder of a Security may convert such Security into cash and Ordinary Shares equal to the Conversion Value in accordance with Section 10.14, if any of the following conditions are satisfied:

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(i)during any fiscal quarter of the Company (the “Quarter”) commencing on or after April 5, 2004, if the Ordinary Share Price for at least 20 Trading Days in the period of 30 consecutive Trading Days ending on the last Trading Day of the Quarter immediately preceding such Quarter (appropriately adjusted to take into account the occurrence, during such 30 consecutive Trading Day period, of any event requiring adjustment of the Conversion Price under this Indenture) is more than 120% of the Conversion Price on such 30th Trading Day;

(ii)such Security has been called for redemption by the Company pursuant to Section 3.01 and the redemption has not yet occurred, so long as the Holder surrenders such Security for conversion prior to the close of business on the date that is two Business Days prior to the applicable Redemption Date, even if the Security is not otherwise convertible at such time;

(iii)(A)during the five Trading Day period immediately after a period of five consecutive Trading Days in which the Trading Price of $1,000 principal amount of the Securities for each Trading Day in such five Trading Day period was less than 95% of the product of (x) the Ordinary Share Price on such Trading Day and (y) the Conversion Rate on such Trading Day;

(B)notwithstanding the foregoing, if on the date of any conversion pursuant to Section 10.01(a)(iii)(A), the Ordinary Share Price on such date is greater than the Conversion Price on such date but less than 120% of the Conversion Price on such date, then, for purposes of Section 10.14, the Conversion Value a Holder of Securities will be entitled to receive will be equal to the principal amount of the Securities held by such Holder plus accrued and unpaid interest (including Additional Interest, if any) as of the Conversion Date (such a conversion, a “Principal Value Conversion”);

(iv)the Company elects to (A) make a distribution to all holders of Ordinary Shares of rights, warrants or options entitling them to subscribe for or purchase (for a period commencing no earlier than the date of distribution and expiring not more than 60 days after the date of distribution) Ordinary Shares at a price less than the average Ordinary Share Price for the 10 Trading Days immediately preceding the date such distribution was first publicly announced; or

(B)make a distribution (other than in respect of a tender offer or exchange offer) to all holders of Ordinary Shares where the fair market value of such distribution per Ordinary Share (as determined by the Board

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of Directors, whose determination shall be conclusive evidence of such fair market value) exceeds 10% of the Ordinary Share Price on the Trading Day immediately preceding the date such distribution was first publicly announced that does not result in an adjustment to the Conversion Price or a right to receive cash pursuant to Section 10.05;

provided, that the Holder shall have no right to convert any Security pursuant to this Section 10.01(a)(iv) hereof if the Holder of a Security otherwise participates in the distribution described in this Section 10.01(a)(iv) on an as-converted basis solely into Ordinary Shares at the then applicable Conversion Price without conversion of such Holder’s Securities; provided, further, however, that Holders of Securities will have the right to do so only if the Company specifically so elects in connection with such transaction; or

(v)the Company reclassifies its Ordinary Shares or is party to a consolidation, merger, share exchange, sale of all or substantially all of its properties and assets or other similar transaction, in each case pursuant to which the Ordinary Shares are subject to conversion into cash, securities or other property from and after the effective date of such transaction until and including the date that is 30 days after the effective date of such transaction.

(b)In the case of Section 10.01(a)(iii), the Trustee shall have no obligation to determine the Trading Price of the Securities unless the Company has requested such determination in writing, and the Company shall have no obligation to make such request unless a Holder of the Securities provides the Company with reasonable evidence that the Trading Price of the Securities on any date would be less than 95% of the product of (x) the Ordinary Share Price on such date and (y) the Conversion Rate then in effect.  Upon receipt of such reasonable evidence, the Company shall instruct the Trustee in writing to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price of the Securities is greater than or equal to 95% of the product of the Ordinary Share Price and the Conversion Rate.  Neither the Trustee nor the Conversion Agent shall be under any duty or obligation to make the calculations described in Section 10.01(a)(iii) hereof or to determine whether the Securities are convertible pursuant to such Section.  The Company shall make the calculations described in Section 10.01(a)(iii) hereof using the Trading Price of the Securities provided by the Trustee, shall determine whether the Securities are convertible under Section 10.01(a)(iii) and shall advise the Trustee (or Conversion Agent, as the case may be) of any determination that the Securities are convertible under Section 10.01(a)(iii).

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(c)In the case of the foregoing Sections 10.01(a)(iv)(A) and 0, the Company shall cause a notice of such distribution to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities no later than 20 days prior to the Ex-Dividend Date for such distribution.  Once the Company has given such notice, Holders may surrender their Securities for conversion at any time thereafter until the earlier of the close of business on the Business Day prior to the Ex-Dividend Date or the Company’s announcement that such distribution will not take place.  The “Ex-Dividend Date” for any such issuance or distribution means the date immediately prior to the commencement of “ex-dividend” trading for such issuance or distribution on The New York Stock Exchange or such other national securities exchange or The Nasdaq Stock Market or similar system of automated dissemination of quotations of securities prices on which the Ordinary Shares is then listed or quoted.

(d)A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof.  Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security.

If a Security is called for redemption pursuant to Section 3.01, in order to convert such Security, the Holder must deliver the Security to the Conversion Agent (or, if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions in accordance with the Applicable Procedures) at any time prior to the close of business on the day that is two Business Days prior to the applicable Redemption Date for such Security (unless the Company shall default in paying the Redemption Price when due, in which case the conversion right shall terminate on the date such default is cured and such Security is redeemed).  A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice pursuant to Section 3.09 exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such Change in Control Repurchase Notice is withdrawn by a written notice of withdrawal delivered to the Paying Agent prior to the close of business on the Change in Control Repurchase Date in accordance with Section 3.10.

(e)A Holder of Securities is not entitled to any rights of a holder of Ordinary Shares until such Holder has converted its Securities into Ordinary Shares.

Section 10.02.  Conversion Procedure.

(a)To convert a Security, a Holder must (i) if the Security is in definitive form, complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (ii) if the Security is in definitive form, surrender the Security to the Conversion Agent,

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(iii) if the Security is in definitive form, furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 10.03 and (v) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Applicable Procedures.  The later of (x) the date on which the Holder satisfies all of the foregoing requirements and (y) the Determination Date is the “Conversion Date”.  As promptly as practicable after the Conversion Date, and in any event within four Business Days of the Determination Date, the Company shall deliver to the Holder through the Conversion Agent (1) cash in the amount calculated in accordance with Section 10.14, (2) the number of whole Ordinary Shares issuable upon the conversion and (3) cash in lieu of any fractional shares pursuant to Section 10.14.

(b)The Person in whose name the Security is registered shall be deemed to be a stockholder of record on the Conversion Date; provided that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the Ordinary Shares upon such conversion as the record holder or holders of such Ordinary Shares on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such Ordinary Shares as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed.  Upon conversion of a Security, such Person shall no longer be a Holder of such Security.

(c)No payment or adjustment will be made for accrued but unpaid interest (including Additional Interest, if any) on a converted Security or for dividends or distributions on Ordinary Shares issued upon conversion of a Security (provided that the Ordinary Shares received upon conversion of Securities shall continue to accrue Additional Interest, as applicable, in accordance with the Registration Rights Agreement and shall be entitled to receive, at the next interest payment date, any accrued but unpaid Additional Interest with respect to the converted Securities).  The Company shall not adjust the Conversion Price to account for the accrued but unpaid interest.  Nonetheless, if Securities are converted after the close of business on a regular record date and prior to the opening of business on the next interest payment date, including the Stated Maturity, Holders of such Securities at the close of business on such regular record date shall receive the accrued but unpaid interest (including Additional Interest, if any) payable on such Securities on the corresponding interest payment date notwithstanding the conversion.  In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the accrued but

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unpaid interest (including Additional Interest, if any) payable on such interest payment date on the portion so converted.  If such payment does not accompany such Security, the Security shall not be converted; provided that no such check shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date.  If the Company defaults in the payment of interest (including Additional Interest, if any) payable on the interest payment date, the Conversion Agent shall repay such funds to the Holder.

(d)Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Section 10.03.  Taxes on Conversion.  If a Holder converts a Security, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the Ordinary Shares issuable upon such conversion.  However, the Holder shall pay any tax which is due because the Holder requests the shares to be issued in a name other than the Holder’s name.  The Conversion Agent may refuse to deliver the certificates representing the Ordinary Shares being issued in a name other than the Holder’s name until the Conversion Agent receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the Holder’s name.  Nothing herein shall preclude any tax withholding required by law or regulations.

Section 10.04.  Company to Provide Stock.  The Company shall, prior to issuance of any Securities hereunder, and from time to time as may be necessary, reserve, out of its authorized but unissued Ordinary Shares, a sufficient number of Ordinary Shares to permit the conversion of all outstanding Securities into Ordinary Shares.  The certificates representing the Ordinary Shares issued upon conversion of Transfer Restricted Securities shall bear a legend substantially in the following form:

“THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, OR THE “SECURITIES ACT”, AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM

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THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF KERZNER INTERNATIONAL LIMITED (THE “COMPANY”) THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM 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, (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (IV) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

The Company covenants that all Ordinary Shares delivered upon conversion of the Securities shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free of any lien or adverse claim.

The Company will endeavor promptly to comply with all applicable federal and state securities laws regulating the offer and delivery of Ordinary Shares upon conversion of Securities and will list or cause to have quoted such Ordinary Shares on each national securities exchange or in the over-the-counter market or such other market on which the Ordinary Shares are then listed or quoted.

Section 10.05.  Adjustment of Conversion Price.  The Conversion Price shall be adjusted (without duplication) from time to time by the Company as follows:

(a)In case the Company shall (i) pay a dividend or other distribution in Ordinary Shares to all holders of Ordinary Shares, (ii) subdivide its outstanding Ordinary Shares into a greater number of shares or (iii) combine its outstanding

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Ordinary Shares into a smaller number of shares, the Conversion Price shall be adjusted so that the Holder of any Security thereafter surrendered for conversion shall be entitled to receive the number of Ordinary Shares which it would have owned or been entitled to receive had such Security been converted immediately prior to the happening of such event.  For the purposes of calculating the Conversion Price adjustment pursuant to this Section 10.05(a), Holders of a Security shall be treated as if they had the right to convert the Security solely into Ordinary Shares at the then applicable Conversion Price.  An adjustment made pursuant to this Section 10.05(a) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of subdivision, combination or reclassification.

(b)In case the Company shall issue to all holders of Ordinary Shares rights, warrants or options entitling such holders (for a period commencing no earlier than the date of distribution and expiring not more than 60 days after the date of distribution) to subscribe for or purchase Ordinary Shares (or securities convertible into Ordinary Shares) at a price per share less than the average Ordinary Share Price for the 10 Trading Days immediately preceding the date the distribution of such rights, warrants or options was first publicly announced by the Company, the Conversion Price shall be decreased so that the Conversion Price shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the record date for such issue by a fraction,

(i)the numerator of which shall be the number of Ordinary Shares outstanding on such date of public announcement, plus the number of shares which the aggregate subscription or purchase price for the total number of Ordinary Shares offered by the rights, warrants or options so issued (or the aggregate conversion price of the convertible securities offered by such rights, warrants or options) would purchase at such average Ordinary Share Price, and

(ii)the denominator of which shall be the number of Ordinary Shares outstanding on such date of public announcement plus the number of additional Ordinary Shares offered by such rights, warrants or options (or into which the convertible securities so offered by such rights, warrants or options are convertible).

Such adjustment shall be made successively whenever any such rights, warrants or options are issued, and shall become effective immediately after such record date.  If at the end of the period during which such rights, warrants or options are exercisable not all rights, warrants or options shall have been exercised, the adjusted Conversion Price shall be immediately readjusted to what it would have been upon application of the foregoing adjustment substituting the

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number of additional Ordinary Shares actually issued (or the number of Ordinary Shares issuable upon conversion of convertible securities actually issued) for the total number of Ordinary Shares offered (or convertible securities offered).

(c)In case the Company shall distribute to all holders of Ordinary Shares any shares of Capital Stock of the Company (other than Ordinary Shares) or evidences of its indebtedness, other securities or other assets, or shall distribute to all holders of Ordinary Shares, rights, warrants or options to subscribe for or purchase any of its securities (excluding (i) those rights, options and warrants referred to in Section 10.05(b); (ii) those dividends, distributions, subdivisions and combinations referred to in Section 10.05(a); and (iii) those dividends and distributions paid in cash referred to in Section 10.05(e)), then in each such case the Conversion Price shall be decreased so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction,

(i)the numerator of which shall be the Market Price on the record date for the determination of holders of Ordinary Shares entitled to receive such distribution less the fair market value on such record date (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value) of the portion of the Capital Stock or evidences of indebtedness, securities or assets so distributed or of such rights, warrants or options, in each case applicable to one Ordinary Share, and

(ii)the denominator of which shall be the Market Price on such record date,

such adjustment to become effective immediately after the record date for such distribution; provided that if the numerator of the foregoing fraction is less than $1.00 (including a negative amount), then in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon conversion, in addition to the cash and Ordinary Shares issuable upon such conversion, the distribution such Holder would have received had such Holder converted its Security solely into Ordinary Shares at the then applicable Conversion Price immediately prior to the record date for such distribution.

(d)In case the Company or any Subsidiary of the Company makes a payment to holders of Ordinary Shares in respect of a tender or exchange offer of consideration per Ordinary Share having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board of Directors) that as of the last time (the “Expiration Time”) tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended) exceeds the Ordinary Share Price on the Trading

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Day next succeeding the Expiration Time, the Conversion Price shall be decreased so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the Expiration Time by a fraction,

(i)the numerator of which shall be the number of Ordinary Shares outstanding (including any tendered or exchanged shares) at the Expiration Time multiplied by the Ordinary Share Price on the Trading Day next succeeding the Expiration Time, and

(ii)the denominator of which shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to holders of Ordinary Shares based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all Ordinary Shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted up to any such maximum being referred to as the “Purchased Shares”) and (y) the product of the number of Ordinary Shares outstanding (less any Purchased Shares) at the Expiration Time and the Ordinary Share Price on the Trading Day next succeeding the Expiration Time,

such adjustment to become effective immediately prior to the opening of business on the day following the Expiration Time.  If the Company is obligated to purchase shares pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price that would then be in effect if such tender or exchange offer had not been made.

(e)In case the Company shall declare a cash dividend or cash distribution to all or substantially all of the holders of Ordinary Shares, the Conversion Price shall be decreased so that the Conversion Price shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the record date for such dividend or distribution by a fraction,

(i)the numerator of which shall be the average of the Ordinary Share Price for the three consecutive Trading Days ending on the Trading Day immediately preceding the record date for such dividend or distribution (the “Pre-Dividend Sale Price”), minus the full amount of such cash dividend or cash distribution applicable to one Ordinary Share, and

(ii)the denominator of which shall be the Pre-Dividend Sale Price,

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such adjustment to become effective immediately after the record date for such dividend or distribution; provided that if the numerator of the foregoing fraction is less than $1.00 (including a negative amount), then in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon conversion, in addition to the cash and Ordinary Shares issuable upon such conversion, the amount of cash such Holder would have received had such Holder converted its Security solely into Ordinary Shares at the then applicable Conversion Price immediately prior to the record date for such cash dividend or cash distribution.  If such cash dividend or cash distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price that would then be in effect if such dividend or distribution had not been declared.

(f)In case of a tender or exchange offer made by a Person other than the Company or any Subsidiary of the Company for an amount that increases the offeror’s ownership of Ordinary Shares to more than twenty-five percent (25%) of the Ordinary Shares outstanding and shall involve the payment by such Person of consideration per Ordinary Share having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive, and described in a resolution of the Board of Directors) that as of the last time (the “Offer Expiration Time”) tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended) exceeds the Ordinary Share Price on the Trading Day next succeeding the Offer Expiration Time, and in which, as of the Offer Expiration Time the Board of Directors is not recommending rejection of the offer, the Conversion Price shall be decreased so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the Offer Expiration Time by a fraction,

(i)the numerator of which shall be the number of Ordinary Shares outstanding (including any tendered or exchanged shares) at the Offer Expiration Time multiplied by the Ordinary Share Price on the Trading Day next succeeding the Offer Expiration Time, and

(ii)the denominator of which shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to holders of Ordinary Shares based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Offer Expiration Time (the shares deemed so accepted up to any such maximum being referred to as the “Accepted Purchased Shares”) and (y) the product of the number of Ordinary Shares outstanding (less any Accepted Purchased Shares) at the Offer Expiration Time and the Ordinary Share Price on the Trading Day next succeeding the Offer Expiration Time,

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such adjustment to become effective immediately prior to the opening of business on the day following the Offer Expiration Time.  If such Person is obligated to purchase shares pursuant to any such tender or exchange offer, but such Person is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price that would then be in effect if such tender or exchange offer had not been made.  Notwithstanding the foregoing, the adjustment described in this Section 10.05(f) shall not be made if, as of the Offer Expiration Time, the offering documents with respect to such offer disclose a plan or intention to cause the Company to engage in any transaction described in Article 5.

(g)In any case in which this Section 10.05 shall require that an adjustment be made immediately following a record date established for purposes of this Section 10.05, the Company may elect to defer (but only until five Business Days following the filing by the Company with the Trustee of the certificate described in Section 10.09) issuing to the holder of any Security converted after such record date the cash, Ordinary Shares and other Capital Stock of the Company issuable upon such conversion over and above the cash, Ordinary Shares and other Capital Stock of the Company issuable upon such conversion only on the basis of the Conversion Price prior to adjustment; and, in lieu of the cash and shares the issuance of which is so deferred, the Company shall issue or cause its transfer agents to issue due bills or other appropriate evidence of the right to receive such shares.

(h)Before taking any action which would cause an adjustment decreasing the Conversion Price so that the Ordinary Shares issuable upon conversion of the Securities would be issued for less than the par value of such Ordinary Shares, the Company will take all corporate action which may be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of such Ordinary Shares at such adjusted Conversion Price.

Section 10.06.  No Adjustment.  No adjustment in the Conversion Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Conversion Price as last adjusted; provided that any adjustments which by reason of this Section 10.06 are not required to be made shall be carried forward and taken into account in any subsequent adjustment.  All calculations under this Article 10 shall be made to the nearest cent, with one-half cent rounded up, or to the nearest ten thousandth (0.0001) of a share, with each five hundred thousandth (0.00005) of a share being rounded up, as the case may be.

Except as provided in this Indenture, the Conversion Price will not be adjusted for the issuance of Ordinary Shares (or securities convertible into or exchangeable for Ordinary Shares).  No adjustment need be made except as described in Section 10.05.  For the avoidance of doubt, no adjustment need be

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made upon the issuance of Ordinary Shares under any present or future employee benefits plan or program of the Company.

No adjustment need be made for a change in the par value or a change to no par value of the Ordinary Shares.

To the extent that the Securities become convertible into cash, no adjustment need be made thereafter as to the cash.  Interest will not accrue on the cash.

Section 10.07.  Equivalent Adjustments.  If, as a result of an adjustment made pursuant to Section 10.05 above, the Holder of any Security thereafter surrendered for conversion shall become entitled to receive any shares of Capital Stock of the Company other than Ordinary Shares, thereafter the Conversion Price of such other shares so receivable upon conversion of any Securities shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Ordinary Shares contained in this Article 10.

Section 10.08.  Adjustment for Tax Purposes.  The Company shall be entitled to make such reductions in the Conversion Price, in addition to those required by Section 10.05, as the Board of Directors in its discretion shall determine to be advisable in order that any stock dividends, subdivisions of shares, distributions of rights to purchase stock or other securities, or distributions of securities convertible into or exchangeable for stock hereafter made by the Company to its holders of Ordinary Shares shall not be taxable to such holders.

Section 10.09.  Notice of Adjustment.  Whenever the Conversion Price is adjusted, or Holders become entitled to other securities or due bills, the Company shall promptly mail to Holders a notice of the adjustment and file with the Trustee an Officers’ Certificate briefly stating the facts requiring the adjustment and the manner of computing it.  The certificate shall be conclusive evidence of the correctness of such adjustment, absent manifest error, and the Trustee may conclusively assume that, unless and until such certificate is received by it, no such adjustment is required.

Section 10.10.  Notice of Certain Transactions.In case:

(a)the Company shall declare a dividend (or any other distribution) on the Ordinary Shares; or

(b)the Company shall authorize the granting to the holders of Ordinary Shares of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or

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(c)of any reclassification of the Ordinary Shares of the Company (other than a subdivision or combination of its outstanding Ordinary Shares, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, or share exchange to which the Company is a party and for which approval of any holders of Ordinary Shares is required, or of the sale or transfer of all or substantially all of the properties and assets of the Company; or

(d)of the voluntary or involuntary dissolution, liquidation or winding-up of the Company;

the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities at its address appearing on the list provided for in Section 2.05, as promptly as possible but in any event at least ten days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Ordinary Shares of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Ordinary Shares of record shall be entitled to exchange their Ordinary Shares for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up.  Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.

Section 10.11.  Effect of Reclassification, Consolidation, Merger, Share Exchange or Sale on Conversion Privilege.  If any of the following shall occur, namely:  (i) any reclassification or change of outstanding Ordinary Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (ii) any consolidation, combination, merger or share exchange to which the Company is a party other than a merger in which the Company is the resulting or surviving corporation and which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding Ordinary Shares; or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company, then the Company, or such successor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, share exchange, sale or conveyance, execute and deliver to the Trustee a supplemental indenture

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providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of cash, securities or other property receivable upon such reclassification, change, consolidation, merger, share exchange, sale or conveyance by a holder of the number of Ordinary Shares deliverable upon conversion of such Security solely into Ordinary Shares at the then applicable Conversion Price immediately prior to such reclassification, change, consolidation, merger, share exchange, sale or conveyance.  Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 10.  If, in the case of any such consolidation, merger, share exchange, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Ordinary Shares includes shares of Capital Stock or other securities and property of a corporation other than the successor or purchasing corporation, as the case may be, in such consolidation, merger, share exchange, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing.  The provision of this Section 10.11 shall similarly apply to successive consolidations, mergers, share exchanges, sales or conveyances.  Notwithstanding the foregoing, a distribution by the Company to all or substantially all holders of Ordinary Shares for which an adjustment to the Conversion Price or provision for conversion of the Securities may be made pursuant to Section 10.05 shall not be deemed to be a sale or conveyance of all or substantially all of the properties and assets of the Company for purposes of this Section 10.11.

In the event the Company shall execute a supplemental indenture pursuant to this Section 10.11, the Company shall promptly file with the Trustee an Opinion of Counsel stating that such supplemental indenture is authorized or permitted by this Indenture and an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or other property receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, consolidation, merger, share exchange, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with.

Section 10.12.  Trustee’s Disclaimer.  The Trustee has no duty to determine when an adjustment under this Article 10 should be made, how it should be made or what adjustment should be made, but may accept as conclusive evidence of the correctness of any such adjustment, and shall be fully protected in relying upon, the Officers’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 10.09.  The Trustee shall not be accountable for and makes no representation as to the validity or value of any

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securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company’s failure to comply with any provisions of this Article 10.  Each Conversion Agent (other than the Company or an Affiliate of the Company) shall have the same protection under this Section 10.12 as the Trustee.

The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 10.11, but may accept as conclusive evidence of the correctness thereof, and shall be protected in relying upon, the Officers’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 10.11.

Section 10.13.  Voluntary Reduction.The Company from time to time may reduce the Conversion Price by any amount for any period of time if such period is at least 20 Trading Days or such longer period as may be required by law and if the reduction is irrevocable during such period; if the Board of Directors determines, in good faith, that such decrease would be in the best interests of the Company; provided that in no event may the Conversion Price be less than the par value of a Ordinary Share. Any such determination by the Board of Directors shall be conclusive.

Section 10.14.  Conversion Value of Securities Tendered.

(a)Subject to certain exceptions described in Sections 10.01(a)(iii) and 10.01(a)(iv), Holders tendering the Securities for conversion shall be entitled to receive, upon conversion of such Securities, cash and Ordinary Shares, the value of which (the “Conversion Value”) shall be equal to the product of:

(i)(A) the aggregate principal amount of Securities to be converted divided by 1,000 multiplied by (B) the then applicable Conversion Rate; and

(ii)the average of the Ordinary Share Prices for the ten consecutive Trading Days (appropriately adjusted to take into account the occurrence during such period of stock splits, stock dividends and similar events) beginning on the second Trading Day immediately following the day the Securities are tendered for conversion (the “Ten Day Average Closing Share Price”); provided that if the Ordinary Shares are not listed on The New York Stock Exchange, then the Ten Day Average Closing Share Price shall be determined by the Company by reference to the Ordinary Share Price as reported by NASDAQ.

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(b)Subject to certain exceptions described below and under Sections 10.01(a)(iii) and 10.01(a)(iv), the Company shall deliver the Conversion Value to converting holders as follows:

(i)an amount in cash (the “Principal Return”) equal to the lesser of (a) the Conversion Value of the Securities to be converted and (b) the aggregate principal amount of the Securities to be converted;

(ii)if the Conversion Value of the Securities to be converted is greater than the Principal Return, an amount in whole shares (the “Net Shares”), determined as set forth below, equal to such aggregate Conversion Value less the Principal Return (the “Net Share Amount”); and

(iii)an amount paid in cash, determined as set forth below, in lieu of any fractional Ordinary Shares.

The number of Net Shares to be paid shall be determined by dividing the Net Share Amount by the Ten Day Average Closing Share Price.  Holders of Securities will not receive fractional shares upon conversion of Securities.  In lieu of fractional shares, Holders will receive cash for the value of the fractional shares, which cash payment shall be based on the Ten Day Average Closing Share Price.

The Conversion Value, Principal Return, number of Net Shares and Net Share Amount shall be determined by the Company at the end of the ten consecutive Trading Day period beginning on the second Trading Day immediately following the day the Securities are tendered for conversion (the “Determination Date”).

(c)The Company shall pay the Principal Return and cash for fractional shares and deliver the Net Shares, if any, as promptly as practicable after the Determination Date, but in no event later than four Business Days thereafter.  Except as provided in Section 10.02(c), delivery of the Principal Return, Net Shares and cash in lieu of fractional shares shall be deemed to satisfy the Company’s obligation to pay the principal amount of a converted Security and accrued but unpaid interest (including Additional Interest, if any) thereon.  Any accrued interest (including Additional Interest, if any) payable on a converted Security shall be deemed paid in full rather than canceled, extinguished or forfeited.

(d)Neither the Trustee nor the Conversion Agent has any duty to determine or calculate the Conversion Value, Principal Return, number of Net Shares, the Net Share Amount or any other computation required under this Article 10, all of which shall be determined by the Company (or the Trustee, as

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the case may be) in accordance with the provisions of this Indenture, and the Trustee and Conversion Agent shall not be under any responsibility to determine the correctness of any such determinations and/or calculations and may conclusively rely on the correctness thereof.

Section 10.15.  Simultaneous Adjustments.  In the event that this Article 10 requires adjustments to the Conversion Price under more than one of Sections 10.05(a) and (c), and the record dates for the distributions giving rise to such adjustments shall occur on the same date, then such adjustments shall be made by applying, first, the provisions of Section 10.05(c), as applicable, and, second, the provisions of Section 10.05(a).  If more than one event requiring adjustment pursuant to Section 10.05 shall occur before completing the determination of the Conversion Price for the first event requiring such adjustment, then the Board of Directors (whose determination shall, if made in good faith, be conclusive) shall make such adjustments to the Conversion Price (and the calculation thereof) after giving effect to all such events as shall preserve for Holders the Conversion Price protection provided in Section 10.05.

ARTICLE 11
SUBORDINATION

Section 11.01.  Securities Subordinated to Senior Debt.   The Company 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 Company (including pursuant to Section 3.09) is subordinated, to the extent and in the manner provided in this Article 11, to the prior payment in full in Cash or Cash Equivalents of all Senior Debt of the Company, and that these subordination provisions are for the benefit of the holders of Senior Debt.

This Article 11 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 11.02 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 Company on account of the principal of, premium, if any, or interest or Additional Interest 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, (i) upon the

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maturity of any Senior Debt of the Company 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 Company 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 Company which is an obligor under such Senior Debt on account of the principal of, premium, if any or interest or Additional Interest or Additional Amounts on the Securities, including any repurchases of Securities and rescission payments; 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 Company 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 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.

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(c)In furtherance of the provisions of Section 11.01, in the event that, notwithstanding the foregoing provisions of this Section 11.02 or the provisions of Section 11.03, any payment or distribution of assets 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 11.03  Securities Subordinated to Prior Payment of All Senior Debt on Dissolution, Liquidation or Reorganization.  Upon any distribution of assets of the Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Company, 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 Company 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 Additional Interest 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; and

(b)any payment or distribution of assets of the Company 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) to which the Holders or the Trustee on behalf of the Holders would be entitled (by set-off or otherwise), 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.

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Section 11.04  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 Company 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 Company 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 Company, which otherwise would have been made to the Holders shall, as between the Company and the Holders, be deemed to be payment by the Company or on account of such Senior Debt, it being understood that the provisions of this Article 11 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 11 shall have been applied, pursuant to the provisions of this Article 11, to the payment of amounts payable under Senior Debt of the Company, 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 11.05 Obligations of the Company Unconditional.  Nothing contained in this Article 11 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company 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 Additional Interest 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 Company 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 11 and under the proviso to Section 6.02, of the holders of Senior Debt in respect of cash, property or securities of the Company received upon the exercise of any such remedy or otherwise.  Notwithstanding anything to the contrary in this Article 11 or elsewhere in this Indenture or in the Securities, upon any distribution of assets of the Company referred to in this Article 11, the Trustee, subject to the provisions of Sections 6.01 and 6.02, 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

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in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 11 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 11.  Nothing in this Section 11.05 shall apply to the claims of, or payments to, the Trustee under or pursuant to Section 7.07.

Section 11.06 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 Company 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 7.01 and 7.02, shall be entitled in all respects conclusively to assume that no such fact exists.  The Company shall give prompt written notice to the Trustee of any fact actually known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities.

Section 11.07 Application by Trustee of Assets Deposited with It.  Amounts deposited in trust with the Trustee pursuant to and in accordance with Article 8 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 11.  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 11.01, 11.02, 11.03 and 11.04; 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 11.06, 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 11.08 Subordination Rights Not Impaired by Acts or Omissions of the Company 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 11 shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company

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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 Company, all without affecting the liabilities and obligations of the parties to this Indenture or the Holders.  The 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 11 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 11.09 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 11 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 Company (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 Company) 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 11.10 Right of Trustee to Hold Senior Debt.  The Trustee shall be entitled to all of the rights set forth in this Article 11 in respect of any Senior Debt

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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 11.11 Article 11 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 11 shall not be construed as preventing the occurrence of a Default or an Event of Default under Section 7.01 or in any way limit the rights of the Trustee or any Holder to pursue any other rights or remedies with respect to the Securities.

Section 11.12 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 Company or any other Person, cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of this Article 11 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 11, 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 11.12 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 12
MISCELLANEOUS

Section 12.01.  Trust Indenture Act Controls.  If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control.

Section 12.02.  Notices.  Any request, demand, authorization, notice, waiver, consent or communication shall be in writing, in the English language and delivered in person or mailed by first-class mail, postage prepaid, addressed as follows, or transmitted by facsimile transmission to the following facsimile numbers:

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if to the Company, to:

Kerzner International Limited
Coral Towers
Paradise Island, The Bahamas
Attention: General Counsel
Facsimile No.: (    )    -

if to the Trustee, to:

The Bank of New York Trust Company, N.A.
10161 Centurion Parkway
Jacksonville, Florida  32256,
Attention: Corporate Trust Division
Facsimile No.: (904) 645-1921

The Company or the Trustee by notice given to the other in the manner provided above may designate additional or different addresses for subsequent notices or communications.  Any notice or communication to the Company 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 him 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.

If the Company mails a notice or communication to the Holders, it shall mail a copy to the Trustee and each Registrar, Paying Agent, Conversion Agent or co-registrar.

Section 12.03.  Communication by Holders with Other Holders.  Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Securities.  The Company, the Trustee, the Registrar, the Paying Agent, the Conversion Agent and anyone else shall have the protection of TIA Section 312(c).

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Section 12.04.  Certificate and Opinion as to Conditions Precedent.  Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee:

(a)an Officers’ Certificate 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

(b)an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such eligible and qualified Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous.  Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating the information on which counsel is relying unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 12.05.  Statements Required in Certificate or Opinion.  Each Officers’ Certificate or Opinion of Counsel with respect to compliance with a covenant or condition provided for in this Indenture shall include:

(a)a statement that each person making such Officers’ Certificate or Opinion of Counsel has read such covenant or condition;

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(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such Officers’ Certificate or Opinion of Counsel are based;

(c)a statement that, in the opinion of each such person, he has made such examination or investigation as is necessary to enable such person to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d)a statement that, in the opinion of such person, such covenant or condition has been complied with.

Section 12.06.  Separability Clause.  In case any provision in this Indenture or in the Securities 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 12.07.  Rules by Trustee, Paying Agent, Conversion Agent and Registrar.  The Trustee may make reasonable rules for action by or a meeting of Holders.  The Registrar, the Conversion Agent and the Paying Agent may make reasonable rules for their functions.

Section 12.08.  Legal Holidays.  A “Legal Holiday” is any day other than a Business Day.  If any specified date (including a date for giving notice) is a Legal Holiday, the action shall be taken on the next succeeding day that is not a Legal Holiday, and, if the action to be taken on such date is a payment in respect of the Securities, no interest (including Additional Interest, if any), shall accrue for the intervening period.

Section 12.09.  Governing Law.  THIS INDENTURE AND EACH SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 12.10.  No Adverse Interpretation of Other Agreements.  This Indenture may not be used to interpret another indenture, loan or debt agreement of any of the Company or any of its Subsidiaries.  Any such indenture, loan or debt agreement may not be used to interpret this Indenture..

Section 12.11.  No Recourse Against Others.  A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any Obligations of the Company under the Securities or for any claim based on, in

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respect of or by reason of such Obligations or their creation.  By accepting a Security, each Holder shall waive and release all such liability.  The waiver and release shall be part of the consideration for the issue of the Securities.

Section 12.12.  Successors.  All agreements of the Company in this Indenture and the Securities shall bind its successor.  All agreements of the Trustee in this Indenture shall bind its successor.

Section 12.13.  Multiple Originals.  This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

Section 12.14.  Table of Contents and Headings.  The Table of Contents and the headings of the Articles or Sections of this Indenture have been inserted for convenience of reference only, are not to be considered as part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

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IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Indenture on behalf of the respective parties hereto as of the date first above written.

KERZNER INTERNATIONAL LIMITED
By:	/s/ John R. Allison
	Name: John R. Allison
	Title: Executive Vice President—Chief Financial Officer
THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
By:	/s/ Craig A. Kaye
	Name: Craig A. Kaye
	Title: Assistant Treasurer

EXHIBIT A

[FORM OF FACE OF GLOBAL SECURITY]

[Transfer Restricted Securities Legend – Include only on Transfer Restricted Securities]

[THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, OR THE “SECURITIES ACT”, AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF KERZNER INTERNATIONAL LIMITED (THE “COMPANY”) THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM 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, (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (IV) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

THE FOREGOING LEGEND MAY BE REMOVED FROM THE SECURITY ON SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]

[Global Securities Legend – Include only on Global Securities]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF

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TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]

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KERZNER INTERNATIONAL LIMITED

2.375% Convertible Senior Subordinated Notes due 2024

No.:	CUSIP:  [                  ] *
Issue Date:	Principal Amount:

KERZNER INTERNATIONAL LIMITED, an international business company organized under the laws of the Commonwealth of The Bahamas , promises to pay to [Cede & Co.]** or registered assigns, [the principal amount of              ] [the principal amount as set forth on Schedule I hereto]**, on April 15, 2024, subject to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.  This Security is convertible as specified on the other side of this Security.

Interest Payment Dates: April 15 and October 15, commencing October 15, 2004.

Record Dates: April 1 and October 1, commencing October 1, 2004.

KERZNER INTERNATIONAL LIMITED
By:
	Name:
	Title:

*For Rule 144A Global Security only

**Include only on Global Security

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TRUSTEE’S CERTIFICATE OF AUTHENTICATION

The Bank of New York Trust Company, N.A., as Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture.

By:
	Authorized Signatory

Dated:

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[FORM OF REVERSE SIDE OF NOTE]

KERZNER INTERNATIONAL LIMITED

2.375% Convertible Senior Subordinated Notes due 2024

(1)Interest.

This Security will bear interest from April 5, 2004 or from the most recent date to which interest has been paid or duly provided for, semi-annually in arrears on April 15 and October 15 of each year, subject to Section 12.08 of the Indenture, commencing October 15, 2004.  This Security will bear interest at a rate of 2.375% per annum.  The Company will pay interest on any overdue principal amount at the interest rate borne by the Securities at the time such interest on the overdue principal amount accrues, compounded semi-annually, and it shall pay interest on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same interest rate, compounded semi-annually.  Interest (including Additional Interest, if any) on the Securities will be computed on the basis of a 360-day year comprised of twelve 30-day months.

(2)Method of Payment.

The Company will pay interest (including Additional Interest, if any) on this Security to the Person who is the registered Holder of this Security at the close of business on April 1 or October 1, as the case may be, immediately preceding the related interest payment date.  Subject to the terms and conditions of the Indenture, the Company will make payments in respect of the Redemption Price, Repurchase Price, Change in Control Repurchase Price and the principal amount at Stated Maturity, as the case may be, to the Holder who surrenders a Security to a Paying Agent to collect such payments in respect of the Security.  The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts.  However, the Company may pay interest (including Additional Interest, if any), the Redemption Price, Repurchase Price, Change in Control Repurchase Price and the principal amount at Stated Maturity, as the case may be, to a Holder holding Securities in definitive form by check or wire payable in such money; provided that a Holder holding Securities in definitive form with an aggregate principal amount in excess of $1,000,000 may request payment by wire transfer in immediately available funds to an account in North America at the election of such Holder.  The Company may mail an interest check to the Holder’s registered address.  Notwithstanding the foregoing, so long as this Security is registered in the name of a Depositary or its nominee, all payments hereon shall be made by

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wire transfer of immediately available funds to the account of the Depositary or its nominee.

(3)Paying Agent, Conversion Agent and Registrar.

Initially, The Bank of New York Trust Company, N.A. (the “Trustee”) will act as Paying Agent, Conversion Agent and Registrar.  The Company may appoint and change any Paying Agent, Conversion Agent or Registrar without notice, other than notice to the Trustee; provided that the Company will maintain at least one Paying Agent having an office or agency in the State of New York, City of New York, Borough of Manhattan, which shall initially be an office or agency of the Trustee.  The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent or Registrar.

(4)Indenture.

The Company issued the Securities under an Indenture dated as of April 5, 2004 (the “Indenture”), between the Company and the Trustee.  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 of 1939, as in effect from time to time (the “TIA”).  Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture.  The Securities are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms.

The Securities are unsecured senior subordinated obligations of the Company limited to up to $230,000,000 aggregate principal amount (which shall include the option of Deutsche Bank Securities Inc., as representative of the Initial Purchasers, to purchase up to $30,000,000 aggregate principal amount of additional Securities).  The Indenture does not limit other indebtedness of the Company, secured or unsecured.

(5)Redemption at the Option of the Company.

No sinking fund is provided for the Securities.  Beginning on April 21, 2014 and during the periods thereafter to maturity, the Securities are redeemable as a whole at any time, or in part from time to time, in any integral multiple of $1,000, at the option of the Company for cash at a Redemption Price equal to 100% of the principal amount, together with accrued but unpaid interest (including Additional Interest, if any) thereon, up to but not including the Redemption Date; provided that, if the Redemption Date is between the close of business on an interest record date and the opening of business on the related interest payment date, interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant interest record date.

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Notice of redemption pursuant to paragraph 5 of this Security will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of Securities to be redeemed at the Holder’s registered address.  If money sufficient to pay the Redemption Price of all Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 11:00 a.m., New York City time, on the Redemption Date, immediately after such Redemption Date, interest (including Additional Interest, if any) shall cease to accrue on such Securities or portions thereof.  Securities in denominations larger than $1,000 of principal amount may be redeemed in part but only in integral multiples of $1,000 of principal amount.

(6)Repurchase By the Company at the Option of the Holder on Specified Dates; Repurchase at the Option of the Holder Upon a Change in Control.

Subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase, at the option of the Holder, all or a portion of the Securities held by such Holder, in any integral multiple of $1,000, on April 15, 2014 and 2019 (each, a “Repurchase Date”), for cash at a price per Security equal to 100% of the aggregate principal amount of the Security (the “Repurchase Price”), together with accrued but unpaid interest (including Additional Interest, if any) thereon, up to but not including the Repurchase Date upon delivery of a Repurchase Notice containing the information set forth in the Indenture, together with the Securities subject thereto, at any time from the opening of business on the date that is 30 Business Days prior to such Repurchase Date until the close of business on the Business Day prior to such Repurchase Date, and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture.

At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase the Securities held by such Holder after the occurrence of a Change in Control of the Company for a Change in Control Repurchase Price equal to 100% of the principal amount thereof plus accrued but unpaid interest (including Additional Interest, if any) thereon, up to but not including the Change in Control Repurchase Date which Change in Control Repurchase Price shall be paid in cash (provided that if the Change in Control Repurchase Date is between the close of business on an interest record date and the opening of business on the related interest payment date, accrued but unpaid interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date).  Holders have the right to withdraw any Change in Control Repurchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

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If cash sufficient to pay the Repurchase Price or Change in Control Repurchase Price, as the case may be, and accrued but unpaid interest (including Additional Interest, if any) on all Securities or portions thereof to be repurchased as of the Repurchase Date or the Change in Control Repurchase Date, as the case may be, is held by the Paying Agent by 11:00 a.m., New York City time, on the Business Day immediately following the Repurchase Date or the Change in Control Repurchase Date, interest (including Additional Interest, if any) shall cease to accrue on such Securities (or portions thereof) as of such Repurchase Date or Change in Control Repurchase Date, and the Holder thereof shall have no other rights as such, other than the right to receive the Repurchase Price or Change in Control Repurchase Price, as the case may be, and interest (including Additional Interest, if any) upon surrender of such Security.

(7)Conversion.

Upon satisfaction of the conditions set forth in Section 10.01(a) of the Indenture, a Holder of a Security may convert any portion of the principal amount of any Security that is an integral multiple of $1,000 into cash and fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/10000th of a share) of Ordinary Shares in accordance with the provisions of Section 10.14 of the Indenture; provided that if such Security is called for redemption, the conversion right will terminate at the close of business on the second Business Day immediately preceding the Redemption Date of such Security (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed).  Such conversion right shall commence on the initial issuance date of the Securities and expire at the close of business on the Business Day immediately preceding the date of maturity, subject, in the case of conversion of any Global Security, to any Applicable Procedures.  The Conversion Price shall, as of the date of the Indenture, initially be $58.24 per Ordinary Share.  The Conversion Rate shall, as of the date of the Indenture, initially be approximately 17.1703.  The Conversion Price and Conversion Rate will be adjusted under the circumstances specified in the Indenture.  Upon conversion, no adjustment for interest (including Additional Interest, if any) or dividends will be made.  No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the Ten Day Average Closing Share Price (as defined in the Indenture).  Except as provided in Section 10.02(c) of the Indenture, delivery of the Principal Return, Net Shares and cash in lieu of fractional shares shall be deemed to satisfy the Company’s obligation to pay the principal amount of a converted Security and accrued but unpaid interest (including Additional Interest, if any) thereon.  Any accrued interest (including Additional Interest, if any) payable on a converted Security will be deemed paid in full, rather than canceled, extinguished or forfeited.

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To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or other tax, if required and (e) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Applicable Procedures.  If a Holder surrenders a Security for conversion between the close of business on the record date for the payment of an installment of interest and the opening of business on the related interest payment date, the Security must be accompanied by payment of an amount equal to the interest (including Additional Interest, if any) payable on such interest payment date on the principal amount of the Security or portion thereof then converted; provided that no such payment shall be required if such Security has been called for redemption on a Redemption Date within the period between close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date.  A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof.

A Security in respect of which a Holder has delivered a Change of Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security as provided in Section 3.09 of the Indenture may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture.

(8)Denominations; Transfer; Exchange.

The Securities are in fully registered form, without coupons, in denominations of $1,000 of principal amount and integral multiples of $1,000.  A Holder may transfer 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 transfer or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed), or any Securities in respect of which a Change in Control Repurchase Notice has been given and not withdrawn (except, in the case of a Security to be repurchased in part, the portion of the Security not to be repurchased), or any Securities for a period of 15 days before the mailing of a notice of redemption of Securities to be redeemed.

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(9)Persons Deemed Owners.

The registered Holder of this Security may be treated as the owner of this Security for all purposes.

(10)Amendment; Waiver.

Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities at the time outstanding and (ii) certain defaults may be waived with the written consent of the Holders of a majority in aggregate principal amount of the Securities at the time outstanding.  Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency, or make any other change that does not adversely affect the rights of any Holder in any material respect, (ii) to comply with Article 5 or Section 10.11 of the Indenture, (iii) to make provisions with respect to the conversion right of Holders pursuant to the requirements of Section 10.01 of the Indenture, (iv) to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee, or (v) to comply with the provisions of the TIA or any requirement of the SEC in connection with the qualification of the Indenture under the TIA.

(11)Defaults and Remedies.

Except as set forth in the Indenture, if an Event of Default occurs and is continuing, the Trustee or the Holders of not less than 25% in principal amount of Securities then outstanding may declare all the Securities to be due and payable in the manner, at the time 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 is not obligated to enforce the Indenture or the Securities unless it has received security or indemnity reasonably satisfactory to it.  The Indenture permits, subject to certain limitations therein provided, Holders of a majority in aggregate principal amount of the Securities at the time outstanding to direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders of Securities notice of any continuing Default or Event of Default (except a default in payment of principal or interest when due, for any reason) if it determines in good faith that withholding notice is in the interests of Holders.

(12)Trustee Dealings with the Company.

Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to

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it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

(13)No Recourse Against Others.

A director, officer, employee or shareholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation.  By accepting a Security, each Holder waives and releases all such liability.  The waiver and release are part of the consideration for the issue of the Securities.

(14)Ranking.

The Securities shall be unsecured senior subordinated obligations of the Company and shall rank junior in right of payment with any existing and future Senior Debt of the Company and equal with any other existing and future senior subordinated indebtedness of the Company.

(15)Authentication.

This Security shall not be valid until an authorized signatory of the Trustee manually signs the Trustee’s Certificate of Authentication on the other side of this Security.

(16)Abbreviations.

Customary abbreviations may be used in the name of a Holder 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 Gift To Minors Act”).

(17)Governing Law.

THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS SECURITY.

(18)CUSIP Numbers.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused 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

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Securities and reliance may be placed only on the other identification numbers printed hereon.

ASSIGNMENT FORM		CONVERSION NOTICE
To assign this Security, fill in the form below		To convert this Security into Cash and Ordinary Shares of the Company, check the boxo
I or we assign and transfer this Security to		To convert only part of this Security, state the principal amount to be converted (which must be $1,000 or an integral multiple of $1,000):
(Insert assignee’s soc.  sec.  or tax ID no.)		If you want the stock certificate made out in another person’s name fill in the form below:
(Print or type assignee’s name, address and zip code)
and irrevocably appoint                         agent to transfer this Security on the books of the Company.  The agent may substitute another to act for him.		(Insert the other person’s soc.  sec.  tax ID no.)
Date:		(Print or type other person’s name, address and zip code)
		Your Signature:
		(Sign exactly as your name appears on the other side of this Security)
Signature Guaranteed
Participant in a Recognized Signature Guarantee Medallion Program
By:
	Authorized Signatory

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FORM OF REPURCHASE NOTICE

To:Kerzner International Limited

The undersigned registered holder of this Security requests and instructs the Company to repurchase this Security, or the portion hereof (which is $1,000 principal amount or a multiple thereof) designated below, on the date specified below, in accordance with the terms and conditions specified in paragraph 6 of this Security and the Indenture referred to in this Security and directs that the check in payment for this Security or the portion thereof and any Securities representing the portion of principal amount hereof not to be so repurchased, be issued and delivered to the registered holder hereof unless a different name has been indicated below.  If any portion of this Security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto.

Dated:

Signature(s)

Fill in for registration of Securities not
repurchased if to be issued other than
to and in the name of registered holder:

(Name)

(Street Address)

(City, state and zip code)

Please print name and address

principal amount to be repurchased (if less than all):  $   ,000

date of requested repurchase:  [              ], 20   
(specify either April 15, 2014 or 2019)

A-1-13

FORM OF OPTION TO ELECT REPURCHASE
UPON A CHANGE IN CONTROL

To:  Kerzner International Limited

The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Kerzner International Limited (the “Company”) as to the occurrence of a Change in Control with respect to the Company and requests and instructs the Company to repurchase this Security, or the portion hereof (which is $1,000 principal amount or a multiple thereof) designated below, in accordance with the terms of the Indenture referred to in this Security and directs that the check in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto.

Dated:

Signature(s)

Fill in for registration of Securities not
repurchased if to be issued other than
to and in the name of registered holder:

(Name)

(Street Address)

(City, state and zip code)

Please print name and address

principal amount to be repurchased (if less than all):  $   ,000

A-14

SCHEDULE I*

KERZNER INTERNATIONAL LIMITED
2.375% Convertible Senior Subordinated Notes due 2024

No:

Date Principal Amount Notation

* Include only on Global Security

A-15

EXHIBIT B

Transfer Certificate

In connection with any transfer of any of the Securities within the period prior to the expiration of the holding period applicable to the sales thereof under Rule 144(k) under the Securities Act of 1933, as amended (the “Securities Act”) (or any successor provision), the undersigned registered owner of this Security hereby certifies with respect to $                  principal amount of the above-captioned Securities presented or surrendered on the date hereof (the “Surrendered Securities”) for registration of transfer, or for exchange or conversion where the securities deliverable upon such exchange or conversion are to be registered in a name other than that of the undersigned registered owner (each such transaction being a “transfer”), that such transfer complies with the restrictive legend set forth on the face of the Surrendered Securities for the reason checked below:

oThe transfer of the Surrendered Securities complies with Rule 144A under the U.S.  Securities Act of 1933, as amended (the “Securities Act”); or

oThe transfer of the Surrendered Securities is pursuant to an exemption from the registration requirement of the Securities Act provided by Rule 144 thereunder; or

oThe transfer of the Surrendered Securities is pursuant to an effective registration statement under the Securities Act; or

oA transfer of the Surrendered Securities is made to the Company or any of its subsidiaries.

The undersigned confirms that, to the undersigned’s knowledge, such Securities are not being transferred to an “affiliate” of the Company as defined in Rule 144 under the Securities Act (an “Affiliate”).

Date:
	Signature(s)
	(If the registered owner is a corporation, partnership or fiduciary, the title of the Person signing on behalf of such registered owner must be stated.)
Signature(s)e Guaranteed
Participant in a Recognized Signature Guarantee Medallion Program

B-1

By:
	Authorized Signatory

B-2

EX-4.3

Exhibit 4.3

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

2.375% Convertible Senior Subordinated Notes Due 2024

TABLE OF CONTENTS

1.	Definitions.
2.	Shelf Registration.
3.	Additional Interest.
4.	Registration Procedures.
5.	Registration Expenses.
6.	Indemnification.
7.	Rules 144 and 144A.
8.	Underwritten Registrations.
9.	Miscellaneous.

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is dated as of April 5, 2004, by and between Kerzner International Limited, an international business company organized under the laws of the Commonwealth of The Bahamas (the “Company”), and Deutsche Bank Securities Inc., as representative of the Initial Purchasers (collectively, the “Initial Purchasers”) under the Purchase Agreement (as defined below).

This Agreement is entered into in connection with that certain Purchase Agreement, dated March 30, 2004 (the “Purchase Agreement”), by and between the Company and the Initial Purchasers, which provides for the sale by the Company to the Initial Purchasers of $200,000,000 aggregate principal amount of the Company’s 2.375% Convertible Senior Subordinated Notes Due 2024 (the “Firm Notes”), plus up to an additional $30,000,000 aggregate principal amount of the same which the Initial Purchasers may subsequently elect to purchase pursuant to the terms of the Purchase Agreement (the “Option Notes” and, together with the Firm Notes, the “Notes”), which are convertible into the Ordinary Shares, par value $0.001 per share, of the Company (the “Underlying Shares”).  The Notes are being issued pursuant to an Indenture dated as of the date hereof (the “Indenture”), by and between the Company and The Bank of New York, as Trustee.

In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and subsequent holders of the Notes or Underlying Shares as provided herein.  The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Firm 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:

“Additional Interest”:  See Section 3(a) hereof.

“Additional Interest Payment Date”:  See Section 3(c) hereof.

“Agreement”:  See the first introductory paragraph hereto.

“Amendment Effectiveness Deadline Date”:  See Section 2(d)(i) hereof.

“Amount of Registrable Securities”: (a) With respect to Notes constituting Registrable Securities, the aggregate principal amount of all such Notes then outstanding, (b) with respect to Underlying Shares constituting Registrable Securities, the aggregate number of such Underlying Shares outstanding multiplied by the Conversion Price (as defined in the Indenture) in effect at the time of computing the Amount of Registrable Securities or, if no Notes are then outstanding, the Conversion Price shall be calculated as if the Notes were continuously

outstanding to the date of calculation, giving effect to any adjustments to the Conversion Price set forth in the Indenture as if the Indenture continued to be in effect, and (c) with respect to combinations thereof, the sum of (a) and (b) for the relevant Registrable Securities.

“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”:  April 5, 2004.

“Company”:  See the first introductory paragraph hereto.

“Controlling Person”:  See Section 6 hereof.

 “Deferral Period”:  See Section 3(b) hereof.

“Depositary”:  The Depository Trust Company until a successor is appointed by the Company.

“Designated Counsel”:  One nationally recognized firm of counsel experienced in securities laws matters chosen by the Holders of a majority in Amount of Registrable Securities to be included in a Registration Statement for a Shelf Registration, with the consent of the Company (which consent will not be unreasonably withheld).

“Effectiveness Date”:  The 225^th day after the Closing Date.

“Effectiveness Period”:  See Section 2(a) hereof.

“Exchange Act”:  The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Filing Date”:  The 90^th day after the Closing Date.

“Firm Notes”:  See the second introductory paragraph hereto.

“Holder”:  Any beneficial owner from time to time of Registrable Securities.

“Indemnified Holder”:  See Section 6 hereof.

“Indemnified Person”:  See Section 6 hereof.

“Indemnifying Person”:  See Section 6 hereof.

“Indenture”:  See the second introductory paragraph hereto.

“Initial Purchasers”:  See the first introductory paragraph hereto.

“Initial Shelf Registration”:  See Section 2(a) hereof.

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“Inspectors”:  See Section 4(k) hereof.

“Notes”:  See the second introductory paragraph hereto.

“Notice and Questionnaire”: means a written notice delivered to the Company containing substantially the information called for by the Form of Selling Securityholder Notice and Questionnaire attached as Appendix A to the Offering Memorandum of the Company relating to the Notes.

“Option Notes”:  See the second introductory paragraph hereto.

“Person”: An individual, partnership, corporation, limited liability company, unincorporated association, trust or joint venture, or a governmental agency or political subdivision thereof.

“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, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Purchase Agreement”:  See the second introductory paragraph hereto.

“Records”:  See Section 4(k) hereof.

“Registrable Securities”:  All Notes and all Underlying Shares upon original issuance thereof and at all times subsequent thereto until the earliest to occur of (i) a Registration Statement covering such Notes and Underlying Shares having been declared effective by the SEC and such Notes or Underlying Shares having been disposed of in accordance with such effective Registration Statement, (ii) such Notes or Underlying Shares having been sold in compliance with Rule 144 or being able to (except with respect to affiliates of the Company within the meaning of the Securities Act) be sold in compliance with Rule 144(k), or (iii) such Notes or Underlying Shares ceasing to be outstanding.

“Registration Default”:  See Section 3(a) hereof.

“Registration Statement”: Any registration statement of the Company filed with the SEC 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 documents incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Rule 144”: Rule 144 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144A) or regulation hereafter adopted by the SEC providing for offers and sales of securities made in compliance therewith resulting in offers and sales by subsequent holders that are not affiliates of an issuer of such

3

securities being free of the registration and prospectus delivery requirements of the Securities Act.

“Rule 144A”: Rule 144A promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144) or regulation hereafter adopted by the SEC.

“Rule 415”: Rule 415 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“SEC”:  The U.S. Securities and Exchange Commission.

“Securities Act”:  The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Selling Holder”: On any date, any Holder that has delivered a Notice and Questionnaire to the Company on or prior to such date.

“Shelf Registration”:  See Section 2(b) hereof.

“Shelf Registration Statement”:  See Section 2(b) hereof.

“Subsequent Shelf Registration”:  See Section 2(b) hereof.

“TIA”:  The Trust Indenture Act of 1939, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Trustee”:  The Trustee under the Indenture.

“Underlying Shares”:  See the second introductory paragraph hereto.

“Underwritten Registration” or “Underwritten Offering”: A registration in which Registrable Securities are sold to an underwriter for reoffering to the public.

2.             Shelf Registration.

(a)           Shelf Registration.  The Company shall file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”) on or prior to the Filing Date.

The Initial Shelf Registration shall be on Form F-3 or another appropriate form permitting registration of the Registrable Securities for resale by Holders in the manner or manners designated by them (excluding Underwritten Offerings) and set forth in the Initial Shelf Registration.  The Company shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below).  Notwithstanding the foregoing, the Company may use an existing shelf Registration Statement for the Initial Shelf Registration, if permitted by the Securities Act; provided, that,

4

such shelf Registration Statement shall at all times have sufficient availability to register the resale of all Registrable Securities.

The Company shall use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date (A) that is two years after the Closing Date, or if later, the date on which the Option Notes were issued, (such period, as it may be shortened pursuant to clauses (i), (ii) or (iii) immediately following, the “Effectiveness Period”), or such shorter period ending when (i) all of the Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration, (ii) the date on which all the Registrable Securities (x) held by Persons who are not affiliates of the Company may be resold pursuant to Rule 144(k) under the Securities Act or (y) cease to be outstanding, (iii) all the Registrable Securities have been resold pursuant to Rule 144 under the Securities Act or (B) a Subsequent Shelf Registration covering all of the Registrable Securities has been declared effective under the Securities Act.

(b)           Subsequent Shelf Registrations.  If the Initial Shelf Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the Registrable Securities registered thereunder), the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 45 days of such cessation of effectiveness amend the Initial Shelf Registration in a manner reasonably expected by the Company to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional “shelf” Registration Statement pursuant to Rule 415 covering all of the Registrable Securities (a “Subsequent Shelf Registration”).  If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to cause the Subsequent Shelf Registration to be declared effective under the Securities Act as soon as practicable after such filing (or if filed during a Deferral Period, after expiration of such Deferral Period) and to keep such Registration Statement continuously effective for the balance of the Effectiveness Period.  As used herein, the term “Shelf Registration” means the Initial Shelf Registration or any Subsequent Shelf Registration and the term “Shelf Registration Statement” means any Registration Statement filed in connection with a Shelf Registration.

(c)           Supplements and Amendments.  The Company shall promptly supplement and amend a Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration, if required by the Securities Act.

(d)           Notice and Questionnaire.  Each Holder agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Section 4(a) hereof.  Each Holder wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus when the Initial Shelf Registration Statement first becomes effective agrees to deliver a Notice and Questionnaire to the Company at least five (5) Business Days prior to the date that the Initial Shelf Registration is declared effective under the Securities Act.  From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a fully completed and legible Notice and

5

Questionnaire, together with such other information as the Company may reasonably request, is received by the Company, and in any event upon the later of (x) twenty (20) days after such date or (y) ten (10) Business Days after the expiration of any Deferral Period in effect when the Notice and Questionnaire is received by the Company:

(i)            if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement  or a Subsequent Shelf Registration or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities (subject to the rights of the Company under Section 3(b) to create a Deferral Period) in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed;

(ii)           provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and

(iii)          notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period.  Notwithstanding anything contained herein to the contrary, (A) the Company shall be under no obligation to name any Holder that has not delivered a fully complete and legible Notice and Questionnaire to the Company, together with such other information as the Company may reasonably request, in accordance with this Section 2(d) and (B) the Amendment Effectiveness Deadline Date shall be extended by up to ten (10) Business Days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Additional Interest during such extension) if such Deferral Period shall be in effect on the Amendment Effectiveness Deadline Date.

3.             Additional Interest.

(a)           The Company and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Company fails to fulfill its obligations under Section 2 hereof and that it would not be feasible to ascertain the extent of such damages with precision.  Accordingly, the Company agrees to pay Additional Interest on the Registrable

6

Securities (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect; each a “Registration Default”):

(i)            if the Initial Shelf Registration is not filed on or prior to the Filing Date, then commencing on the day after the Filing Date, Additional Interest shall accrue on the Registrable Securities at a rate of 0.50% per annum on the Amount of Registrable Securities;

(ii)           if a Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date, then commencing on the day after the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities at a rate of 0.50% per annum on the Amount of Registrable Securities;

(iii)          if a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than as permitted under Section 3(b)), then commencing on the day after the date such Shelf Registration ceases to be effective, Additional Interest shall accrue on the Registrable Securities at a rate of 0.50% per annum on the Amount of Registrable Securities;

(iv)          if any post-effective amendment filed pursuant to Section 2(d)(i) has not become effective under the Securities Act on or prior to the Amendment Effectiveness Deadline Date, then commencing on the day after the Amendment Effectiveness Deadline Date, Additional Interest shall accrue solely on the Registrable Securities that are registered by such post-effective amendment at a rate of 0.50% per annum on such Amount of Registrable Securities; and

(v)           if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(b), then commencing on the day that caused the limit on the aggregate duration of Deferral Periods to be exceeded, Additional Interest shall accrue on the Registrable Securities at a rate of 0.50% per annum on the Amount of Registrable Securities;

provided that Additional Interest on the Registrable Securities may not accrue under more than one of the foregoing clauses (i), (ii), (iii), (iv) and (v) at any one time; and provided further that (1) upon the filing of the Initial Shelf Registration as required hereunder (in the case of clause (a)(i) of this Section 3), (2) upon the effectiveness of a Shelf Registration as required hereunder (in the case of clause (a)(ii) of this Section 3), (3) upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of clause (a)(iii) of this Section 3), (4) upon the effectiveness of a post-effective amendment as required hereunder (in the case of clause (a)(iv) of this Section 3), or (5) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods to be exceeded (in the case of clause (a)(v) of this Section 3), Additional Interest on the Registrable Securities as a result of such clause shall cease to accrue.  It is understood and agreed that, notwithstanding any provision to the contrary, no Additional Interest shall accrue on any Registrable Securities that are then covered by, and may be sold under, an effective Shelf Registration Statement.  Notwithstanding the foregoing, no

7

Additional Interest shall accrue as to a security from and after the earlier of (x) the date such security ceases to be a Registrable Security and (y) expiration of the Effectiveness Period.

(b)           Notwithstanding Section 3(a), the Company, upon written notice to the Holders, shall be permitted to suspend the availability of a Registration Statement covering the Registrable Securities for any bona fide reason whatsoever for up to 30 consecutive days (the “Deferral Period”) in any 90-day period without being obligated to pay Additional Interest; provided that in the event the suspension relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which the Company determines in good faith would be reasonably likely to impede the Company’s ability to consummate such transaction, the Company may extend a Deferral Period from 30 days to 45 days without being obligated to pay Additional Interest; provided further that Deferral Periods may not total more than 105 days in the aggregate in any twelve-month period.  The Company shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the Deferral Period.

(c)           So long as Notes remain outstanding, the Company shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Additional Interest are required to be paid.  Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii), (a)(iii), (a)(iv) or (a)(v) of this Section 3 will be payable in cash semi-annually on April 15 and October 15 of each year (each, a “Additional Interest Payment Date”), commencing with the first such Additional Interest Payment Date occurring after any such Additional Interest commences to accrue, to Holders to whom regular interest is payable on the Additional Interest Payment Date, with respect to Notes that are Registrable Securities, and to Persons that are registered Holders on April 1 or October 1 immediately prior to a Additional Interest Payment Date with respect to Underlying Shares that are Registrable Securities, provided that any Additional Interest accrued with respect to any Note or portion thereof called for redemption by the Company on a redemption date or converted into Underlying Shares on a conversion date prior to the Additional Interest Payment Date, shall, in any such event, be paid instead to the Holder who submitted such Note or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion).  The amount of Additional Interest for Registrable Securities will be determined by multiplying the applicable rate of Additional Interest by the Amount of Registrable Securities outstanding on the first Additional Interest Payment Date following such Registration Default in the case of the first such payment of Additional Interest with respect to a Registration Default (and thereafter at the next succeeding Additional Interest Payment Date until the cure of such Registration Default), multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.  The parties agree that the sole remedy for a violation of the terms of this Agreement with respect to which Additional Interest are expressly provided shall be such Additional Interest.

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4.             Registration Procedures.

In connection with its registration obligations pursuant to Section 2 hereof, the Company shall:

(a)           Prepare and file with the SEC, on or prior to the Filing Date, a Registration Statement or Registration Statements as prescribed by Section 2 hereof, and use its commercially reasonable efforts to cause each such Registration Statement to become effective and remain effective as provided herein; provided that before filing any Registration Statement or Prospectus or any amendments or supplements thereto, the Company shall, if requested, furnish to and afford the Initial Purchasers a reasonable opportunity to review copies of all such documents proposed to be filed (in each case, where possible, at least three Business Days prior to such filing, or such later date as is reasonable under the circumstances) and use reasonable efforts to reflect in each such document when so filed reasonable comments of the Initial Purchasers.

(b)           Prepare and file with the SEC such amendments and post-effective amendments to each Shelf Registration, as may be necessary to keep such Registration Statement continuously effective for the Effectiveness Period; cause the related Prospectus to be supplemented by any prospectus supplement required by applicable law, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; and comply with the provisions of the Securities Act applicable to it with respect to the disposition of all Registrable Securities covered by such Registration Statement during the Effectiveness Period in accordance with the intended methods of distribution set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.

(c)           Notify the Selling Holders and Designated Counsel, if any, promptly, (i) when a Prospectus or any prospectus supplement or post-effective amendment to a Registration Statement has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective under the Securities Act (including in such notice a written statement that any Holder may, upon request, obtain, at the sole expense of the Company, one conformed copy of such Registration Statement or 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 Prospectus or the initiation of any proceedings for that purpose, (iii) of the happening of any event, the existence of any condition or any information becoming known but not the nature or details concerning such event, condition or information 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 or amendments or supplements to 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 the

9

light of the circumstances under which they were made, not misleading (provided, however, that no notice of the Company pursuant to this clause (iii) shall be required in the event  that the Company promptly files a prospectus supplement to update the Prospectus or a Current Report on Form 6-K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which, in either case, contains the requisite information with respect to such event, condition or information that results in such Registration Statement no longer containing any untrue statement of a material fact or omitting to state a material fact necessary to make the statements contained therein not misleading) and (iv) of the Company’s determination that a post-effective amendment to a Registration Statement would be appropriate, any of which notices pursuant to clauses (ii), (iii) or (iv), may in any case, at the discretion of the Company state that it constitutes a notice of deferral under Section 3(b) hereof.

(d)           Use its commercially reasonable 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 and, if any such order is issued, to use its commercially reasonable efforts to obtain the withdrawal of any such order at the earliest possible moment or if any such order or suspension is during any Deferral Period, at the earliest possible time after such Deferral Period ends, and provide prompt notice to the Selling Holders of the withdrawal of any such order.

(e)           Furnish as promptly as reasonably practicable after the filing of such documents with the SEC to each Selling Holder and Designated Counsel, if any, upon request and at the sole expense of the Company, one conformed copy of the Registration Statement or Registration Statements and each post-effective amendment thereto, including financial statements and schedules, and all documents incorporated or deemed to be incorporated therein by reference and all exhibits; provided, that, if expressly agreed to by a Selling Holder, the Company may satisfy such delivery requirements by delivering electronic copies of such documents to addresses designated by such Selling Holder.

(f)            Deliver during the Effectiveness Period (except during any Deferral Period) to each Selling Holder and Designated Counsel, if any, at the sole expense of the Company, as many copies of the Prospectus (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; provided, that, if expressly agreed to by a Selling Holder, the Company may satisfy such delivery requirements by delivering electronic copies of such documents to addresses designated by such Selling Holder; and, subject to Sections 4A(a) and 4A(c) hereof, the Company hereby consents (except during any Deferral Period) to the use of such Prospectus and each amendment or supplement thereto by each of the Selling Holders of Registrable Securities and dealers, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto in the manner set forth therein.

(g)           Cause the Company’s counsel to perform Blue Sky law investigations and to file registrations and qualifications required to be filed in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities or offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Selling Holder reasonably requests, use its commercially reasonable

10

efforts to keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective in connection with such Holder’s offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable under Blue Sky laws to enable the disposition in such jurisdictions of the Registrable Securities in the manner set forth in the Registration Statement; provided that the Company shall not be required to (i) qualify generally to do business or as a dealer in any jurisdiction where it is not then so qualified, (ii) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or (iii) subject itself to taxation in any such jurisdiction where it is not then so subject.

(h)           Cooperate with the Selling Holders and Designated Counsel to facilitate the timely preparation and delivery of certificates representing shares of Registrable Securities sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depository Trust Company; and enable such shares of Registrable Securities to be in such denominations and registered in such names as the Selling Holders may reasonably request at least two (2) Business Days prior to any sale of such Registrable Securities.

(i)            Upon the occurrence of any event contemplated by Section 4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof, as promptly as practicable prepare and (subject to Section 3(b) hereof) file with the SEC, at the sole expense of the Company, 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 Registrable Securities being sold thereunder, 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 the 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 Registrable Securities, (i) provide the Trustee for the Notes and the transfer agent for the Common Stock with certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and (ii) provide a CUSIP number for the Registrable Securities.

(k)           During the Effectiveness Period, if requested in connection with a disposition of Registrable Securities pursuant to a Registration Statement, make available at reasonable times for inspection by one or more representatives of the Selling Holders and any attorney or accountant retained by any such Selling Holders (collectively, the “Inspectors”), at the offices where normally kept, during reasonable business hours, at such time or times as shall be mutually convenient for the Company and the Inspectors as a group, all financial and other records, pertinent corporate documents and instruments of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the officers, directors and employees of the Company and its subsidiaries to supply all information reasonably requested by any such Inspector in connection with such Registration Statement in accordance with this

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Section; provided that the Company shall have no obligation to provide any such information prior to the execution by the party receiving such information of a confidentiality agreement in a form reasonably acceptable to the Company.  Records that the Company determines, in good faith, to be confidential and any Records that it notifies the Inspectors are confidential shall not be used for any purpose other than satisfying “due diligence” obligations under the Securities Act and exercising rights under this Agreement and shall not be disclosed by any Inspector unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or material 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 other than through the acts of such Inspector; provided that prior notice shall be provided as soon as practicable to the Company of the potential disclosure of any information by such Inspector pursuant to clause (ii) of this sentence to permit the Company to obtain a protective order (or waive the provisions of this Section 4(k)).  Each Inspector shall take such actions as are reasonably necessary to protect the confidentiality of such information (if practicable) to the extent such actions are otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of the Holder or any Inspector, unless and until such information in such Records has been made generally available to the public other than as a result of a breach of this Agreement.

(l)            During the Effectiveness Period, comply with all rules and regulations of the SEC applicable to any Registration Statement and make generally available to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company after the effective date of a Registration Statement, which statements shall cover said 12-month periods.

(m)          Cause the Indenture to be qualified under the TIA not later than the effective date of the first Registration Statement relating to the Registrable Securities; and in connection therewith, cooperate with the Trustee and the Holders of the Registrable Securities and their respective counsel to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA; and execute, and use all reasonable efforts to cause the 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 the Indenture to be so qualified in a timely manner.

(n)           Use its commercially reasonable efforts to take all other steps necessary or advisable to effect the registration of the Registrable Securities covered by a Registration Statement contemplated hereby provided that the Company shall not be required to take any action in connection with an Underwritten Offering.

4A.          Holders’ Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to

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Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence.  Each Selling Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Selling Holder not misleading and any other information regarding such Selling Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request.  Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.

(b)           The Company may require each Selling Holder of Registrable Securities as to which any registration is being effected to furnish to the Company such additional information regarding such Holder and its plan of distribution of such Registrable Securities as the Company may, from time to time, reasonably request to the extent necessary or advisable to comply with the Securities Act.  The Company may exclude from such registration the Registrable Securities of any Selling Holder if such Holder fails to furnish such additional information within 20 Business Days after receiving such request.  Each Selling Holder as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company by such Holder is not materially misleading and does not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made.

(c)           Each Holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon actual receipt of any notice from the Company suspending the availability of the Registration Statement pursuant to Section 3(b) hereof, or upon the happening of any event of the kind described in Section 4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof (each Holder agrees to keep any such notice confidential), such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(i) hereof, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and it has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus thereto.

5.             Registration Expenses.

(a)           All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company, including, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of compliance with state securities or Blue Sky laws, including, without limitation, reasonable fees and disbursements of its counsel in connection with Blue Sky qualifications of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under

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the laws of such jurisdictions as provided in Section 4(g) hereof), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable 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 Holders of a majority in Amount of Registrable Securities included in any Registration Statement, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company desires such insurance, (vi) fees and expenses of all other Persons retained by the Company, (vii) internal expenses of the Company (including, without limitation, all salaries and expenses of officers and employees of the Company performing legal or accounting duties), (viii) the expense of any annual audit, (ix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, if applicable, and (x) the expenses relating to printing, word processing and distributing all Registration Statements and any other documents necessary in order to comply with this Agreement.  Notwithstanding anything in this Agreement to the contrary, each Holder shall pay all brokerage commissions with respect to any Registrable Securities sold by it and, except as set forth in Section 5(b) below, the Company shall not be responsible for the fees and expenses of any counsel, accountant or advisor for the Holders.

(b)           The Company shall bear or reimburse the Holders of the Registrable Securities being registered in a Shelf Registration for the reasonable fees and disbursements of Designated Counsel.

6.             Indemnification.

(a)           The Company agrees to indemnify and hold harmless (x) each Holder (which, for the absence of doubt, for purposes of this Section 6 shall include the Initial Purchasers), (y) each Person, if any, who controls (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (b) being hereinafter referred to as a “Controlling Person”), (z) the respective officers, directors, partners, employees, representatives and agents of any Holder (including any predecessor holder) or any Controlling Person (any person referred to in clause (x), (y) or (z) may hereinafter be referred to as an “Indemnified Holder”), against any losses, claims, damages or liabilities to which such Indemnified Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement or Prospectus, or any amendment or supplement thereto or any related preliminary prospectus or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made; provided that the Company will not be liable under this Section 6(a), (x) to the extent that any such loss, claim, damage or

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liability arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission made in any such Registration Statement or Prospectus, or any amendment or supplement thereto or any related preliminary prospectus in reliance upon and in conformity with written information relating to any Holder furnished to the Company by or on behalf of such Holder specifically for use therein, (y) with respect to any untrue statement or alleged untrue statement, or omission or alleged omission made in any preliminary prospectus if the person asserting any such loss, claim, damage or liability who purchased Registrable Securities which are the subject thereof did not receive a copy of the Prospectus (or the preliminary prospectus as then amended or supplemented if the Company shall have furnished such Indemnified Holder with such amendment or supplement thereto on a timely basis) at or prior to the written confirmation of the sale of such Registrable Securities to such person and , in any case where such delivery is required by applicable law and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such preliminary prospectus was corrected in the Prospectus (or the preliminary prospectus as then amended or supplemented if the Company shall have furnished such Indemnified Holder with such amendment or supplement thereto on a timely basis) or (z) arising from the offer or sale of Registrable Securities during any Deferral Period, if notice thereof was given to such Holder.  The Company shall notify such Indemnified Holder promptly of the institution, threat or assertion of any claim, proceeding (including any governmental investigation) or litigation in connection with the matters addressed by this Agreement that involves the Company or such Indemnified Holder.

(b)           Subject to Section 6(d) below, the Company agrees to reimburse each Indemnified Holder upon demand for any out-of-pocket expenses reasonably incurred by such Indemnified Holder (including fees and disbursements of counsel chosen in accordance with Section 6(d) below) in connection with investigating or defending any such loss, claim, damage or liability, any action or proceeding or in responding to a subpoena or governmental inquiry related to the offering of the Registrable Securities, whether or not such Indemnified Holder is a party to any action or proceeding.  In the event that it is finally judicially determined that an Indemnified Holder was not entitled to receive payments for legal and other expenses pursuant to this Section 6, such Indemnified Holder will promptly return all sums that had been advanced pursuant hereto.

(c)           Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and officers and each Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as the indemnity provided in Section 6(a) from the Company to each Holder, but only with reference to such losses, claims, damages or liabilities which are caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to a Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto or any related preliminary prospectus.  The liability of any Holder under this Section 6(c) shall in no event exceed the proceeds received by such Holder from sales of Registrable Securities giving rise to such obligation.

(d)           In case 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 Section 6(a) or  (c), such Person (the “Indemnified Person”) shall promptly notify the Person or Persons against whom such indemnity may be sought (each an “Indemnifying Person”) in writing.  No indemnification provided for in Section 6(a) or  (c) shall be available to any Person who shall have failed to give notice as provided in this Section 6(d) if the party to whom notice was not given was unaware of the proceeding to which such notice would have related and was materially prejudiced by the failure to give such notice.  Nevertheless, the failure to give such notice shall not relieve the

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Indemnifying Person or Persons from any liability which it or they may have to the Indemnified Person for contribution or otherwise than on account of the provisions of Section 6(a) or (c).  In case any such proceeding shall be brought against any Indemnified Person and it shall notify the Indemnifying Person of the commencement thereof, the Indemnifying Person shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other Indemnifying Person similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Person and shall pay as incurred (or within 30 days of presentation) the fees and disbursements of such counsel related to such proceeding.  In any such proceeding, any Indemnified Person shall have the right to retain its own counsel at its own expense.  Notwithstanding the foregoing, the Indemnifying Person shall pay as incurred (or within 30 days of presentation) the fees and expenses of the counsel retained by the Indemnified Person in the event (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the Indemnifying Person shall have failed to assume the defense of and employ counsel reasonably acceptable to the Indemnified Person within a reasonable period of time after notice of commencement of the action.  It is understood that the Indemnifying Person shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such Indemnified Persons.  Such firm shall be designated in writing by Holders of a majority in Amount of Registrable Securities in the case of parties indemnified pursuant to Section 6(a) and by the Company in the case of parties indemnified pursuant to Section 6(c).  The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify the Indemnified Person from and against any loss or liability by reason of such settlement or judgment.  In addition, the Indemnifying Person will not, without the prior written consent of the Indemnified Person, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such claim, action or proceeding) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action or proceeding.

(e)           To the extent the indemnification provided for in this Section 6 is unavailable to or insufficient to hold harmless an Indemnified Person under Section 6(a) or (c) in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, except by reason of the exceptions set forth in Section 6(a) or (c) or the failure of the Indemnified Person to give notice as required in Section 6(d), then each Indemnifying Person shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Indemnifying Person on the one hand and the Indemnified Person on the other hand from the offering of the Notes pursuant to the Purchase Agreement and the Registrable Securities pursuant to any Shelf Registration.  If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each Indemnifying Person shall

16

contribute to such amount paid or payable by such Indemnified Person in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Indemnifying Person on the one hand and the Indemnified Person on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions or proceedings in respect thereof), as well as any other relevant equitable considerations.  The relative benefits received by the Company shall be deemed to be equal to the total net proceeds (before deducting expenses) received by the Company under the Purchase Agreement from the offering and sale of the Registrable Securities giving rise to such obligations.  The relative benefits received by any Holder shall be deemed to be equal to the value of receiving registration rights for the Registrable Securities under this Agreement.  The relative fault of the parties 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, such Indemnified Holder on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(f)            The Company and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to Section 6(e) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in Section 6(e).  The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to in Section 6(e) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Person in connection with investigating or defending any such action or claim or enforcing any rights hereunder.  Notwithstanding the provisions of Section 6(e) and (f), (i) in no event shall any Holder be required to contribute any amount in excess of the amount by which the net proceeds received by such Holder from the offering or sale of the Registrable Securities pursuant to a Shelf Registration Statement exceeds the amount of damages which such Holder would have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission 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.

(g)           Except as otherwise provided in this Section 6, any losses, claims, damages, liabilities or expenses for which an Indemnified Person is entitled to indemnification or contribution under this Section 6 shall be paid by the Indemnifying Person to the Indemnified Person as such losses, claims, damages, liabilities or expenses are incurred (or within 30 days of presentation).

(h)           The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any indemnified party at law or in equity.

(i)            The indemnity and contribution agreements contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or any Person controlling any Holder or by or on behalf of the Company, its officers or directors or any other Person

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controlling the Company and (iii) acceptance of and payment for any of the Registrable Securities.

(j)            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.

7.             Rules 144 and 144A.

The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time before the expiration of the Effectiveness Period the Company is not required to file such reports, it will, upon the request of any Holder, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act.  The Company further covenants that until the Effectiveness Period has expired, it will use all reasonable efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act, as such rules may be amended from time to time.  The Company will provide a copy of this Agreement to prospective purchasers of Registrable Securities identified to the Company by the Initial Purchasers upon request.  Upon the request of any Holder, the Company shall deliver to such Holder a written statement as to whether it is subject to and has complied with such reporting requirements.  Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

8.             Underwritten Registrations.

No Holder of Registrable Securities may participate in any Underwritten Registration hereunder.

9.             Miscellaneous.

(a)           No Inconsistent Agreements.  The Company has not, as of the date hereof, and the Company shall not, after the date of this Agreement, enter into any agreement with respect to any of its securities that conflicts with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.

(b)           Adjustments Affecting Registrable Securities.  The Company shall not take any action with respect to the Registrable Securities as a class with the intent of adversely affecting the ability of the Holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement.

(c)           Amendments and Waivers.  The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, otherwise than with the prior written consent of the Company and the Holders of not less than a majority in Amount of Registrable Securities; provided that Section 6

18

and this Section 9(c) may not be amended, modified or supplemented without the prior written consent of the Company and each Holder (including, in the case of an amendment, modification or supplement of Section 6, any Person who was a Holder of Registrable Securities disposed of pursuant to any Registration Statement).  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 of Registrable 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 of Registrable Securities may be given by Holders of at least a majority in Amount of Registrable Securities being sold by such Holders pursuant to such Registration Statement.  Each Holder of Registrable Securities outstanding at the time of any amendment, modification, supplement, waiver, or consent or thereafter shall be bound by any such amendment, modification, supplement, waiver, or consent effected pursuant to this Section, whether or not any notice of such amendment, modification, supplement, waiver, or consent is delivered to such Holder.

(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 Registrable Securities, at the most current address of such Holder set forth on (x) the records of the registrar under the Indenture, in the case of Holders of Notes, and (y) the stock ledger of the Company, in the case of Holders of common stock of the Company, unless, in either such case, any Holder shall have provided notice information in a Notice and Questionnaire or any amendment thereto, in which case such information shall control.

(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 copies to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
Facsimile No.:  (213) 687-5600
Attention:  Nicholas P. Saggese

(3)           if to the Company:

Kerzner International Limited
Coral Towers, Paradise Island
The Bahamas

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Facsimile No.: (212) 659-5196
Attention: Associate General Counsel

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 addressor receives facsimile confirmation, if sent by facsimile during normal business hours, and otherwise on the next Business Day during normal business hours.

(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 hereto, including the Holders; provided that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and except to the extent such successor or assign holds Registrable Securities.

(f)            Counterparts.  This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, including via facsimile, 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 LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS SITTING IN MANHATTAN, NEW YORK CITY, THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(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)            Securities Held by the Company or Its Affiliates.  Whenever the consent or approval of Holders of a specified percentage in Amount of Registrable Securities is required

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hereunder, Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) other than the Initial Purchasers or Holders deemed to be affiliates solely by reason of their holdings of such Registrable Securities shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(k)           Third-Party Beneficiaries.  Holders of Registrable Securities are intended third party beneficiaries of this Agreement and this Agreement may be enforced by such Persons.

(l)            Entire Agreement.  This Agreement, together with the Purchase Agreement and the Indenture, is intended by the parties as a final and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein and any and all prior oral or written agreements, representations, or warranties, contracts, understandings, correspondence, conversations and memoranda between the Initial Purchasers on the one hand and the Company on the other, or between or among any agents, representatives, parents, subsidiaries, affiliates, predecessors in interest or successors in interest with respect to the subject matter hereof and thereof are merged herein and replaced hereby.

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

KERZNER INTERNATIONAL LIMITED
By:	/s/ John R. Allison
	Name: John R. Allison
	Title: Executive Vice President—Chief Financial Officer
DEUTSCHE BANK SECURITIES INC. as representative of the Initial Purchasers
By:	/s/ A. Drew Goldman
	Name: A. Drew Goldman
	Title: Director
By:	/s/ Arthur Goldfrank
	Name: Arthur Goldfrank
	Title: Director

[Signature Page to Registration Rights Agreement]

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EX-5.1

Exhibit 5.1

Kerzner International Limited

Executive Offices

Coral Towers

Paradise Island, The Bahamas

July 2, 2004

Dear Sirs:

                I am Associate General Counsel of Kerzner International Limited, formerly known as Sun International Hotels Limited, a company organized and existing under the laws of the Commonwealth of The Bahamas (the “Company”), in connection with a registration statement on Form F-3 (the “Shelf Registration Statement”), to be filed on or about the date hereof  by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).  The Registration Statement relates to the registration for resale by the selling securityholders named therein of $230 million aggregate principal amount of the Company’s 2.375% Convertible Senior Subordinated Notes due 2024 (the “Notes”) and the Ordinary Shares, par value $0.001 per share, of the Company issuable upon conversion of the Notes (the “Ordinary Shares”) by holders.  The Notes were issued pursuant to an Indenture, dated April 5, 2004 (the “Indenture”), between the Company and The Bank of New York, N.A. as trustee (the “Trustee”).

                In connection with this opinion, I have examined executed copies of the Shelf Registration Statement, the Indenture, resolutions adopted by the Board of Directors of the Company, and the Articles of Association and Memorandum of Association of the Company.  I have also examined originals or copies certified or otherwise identified to my satisfaction, of such documents, corporate records, and other instruments, and I have conducted such other investigations of fact and law as I have deemed necessary or appropriate for the purposes of this opinion.  I have for the purpose of this opinion assumed the genuineness of all signatures examined by me, the authenticity of all documents and records submitted to me as originals and the conformity to all original documents of all documents submitted to me as certified or facsimile copies.

                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 to the laws of any other jurisdiction.

                Based upon and relying upon the foregoing (and subject to the qualifications and assumptions contained herein) I am of the following opinion:

1.The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Commonwealth of The Bahamas;

2.The Notes have been duly authorized and have been validly issued, executed and delivered by the Company and, assuming they have been  authenticated by the Trustee in the manner provided by the Indenture, are valid and binding obligations of the Company, entitled to the benefits provided by the Indenture and enforceable against the Company in accordance with their terms; and

3.The Ordinary Shares issuable upon conversion of the Notes have been duly authorized by the Company and, when issued upon conversion of the Notes in accordance with the terms of the Indenture, will be validly issued, fully paid and nonassessable.

                The opinions expressed herein are furnished by me as Associate General Counsel of the Company and are solely for your benefit in connection with the present transaction, and, other than as stated hereunder, may not be relied upon in any manner for any other purpose, or by any other persons, without my prior written consent.

                I hereby consent to the use of this letter as an exhibit to the Shelf Registration Statement.

Yours faithfully,

/s/ Giselle M. Pyfrom

GISELLE M. PYFROM

Senior Vice President

General Counsel

EX-8.1

EXHIBIT 8.1

[Letterhead of]
CRAVATH, SWAINE & MOORE LLP
[New York Office]

July 1, 2004

Kerzner International Limited
2.375% Convertible Senior Subordinated Notes due 2024

Ladies and Gentlemen:

        We have acted as counsel for Kerzner International Limited, a corporation organized and existing under the laws of the Commonwealth of The Bahamas (the "Issuer"), in connection with its filing with the Securities and Exchange Commission of the Registration Statement on Form F-3 (the "Registration Statement") and the related prospectus ("Prospectus"), with respect to the registration for resale under the Securities Act of 1933, as amended, of $230,000,000 of aggregate principal amount of the Issuer's 2.375% Convertible Senior Subordinated Notes due 2024 (the "Notes") and the shares of the Issuer's Ordinary Shares, par value $0.001 per share, issuable upon conversion of the Notes (the "Ordinary Shares", and together with the Notes, the "Securities"). In this capacity, we have assisted in the preparation of the description of the material United States federal income tax consequences to certain holders of the Securities contained in the Registration Statement and the Prospectus under the caption "Certain Tax Consequences—Material U.S. Federal Income Tax Consequences" (the "Tax Summary").

        In that connection, we have examined and are relying upon the Registration Statement, including the exhibits thereto, the Prospectus and such other documents, records and instruments as we have deemed necessary or appropriate for purposes of this opinion. We have assumed that all facts and representations described in the Registration Statement are true, accurate and complete, and our opinion is conditioned on the accuracy and completeness of such facts and representations.

        Based upon the foregoing, we are of opinion that the statements made in the Registration Statement under the heading "Certain Tax Consequences—Material U.S. Federal Income Tax Consequences" 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 Registration Statement), fairly summarize the matters therein described.

        We are admitted to practice in the State of New York, and we express no opinion as to any matters governed by any law other than the Federal tax law of the United States of America, as described below. In particular, we do not purport to pass on any matter governed by the laws of the Commonwealth of The Bahamas and no opinions are expressed as to state, local or foreign tax consequences.

        The opinion expressed herein is based upon current provisions of the United States Internal Revenue Code of 1986, as amended, United States Treasury Regulations promulgated thereunder, published pronouncements of the United States Internal Revenue Service and case law, any of which may be changed at any time with retroactive effect. Any change in applicable laws or any inaccuracy in the statements, facts, assumptions or representations upon which we have relied, may affect the continuing validity of our opinion as set forth herein. We assume no responsibility to inform you of any such change or inaccuracy that may occur or come to our attention.

        We are furnishing this opinion to you solely for your benefit in connection with the filing of the Registration Statement and the Prospectus, and this opinion may not be relied upon by any other person or for any other purpose or used, circulated, quoted or otherwise referred to for any other purpose.

        This opinion is being provided for the benefit of the Issuer so that the Issuer may comply with its obligation under the Federal securities laws. We consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement and to the reference to our firm name therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the SEC promulgated thereunder nor do we admit that we are experts with respect to any part of such Registration Statement within the meaning of the term "experts" as used in the Securities Act.

Very truly yours,

Cravath, Swaine & Moore LLP

Kerzner International Limited
            Coral Towers
                        Paradise Island
                                    The Bahamas

2

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,
	1999		2000 (2)		2001		2002		2003		Quarter Ended March 31, 2004
Income (loss) from continuing operations before provision for income taxes and minority interest	75,591		(109,134	)	38,359		47,760		71,769		38,852
Fixed charges	57,457		58,713		63,881		41,728		32,059		9,322
Amortization of capitalized interest	1,417		1,579		1,948		1,985		1,993		502
Distributed income of equity investees	39,540		18,590		20,036		30,258		21,864		13,058
Less: Equity earnings in equity investees	(36,246	)	(23,733	)	(26,473	)	(24,832	)	(33,640	)	(13,422	)
Less: Capitalized interest	(4,865	)	(11,072	)	(1,099	)	(237	)	(433	)	(520	)
Less: Minority interest that have not incurred fixed charges	—		—		—		—		(1,340	)	2,152
Earnings available for fixed charges	132,894		(65,057	)	96,652		96,662		92,272		49,944
Interest expense and amortization of debt issuance costs, discounts and premiums	50,699		45,678		60,375		39,104		29,264		8,164
Capitalized interest	4,865		11,072		1,099		237		433		520
Interest component of rentals (3)	1,893		1,963		2,407		2,387		2,362		638
Total fixed charges	57,457		58,713		63,881		41,728		32,059		9,322
Ratio of earnings to fixed charges	2.31		—		1.51		2.32		2.88		5.36

(1)The consolidated financial statements for the years ended December 31, 2002, 2001, 2000 and 1999 were restated. See “Note 2 - Restatement and Reclassifications” to our consolidated financial statements included in our Annual Report on Form 20-F incorporated by reference into this prospectus.

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

(3)The Company estimates the interest component of rentals to be 0.33.

EX-23.3

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EXHIBIT 23.3

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-3 of our report dated March 29, 2004, appearing in the Annual Report on Form 20-F of Kerzner International Limited and subsidiaries (the "Company") for the year ended December 31, 2003. Such report expresses an unqualified opinion and includes explanatory paragraphs relating to the Company's adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" in 2002, and the restatement of the 2002 and 2001 consolidated financial statements.

        We also consent to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Parsippany, New Jersey
July 2, 2004

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.4

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EXHIBIT 23.4

Consent of Independent Registered Public Accounting Firm

        We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of Kerzner International Limited of our report dated March 24, 2004, which appears in its Annual Report on Form 20-F. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Hartford, CT
July 1, 2004

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Consent of Independent Registered Public Accounting Firm

EX-23.5

Exhibit 23.5

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in this Registration Statement and related Prospectus of Kerzner International Limited for the registration of $230,000,000 of its Convertible Senior Subordinated Notes and to the incorporation by reference therein of our report dated February 1, 2002, except for Note 9 as to which the date is January 31, 2003 on the financial statements of Resorts International Hotel, Inc. for the period from January 1, 2001 to April 24, 2001, referred to in the report of Deloitte and Touche LLP on the financial statements of Kerzner International Limited included in Kerzner International Limited’s Annual Report on Form 20-F for the year ended December 31, 2003, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

June 30, 2004

EX-24.1

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EXHIBIT 24.1

KERZNER INTERNATIONAL LIMITED

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 (including post-effective amendments) to this Registration Statement on Form F-3, and to file the same, with all exhibits thereto and all 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 anything appropriate or necessary to be done about the premises, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming that such 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 for Kerzner International Limited on June 30, 2004 in the capacities indicated.

Signature	Capacity
/s/  HOWARD B. KERZNER Howard B. Kerzner	Chief Executive Officer (principal executive officer)
/s/  SOLOMON KERZNER Solomon Kerzner	Chairman of the Board
/s/  JOHN R. ALLISON John R. Allison	Executive Vice President and Chief Financial Officer (principal financial and accounting officer)
Peter N. Buckley	Director
Howard S. Marks	Director
/s/  ERIC B. SIEGEL Eric B. Siegel	Director
/s/  HEINRICH VON RANTZAU Heinrich von Rantzau	Director
/s/  WILLIAM C. MURTHA William C. Murtha	Authorized Representative in the United States

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KERZNER INTERNATIONAL LIMITED POWER OF ATTORNEY

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)

	59-2283428
(State of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
800 Brickell Avenue Suite 300 Miami, Florida	33131
(Address of principal executive offices)	(Zip code)

KERZNER INTERNATIONAL LIMITED

(Exact name of obligor as specified in its charter)

Commonwealth of The Bahamas	98-0136554
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Executive Offices
Coral Towers
Paradise Island, The Bahamas
(Address of principal executive offices)	(Zip code)

2.375% Convertible Senior Subordinated Notes due 2024

(Title of the indenture securities)

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	Atlanta, Georgia 30309
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. 333-100717).

2.A copy of certificate of authority of the trustee to commence business.
(Exhibit 2 to Form T-1 filed with Registration Statement No. 333-100717).

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. 333-100717).

4.A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-100717).

6.The consent of the trustee required by Section 321(b) of the Act.

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.

2

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 24th day of June, 2004.

THE BANK OF NEW YORK TRUST
COMPANY, N.A.
By:	/S/	CRAIG A. KAYE
Name:		CRAIG A. KAYE
Title:		ASSISTANT TREASURER

3

EXHIBIT 6

CONSENT OF THE TRUSTEE

Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of Kerzner International Limited’s 2.375% Convertible Senior Subordinated Notes due 2024, The Bank of New York Trust Company, N.A., hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

THE BANK OF NEW YORK TRUST
COMPANY, N.A.
By:		/S/	CRAIG A. KAYE
	Name:		CRAIG A. KAYE
	Title:		ASSISTANT TREASURER

Jacksonville, Florida
June 24, 2004

EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 800 Brickell Avenue, Suite 100, Miami, FL 33131

At the close of business March 31, 2004, 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	5,651
Interest-bearing balances	3,302
Securities:
Held-to-maturity securities	0
Available-for-sale securities	8,726
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold	0
Securities purchased under agreements to resell	0
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)	1,112
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	60,292
Other Intangible Assets	19,132
Other assets	3,518
Total assets	101,733

LIABILITIES
Deposits:
In domestic offices	241
Noninterest-bearing	241
Interest-bearing	0
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)	6,000
Bank’s liability on acceptances executed and outstanding	0
Subordinated notes and debentures	0
Other liabilities	4,054
Total liabilities	10,295
Minority interest in consolidated subsidiaries	0
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	750
Surplus	69,299
Retained earnings	21,388
Accumulated other comprehensive income	1
Other equity capital components	0
Total equity capital	91,438
Total liabilities, minority interest, and equity capital	101,733

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.

Richard G. Jackson	)
Nicholas C. English	)	Directors
Karen B. Shupenko	)