EXHIBIT
4.3(i)


 


EXECUTION COPY


 


FIRST AMENDMENT TO
CREDIT AGREEMENT


 


THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of
February 15, 2005 (this “Amendment”), to the Existing Credit Agreement
(as defined below) is made by Kerzner International Limited, a corporation
organized under the laws of The Commonwealth of the Bahamas (“KIL”),
Kerzner International Bahamas Limited, a corporation organized under the laws
of The Commonwealth of the Bahamas (“KIBL”), Kerzner International North
America, Inc., a Delaware corporation (“KINA”, KIHL, KIBL and KINA each
individually, a “Borrower”, and collectively the “Borrowers”),
and certain of the Lenders (such capitalized term and other capitalized terms
used in this preamble and the recitals below to have the meanings set forth in,
or are defined by reference in, Article I below).


 


W  I
T  N  E  S  S  E  T  H:


 


 


WHEREAS, the Borrowers, the Lenders, JPMorgan Chase
Bank, acting through one or more of its agencies, branches or affiliates as the
Administrative Agent, Deutsche Bank Securities Inc. and Wells Fargo Bank, N.A.,
as Co-Syndication Agents and Bank of America, N.A. and Bear Stearns Corporate
Lending Inc., as Co-Documentation Agents are party to the Fifth Amended and
Restated Credit Agreement, dated as of July 7, 2004 (as amended or otherwise
modified prior to the date hereof, the “Existing Credit Agreement”, and
as amended by this Amendment and as the same may be further amended,
supplemented, amended and restated or otherwise modified from time to time, the
“Credit Agreement”); and


 


WHEREAS, the Borrowers have requested that the Lenders
amend certain provisions of the Existing Credit Agreement and the Lenders are
willing, on the terms and subject to the conditions hereinafter set forth, to
modify the Existing Credit Agreement as set forth below;


 


NOW, THEREFORE, the parties hereto hereby covenant and
agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


 


SECTION 1.1.  Certain Definitions.  The following terms when used in this
Amendment shall have the following meanings (such meanings to be equally
applicable to the singular and plural forms thereof):


 


“Amendment” is defined in the preamble.


 


“Amendment Effective Date” is defined in Article
III.


 


“Borrower” is defined in the preamble.


 





















 


“Credit Agreement” is defined in the first
recital.


 


“Existing Credit Agreement” is defined in the first
recital.


 


SECTION 1.2.  Other Definitions.  Terms for which meanings are provided in the
Credit Agreement are, unless otherwise defined herein or the context otherwise
requires, used in this Amendment with such meanings.


 


ARTICLE II


 


AMENDMENTS AND MODIFICATIONS TO CREDIT AGREEMENT


 


 


Effective on (and subject to the occurrence of) the
Amendment Effective Date, the provisions of the Existing Credit Agreement and
each other Loan Document (to the extent necessary to give effect thereto)
referred to below are hereby modified in accordance with this Article II.  Except as expressly so
modified, the Existing Credit Agreement shall continue in full force and effect
in accordance with its terms.


 


SECTION 2.1. Amendments to
Article I.  Section 1.1 of the
Existing Credit Agreement is hereby amended by:


 


(a)                                  inserting the following definitions in the appropriate
alphabetical order:


 


“First
Amendment” means the First Amendment to Credit Agreement, dated as of February
15, 2005 among the Borrowers and the Lenders party thereto.


 


“First
Amendment Effective Date” means February 15, 2005.


 


(b)                                 amending and restating the definition of “Atlantis Phase III”
in its entirety, as follows:


 


“Atlantis Phase III”
means the expansion of Atlantis, Paradise Island comprised of an approximately
600-room, all-suite hotel to be built on Paradise Island, The Bahamas.


 


SECTION 2.2.  Release of Collateral.  The Lenders hereby agree to release the Liens
granted by KIL or any of its Subsidiaries to the Administrative Agent for the
benefit of the Secured Parties (and hereby authorize the Administrative Agent
to execute amendments to any Loan Documents necessary to give effect to such
releases) in the following:


 


(a)                                  a
deposit of $74,000,000 in cash, Cash Equivalent Investments and/or marketable
securities made by KIL or such Subsidiary to secure KIL or such Subsidiary’s
obligations to contribute equity capital under a certain joint venture
agreement with respect to the Atlantis, The Palm resort development in Dubai,
U.A.E.; and


 


(b)                                 (i)
the property described in the “Ocean Club Survey Plan” attached hereto as Schedule
I and (ii) an area of up to 8 acres described in a survey delivered to the


 





















 


Administrative Agent (and reasonably satisfactory to
the Administrative Agent) no later than 45 days from the date hereof.


 


ARTICLE III


 


CONDITIONS TO EFFECTIVENESS


 


 


This Amendment and the amendments contained herein
shall become effective on the date (the “Amendment Effective Date”) when
each of the conditions set forth in this Article III shall have been
fulfilled to the satisfaction of the Administrative Agent.


 


SECTION 3.1.  Counterparts.  The Administrative Agent shall have received
counterparts hereof executed on behalf of the Borrowers and the Required
Lenders.


 


SECTION 3.2.  Costs and Expenses, etc.  The Administrative Agent shall have received
for the account of each Lender, all fees, costs and expenses due and payable
pursuant to Section 10.3 of the Credit Agreement, if then invoiced.


 


SECTION 3.3.  Satisfactory Legal Form.  The Administrative Agent and its counsel
shall have received all information, and such counterpart originals or such
certified or other copies of such materials, as the Administrative Agent or its
counsel may reasonably request, and all legal matters incident to the
effectiveness of this Amendment shall be satisfactory to the Administrative
Agent and its counsel.  All documents
executed or submitted pursuant hereto or in connection herewith shall be
reasonably satisfactory in form and substance to the Administrative Agent and
its counsel.


 


ARTICLE IV


 


MISCELLANEOUS


 


 


SECTION 4.1.  Cross-References.  References in this Amendment to any Article
or Section are, unless otherwise specified, to such Article or Section of this
Amendment.


 


SECTION 4.2.  Loan Document Pursuant
to Existing Credit Agreement. 
This Amendment is a Loan Document executed pursuant to the Existing
Credit Agreement and shall (unless otherwise expressly indicated therein) be
construed, administered and applied in accordance with all of the terms and
provisions of the Existing Credit Agreement, as amended hereby, including
Article X thereof.


 


SECTION 4.3.  Successors and Assigns.  This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.


 


SECTION 4.4.  Counterparts.  This Amendment may be executed by the parties
hereto in several counterparts, each of which when executed and delivered shall
be an original and all of which shall constitute together but one and the same
agreement.  Delivery of an executed


 





















 


counterpart
of a signature page to this Amendment by facsimile shall be effective as
delivery of a manually executed counterpart of this Amendment.


 


SECTION 4.5.  Governing Law.  THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF NEW YORK.


 


SECTION 4.6.  Full Force and Effect;
Limited Amendment. 
Except as expressly amended hereby, all of the representations,
warranties, terms, covenants, conditions and other provisions of the Existing
Credit Agreement and the Loan Documents shall remain unchanged and shall
continue to be, and shall remain, in full force and effect in accordance with
their respective terms.  The amendments
set forth herein shall be limited precisely as provided for herein to the
provisions expressly amended herein and shall not be deemed to be an amendment
to, waiver of, consent to or modification of any other term or provision of the
Existing Credit Agreement or any other Loan Document or of any transaction or
further or future action on the part of any Obligor which would require the
consent of the Lenders under the Existing Credit Agreement or any of the Loan
Documents.


 


SECTION 4.7.  Representations and
Warranties.  In order to
induce the Lenders to execute and deliver this Amendment, the Borrowers hereby
represents and warrants to the Lenders, on the Amendment Effective Date, after
giving effect to this Amendment, all statements set forth in Section 5.2.1 of
the Credit Agreement are true and correct as of such date, except to the extent
that any such statement expressly relates to an earlier date (in which case
such statement was true and correct on and as of such earlier date).


 





















 


IN WITNESS WHEREOF, the parties hereto have executed
and delivered this Amendment as of the date first above written.


 


 


 


	
   

  	
  KERZNER INTERNATIONAL BAHAMAS

  LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/Giselle
  Pyfrom

  	 

	
   

  	
   

  	
  Name:

  	
  Giselle
  Pyfrom

  	 

	
   

  	
   

  	
  Title:

  	
  Director

  	 

	
   

  	
   

  
	
   

  	
  KERZNER INTERNATIONAL LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/Giselle
  Pyfrom

  	 

	
   

  	
   

  	
  Name:

  	
  Giselle
  Pyfrom

  	 

	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  	 

	
   

  	
   

  
	
   

  	
  KERZNER INTERNATIONAL NORTH

  AMERICA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/Giselle
  Pyfrom

  	 

	
   

  	
   

  	
  Name:

  	
  Giselle
  Pyfrom

  	 

	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  	 

								



 





















 


	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
  (formerly known as JPMORGAN CHASE BANK)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/Donald
  Shokrian

  	 

	
   

  	
   

  	
  Name:

  	
  Donald
  Shokrian

  	 

	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  	 

	
   

  	
   

  
	
   

  	
  SCOTIABANK (BAHAMAS) LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/Edward
  B. Curry

  	 

	
   

  	
   

  	
  Name:

  	
  Edward B.
  Curry

  	 

	
   

  	
   

  	
  Title:

  	
  Senior
  Corporate Manager

  	 

	
   

  	
   

  	
  Commercial
  Banking Centre

  
	
   

  	
   

  
	
   

  	
  BANK OF SCOTLAND

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/Amena
  Nabi

  	 

	
   

  	
   

  	
  Name:

  	
  Amena Nabi

  	 

	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  	 

	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/Brian
  D. Corum

  	 

	
   

  	
   

  	
  Name:

  	
  Brian D.
  Corum

  	 

	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President

  	 

	
   

  	
   

  
	
   

  	
  BEAR STEARNS CORPORATE LENDING INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/Victor
  Bulzacchelli

  	 

	
   

  	
   

  	
  Name:

  	
  Victor
  Bulzacchelli

  	 

	
   

  	
   

  	
  Title:

  	
  Vice
  President

  	 

	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/Steven
  P. Lapham

  	 

	
   

  	
   

  	
  Name:

  	
  Steven P.
  Lapham

  	 

	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  	 

	
   

  	
   

  
	
   

  	
  By:

  	
    /s/Brenda
  Casey

  
	
   

  	
   

  	
  Name:

  	
  Brenda Casey

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
							



 





















 


	
   

  	
  EXPORT DEVELOPMENT CANADA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/Ian
  Cameron

  
	
   

  	
   

  	
  Name:

  	
  Ian Cameron

  
	
   

  	
   

  	
  Title:

  	
  Asset
  Management

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/Sheila
  Salloum

  
	
   

  	
   

  	
  Name:

  	
  Sheila
  Salloum

  
	
   

  	
   

  	
  Title:

  	
  Asset
  Management

  
	
   

  	
   

  
	
   

  	
  THE ROYAL BANK OF SCOTLAND PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/David
  Apps

  
	
   

  	
   

  	
  Name:

  	
  David Apps

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President

  
	
   

  	
   

  
	
   

  	
  CIBC, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/Dean
  J. Decker

  
	
   

  	
   

  	
  Name:

  	
  Dean J.
  Decker

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
  CIBC World
  Markets Corp., AS AGENT