**EXHIBIT 1.1(b)**

** **

**KERZNERINTERNATIONAL LIMITED**

# **Amended and Restated**

# **ARTICLES OF ASSOCIATION**

 

**PRELIMINARY AND CONSTRUCTION**

 

 

1.                                       (1) In these Articles, except where thesubject or context otherwise requires:

 

**“Articles**” means the articles of association ofthe Company on the date hereof as the same may be amended from time to time;

 

the **“board**” means the directors or any of them acting as the boardof directors of the Company;

 

**“business day”**means a day (other thana Saturday or a Sunday) or any other day declared to be a public holiday underthe Public Holidays Act, Chapter 30 of the Statute Laws of the Commonwealth;

 

**“Commonwealth”** means the Commonwealthof The Bahamas;

 

**“The International Business Companies Act”** means the International BusinessCompanies Act 2000, Chapter 309 of the Statute Laws of the Commonwealth,including any modification or re-enactment thereof for the time being in force;

 

**“Company”**means Kerzner InternationalLimited, the company to which these Articles apply.

 

**“director”** means a director ofthe Company;

 

**“dollar”**, or **“$”** means the lawful currency of the UnitedStates of America;

 

**“holder”** means, inrelation to any shares, the member whose name is entered in the register ofmembers as the holder of such shares;

 

**“member”**means the holderof any shares in the Company whose name is entered on the register of members;

 

**“Ordinary Shares”** means ordinary shares of $0.01 each ofthe Company, without reference to a series, having the rights set forth inthese Articles;

 

**“PreferenceShares”** means the Preference Shares of $0.01 each of the Company having therights set forth in these Articles;

 

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**“secretary”** means the secretary ofthe Company and includes a joint, assistant, deputy or temporary secretary andany other person appointed to perform the duties of the secretary;

 

**“shares”** means shares in theCompany including the Ordinary Shares and the Preference Shares.

 

(2) Save as aforesaid or asotherwise defined herein any words or expressions defined in the InternationalBusiness Companies Act (but excluding any modification thereof not in force atthe date of adoption of these Articles) shall, if not inconsistent with thesubject or the context, bear the same meaning in these Articles.

 

(3) For the purposes of theseArticles, references to writing include references to any visible substitutefor writing and to anything partly in one form and partly in another form;words denoting the singular number include the plural number and vice versa;words denoting the masculine gender include the feminine gender and vice versa;and references to persons include references to bodies corporate, partnerships,joint ventures, trusts or other enterprises.

 

2.                                       In addition to theregistered office of the Company in the Commonwealth, which shall be at suchplace as the directors shall from time to time appoint, the Company may have anoffice for the transaction of business at any other place, and meetings of theCompany or of the directors may be held either within or without theCommonwealth at such place as the directors may determine.

 

### **SHARES**

### ** **

3.                                       The authorized sharecapital of the Company at the date of adoption of these Articles is $350,000divided into 250,000,000 Ordinary Shares of $0.001 each and 100,000,000Preference Shares of $0.001 each. Preference Shares may be issued by the Directors from time to time inone or more Series having such rights as the board may by resolutiondetermine.  All the shares of the Companyshall be in registered form, shall be fully paid for at the time of issuanceand shall be non-assessable.

 

4.                                       Without prejudice toany special rights previously conferred on the holders of existing shares inthe Company, any Preference Shares in the Company may be issued with suchpreferred, deferred or other special rights or such restrictions, whether inregard to dividend, voting, return of share capital or otherwise, as the boardmay from time to time by resolution determine. Preference Shares may be voting, non-voting or voting only for specificpurposes or in specific circumstances; provided, however, that the Companyshall be prohibited from issuing any non-voting Preference Shares which are notentitled to elect at least one director of the Company in the specific casewhere an event of default in the payment of dividends has occurred and iscontinuing with respect to such shares.

 

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5.                                       Where at any time the share capital isdivided into different classes or series of shares, the rights attached to anyclass or series (unless otherwise provided by the terms of issue of the sharesof that class or series) may only be varied or abrogated with the sanction of aresolution of the board and either (i) the consent in writing of the holders ofa majority in nominal value of the issued shares of the class or series or (ii)the sanction of a resolution of members holding shares of that class or seriespassed at a separate general meeting of the holders of the shares of that classor series.

 

##### **CERTIFICATES**

##### ** **

6.                                       The board may electthat no certificates be issued with respect to the shares of the Company.  In the event that the board does not soelect, every person whose name is entered as a member in the register ofmembers shall, without payment, be entitled to a certificate under the commonseal of the Company specifying the share or shares held by him, provided thatin respect of a share or shares held jointly by several persons the Companyshall not be bound to issue more than one certificate, and delivery of acertificate for a share to one of several joint holders shall be sufficientdelivery to all.

 

7.                                       A share certificatedefaced, lost or destroyed may be renewed or replaced on payment of such fee,if any, as may be prescribed, and on such terms, if any, as to evidence andindemnity as the directors think fit.

 

### **PURCHASE OF SHARES**

### ** **

8.                                       Subject to and inaccordance with the provisions of the International Business Companies Act andwithout prejudice to any relevant special rights attached to any class orseries of shares, the Company may with the agreement of the holders of therelevant shares purchase any of its own shares of any class or series(including redeemable shares) at any price (whether at par or above or belowpar), and any shares to be so purchased may be selected by the Company in any mannerwhatsoever.

 

#### **TRANSFER ANDTRANSMISSION OF SHARES**

#### ** **

9.                                       Subject to Article 10, theinstrument of transfer of any share in the Company shall be executed by thetransferor (or its duly authorized agent), and the transferor shall be deemedto remain the holder of the share until the name of the transferee is enteredin the register of members in respect thereof.

 

10.                                 Shares in the Companyshall be transferred in any usual or common form.  The transfer agent for the Company or theCompany’s board may determine if a form of transfer is usual or common in thecase of any question or dispute concerning a transfer.

 

11.                                 The board may:

 

(a)          decline to register a transfer of shares unlessthe instrument of transfer is accompanied by the certificate or certificates ofthe shares

 

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to which it relates (subjectto the board’s right to dispense with certificates pursuant to Article 6),and such other evidence as the board may reasonably require to show the rightof the transferor to make the transfer; and

 

(b)         suspend the registration of transfers during thefourteen days prior to a general meeting.

 

12.                                 The executors oradministrators of a deceased sole holder of a share shall be the only personsrecognized by the Company as having any title to the share.  In the case of a share registered in thenames of two or more holders, the survivors or the executors or administratorsof the deceased survivor shall be the only persons recognized by the Company ashaving any title to the share.

 

13.                                 Any person becoming entitled to a sharein consequence of the death or bankruptcy of a member shall, upon such evidencebeing produced as may from time to time be required by the board, have theright, either to be registered as a member in respect of the share or, insteadof being registered himself, to make such transfer of the share as the deceasedor bankrupt person could have made; but the directors shall, in either case,have the same right to decline or suspend registration as they would have hadin the case of a transfer of the share by the deceased or bankrupt personbefore the death or bankruptcy.

 

14.                                 A person becomingentitled to a share by reason of the death or bankruptcy of the holder shall beentitled to the same dividends and other advantages to which he would beentitled if he were the registered holder of the share, except that he shallnot, before being registered as a member in respect of the share, be entitledin respect of it to exercise any right conferred by membership in relation tomeetings of the Company.

 

**AMENDMENT OF COMPANY’S ARTICLES OR MEMORANDUM OF ASSOCIATION**

 

15.                                 The board shall have the power to amendthe Company’s Articles or Memorandum of Association by a vote of a majority ofthe directors present at a meeting or by a written consent signed by a majorityof directors then in office.

 

### **ALTERATION OF CAPITAL**

### ** **

16.                                 The Company may, by aresolution of the holders of Ordinary Shares, increase the share capital bysuch sum to be divided into shares of such amount as the resolution shallprescribe.

 

17.                                 The Company may, byresolution of the board (and the holders of the Ordinary Shares, if and to theextent, required by the International Business Companies Act):

 

(a)                                  consolidate and divideits share capital into shares of larger amount than its existing shares;

 

(b)                                 subdivide its existingshares, or any of them or divide the whole or any part of its share capitalinto shares of smaller amount than is fixed by the

 

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Articles; or

 

(c)                                  reduce its share capital in any mannerand with and subject to any incident authorized and consent required by law.

 

 

### **GENERAL MEETINGS**

### ** **

18.                                 A general meeting shallbe held once in every year at such time (not being more than fifteen monthsafter the holding of the last preceding general meeting) and at such place asmay be prescribed by the board.

 

19.                                 In default of a generalmeeting so held, a general meeting shall be held in the month next followingand may be convened by any two or more members holding Ordinary Shares carryingat least one-tenth of the votes of all members entitled to vote at generalmeetings, in the same manner as nearly as possible as that in which meetingsare to be convened by the board and any such meeting shall be held at suchplace as the members convening the meeting may designate in the notice thereof.

 

20.                                 The above-mentionedgeneral meetings shall be called annual general meetings; all other generalmeetings shall be called extraordinary.

 

21.                                 The board may, whenever it thinks fit,convene an extraordinary general meeting, and extraordinary general meetingsshall also be convened by the board on the requisition, in accordance with Section 59of the International Business Companies Act, of members of the Company holdingnot less than one-tenth of the paid-up****capitalof the Company, or, in default, may be convened by such requisitionists, asprovided by Section 59(2) of the International Business Companies Act.

 

### **PROCEEDINGS AT GENERAL MEETINGS**

### ** **

22.                                 (1) Thirty-days’ noticeat the least (exclusive of the day on which the notice is served or deemed tobe served, but inclusive of the day for which notice is given) specifying theplace, the day and the hour of meeting and, in case of special business, thegeneral nature of that business, shall be given in the manner hereinaftermentioned, or in such other manner, if any, as may be prescribed by the Companyin general meeting, to such persons as are under the Articles entitled toreceive such notices from the Company.

 

(2) Every notice convening ageneral meeting shall include a statement having reasonable prominence that amember entitled to attend and vote is entitled to appoint a proxy to attend andvote instead of him, and that a proxy need not also be a member.

 

23.                                 All business shall bedeemed special that is transacted at an extraordinary general meeting, as shallall business that is transacted at an annual general meeting with the exceptionof (i) sanctioning a dividend, (ii) the consideration of the accounts, balance-sheetsand the ordinary report of the directors and

 

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auditors, and (iii) electionof directors and other officers in the place of those retiring by rotation.

 

24.                                 No business shall betransacted by any general meeting unless a quorum of members is present at thetime when the meeting proceeds to business; save as herein otherwise provided,members present in person or by proxy holding at least a majority of eachseries then outstanding of Ordinary Shares shall be a quorum.

 

25.                                 Where within half an hour from the timeappointed for the meeting a quorum is not present, the meeting, if convenedupon the requisition of members, shall be dissolved; in any other case it shallstand adjourned to the same day in the next week, at the same time and placeand where at the adjourned meeting a quorum is not present within half an hourfrom the time appointed for the meeting, the members present shall be a quorum.

 

26.                                 The chairman, if any,of the board shall preside as chairman at every general meeting of the Company.

 

27.                                 Where there is no suchchairman or at any meeting he is not present within fifteen minutes after thetime appointed for holding the meeting or at which he is unwilling to act aschairman, the directors in office prior to such meeting who are present shallchoose some one of their number to be chairman.

 

28.                                 (1) The chairman may,with the consent of any meeting (on a class-by-class basis) at which a quorumis present (and shall if so directed by the meeting), adjourn the meeting fromtime to time and from place to place, but no business shall be transacted atany adjourned meeting other than the business left unfinished at the meetingfrom which the adjournment took place.

 

(2) When a meeting is adjournedfor ten days or more, notice of the adjourned meeting shall be given as in thecase of any original meeting.

 

(3) Save as aforesaid, itshall not be necessary to give any notice of an adjournment or of the businessto be transacted at an adjourned meeting.

 

29.                                 At any general meetinga resolution put to the vote of the meeting shall be decided on a voice call orshow of hands, unless a poll is (before or on the declaration of the result ofthe show of hands) demanded by at least two members present in person or byproxy holding Ordinary Shares carrying at least one-tenth of the votes of allmembers entitled to vote at the meeting or by the chairman and unless a poll isso demanded, a declaration by the chairman that a resolution has, on a voicecall or show of hands, been carried or carried unanimously or by a particularmajority or lost, and an entry to that effect in the book of the proceedings of’the Company, shall be conclusive evidence of the fact, without proof of thenumber or proportion of the votes recorded in favor of or against thatresolution.

 

30.                                 If a poll is duly demanded it shall betaken in such manner as the chairman directs, and the result of the poll shallbe deemed to be the resolution of the meeting at which the poll was demanded.

 

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31.                                 The demand for a pollmay, before the poll is taken, be withdrawn but only with the consent of thechairman and a demand so withdrawn shall not be taken to have invalidated theresult of the voice call or show of hands taking place before the demand wasmade.

 

### **VOTES OF MEMBERS**

### ** **

32.                                 Every member shall have one vote for eachOrdinary Share of which he is the holder. Voting rights of Preference Shares (if any) shall be as specified inaccordance with Article 4.

 

33.                                 In the case of jointholders the vote of the senior who tenders a vote, whether in person or byproxy, shall be accepted to the exclusion of the votes of the other jointholders; and for this purpose seniority shall be determined by the order in whichthe names stand in the register of members.

 

34.                                 A member of unsound mind, or in respectof whom an order has been made by any court having jurisdiction with respect topersons of unsound mind, may vote, whether on a voice call, show of hands or ona poll, by his committee or other person in the nature of a committee appointedby that court.

 

### **PROXIES**

### ** **

35.                                 (1) The instrumentappointing a proxy shall be in writing under the hand of the appointer or hisattorney duly authorized in writing or, if the appointer is a corporation,either under the common seal or under the hand of an officer or attorney soauthorized.

 

(2)                                  An instrumentappointing a proxy may be in the following form or in any other form which theboard may approve:

 

“I                                                of                                                   beinga member of Kerzner International Limited, hereby appoint                                of                                         asmy                                                                         proxyto vote for me and on my behalf at the general meeting of the Company to beheld on the      day of and at any adjournmentthereof.”

 

Signed this         dayof

 

36.                                 The instrumentappointing a proxy and the power of attorney or other authority, if any, underwhich it is signed or a certified copy of that power or authority shall bedeposited at the registered office of the Company not less than forty-eighthours, before the holding of the meeting at which the person named in theinstrument proposes to vote, or shall be delivered in person to the secretaryof the Company at such meeting or such person or persons as may be designatedby the secretary of the Company at such meeting, and in default the instrumentof proxy shall not be treated as valid.

 

37.                                 A vote given inaccordance with the terms of an instrument of proxy shall be valid

 

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notwithstanding the previousdeath or insanity of the principal or revocation of the instrument of proxy, orthe authority under which the instrument of proxy was executed, or transfer ofthe shares in respect of which the vote is given, provided no intimation inwriting of the death, insanity, revocation or transfer shall have been receivedat the registered office of the Company before the meeting or adjourned meetingat which the instrument or proxy is used.

 

### **CORPORATE REPRESENTATIVES**

### ** **

38.                                 Any body corporatewhich is a member of the Company may by resolution of its directors or othergoverning body or by authority to be given under seal or under the hand of anofficer duly authorized by it authorize such person as it thinks fit to act asits representative at any meeting of the Company or at any separate meeting ofthe holders of any class or series of shares and such authority may be generalor in respect of specific meetings.  Aperson so authorized shall be entitled to exercise the same power on behalf ofthe grantor of the authority as the grantor could exercise if it were an individualmember of the Company and the grantor shall for the purposes of these Articlesbe deemed to be present in person at any such meeting if a person so authorizedis present at it.

 

**CLASS MEETINGS****SERIES MEETINGS**

### ** **

39.                                 All provisions of theseArticles relating to general meetings of the Company shall apply mutatismutandis to every separate meeting of the holders of any class or series ofshares in the capital of the Company.

 

### **DIRECTORS**

### ** **

40.                                 Unless otherwisedetermined by a resolution of the board, the number of the directors shall be seven.

 

41.                                 Subject to theprovisions of Articles 42 to 44 the directors shall be appointed and may beremoved in accordance with the International Business Companies Act.

 

42.                                 If the board sodetermines, holders of Ordinary Shares may propose candidates for nomination tothe board in accordance with such procedures and terms as the board shall inits discretion determine, subject to such procedures being in accordance withapplicable laws, rules and regulations including rules or regulations of anystock exchange or quotation system on which the Company’s shares are listed orquoted.

 

43.                                 It shall be presumedthat it is in the best interests of the Company to allow directors toparticipate in meetings of the board or of committees thereof by telephoniccommunication as set forth in Article 57 and, accordingly, it shall be aterm of appointment of each director that he irrevocably consents to theholding of such meetings in the manner set forth in Article 57.

 

44                                    (1) At each annualgeneral meeting, directors shall be elected by resolution of the holders ofOrdinary Shares in accordance with these Articles (including

 

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provisions as to nominationcontained in Article 42).  Subject toearly resignation or removal as provided in these Articles or the InternationalBusiness Companies Act, any director so appointed shall hold office until thedate of the next annual general meeting of the Company, or if later, the datehis successor is duly elected and qualified.

 

(2) If any director resigns oris removed prior to the expiration of his term on the applicable annual generalmeeting date, his successor shall be appointed by a majority vote of thedirectors remaining at such time.

 

### **EXECUTIVE DIRECTORS**

### ** **

45.                                 The board may appointone or more of its body to be the holder of any one or more executive office(except that of auditor) under the Company and may enter into an agreement orarrangement with any director for his employment by the Company or for theprovision by him of any services outside the scope of the ordinary duties of adirector.  Any such appointment,agreement or arrangement may be made upon such terms, including terms as toremuneration, as the board determines, and any remuneration which is sodetermined may be in addition to or in lieu of any ordinary remuneration as adirector.  The board may revoke or varyany such appointment but without prejudice to any rights or claims which theperson whose appointment is revoked or varied may have against the Company byreason thereof.

 

46.                                 Any appointment of adirector to an executive office shall terminate if he ceases to be a directorbut without prejudice to any rights or claims which he may have against theCompany by reason of the termination of such appointment. A director appointedto an executive office shall not ipso facto cease to be a director if hisappointment to such executive office terminates.

 

47                                    The emoluments of any director holdingexecutive office for his services as such shall be determined by the board, andmay be of any description, and (without limiting the generality of theforegoing) may include admission to or continuance of membership of any scheme(including any share acquisition scheme) or fund instituted or established orfinanced or contributed to by the Company for the provision of pensions, lifeassurance or other benefits for employees or their dependents, or the paymentof a pension or other benefits to him or his dependents on or after retirementor death, apart from membership of any such scheme or fund.

 

### **POWERS AND DUTIES OF THE BOARD**

### ** **

48.                                 The business of theCompany shall be managed by the board, which may exercise all such powers ofthe Company as are not, by the International Business Companies Act or by theseArticles, required to be exercised by the Company in general or extraordinarymeetings subject nevertheless to these Articles and to the InternationalBusinessCompanies Act.

 

### **PROCEEDINGS OF DIRECTORS**

### ** **

49.                                 (1) The directors maymeet together for the dispatch of business, adjourn and

 

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otherwise regulate theirmeetings, as they think fit.

 

(2) Questions arising at anymeeting shall be decided by a majority of votes.

 

(3) A director may, and thesecretary on the requisition of a director shall, at any time summon a meetingof the directors.  Directors shall begiven reasonable notice (which, except in the case of emergencies, shall be notless than three business days) of the time and place appointed for such meetingof the directors, which notice may be waived by any or all directors at anytime before or after such meeting.

 

50.                                 The quorum necessaryfor the transaction of the business of the directors may be fixed by thedirectors and unless so fixed shall be four.

 

51.                                 The continuingdirectors may act notwithstanding any vacancy in their body, but, if and solong as their number is reduced below the number fixed by or pursuant to theArticles as the necessary quorum of directors, the continuing directors may actfor the purpose of summoning a general meeting of the Company, but for no otherpurpose.

 

52.                                 The directors may electa chairman of their meetings and determine the period for which he is to holdoffice; but if no such chairman is elected or if at any meeting the chairman isnot present within five minutes after the time appointed for holding the same,the directors present may choose one of their number to be chairman of themeeting.

 

53.                                 The directors may delegate any of theirpowers to committees consisting of such members of the Company or members oftheir body as they think fit.   Any committee so formed shall in the exerciseof the powers so delegated conform to any regulations that may be imposed onthem by the directors.

 

54.                                 A committee may elect a chairman of theirmeetings; if no such chairman is elected or if at any meeting the chairman isnot present within five minutes after the time appointed for holding the same,the members present may choose one of their number to be chairman of themeeting.

 

55.                                 (1) A committee shallmeet and adjourn as determined by the board and otherwise as they think proper.

 

(2) Questions arising at anymeeting shall be determined by a majority of votes of the members present.

 

56.                                 A resolution in writingsigned by a simple majority of the directors entitled to vote on thatresolution at a meeting of the board or of the members of an existing committeeof the board with authority to consider and act on the matter (not being lessthan the number of directors required to form a quorum of the board) shall beas valid and effectual as if it had been passed at a meeting of the board or(as the case may be) a committee of the board duly convened and held and forthis purpose a resolution may consist of several documents to the same effect,each signed by one or more directors.

 

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57.                                 A meeting of the boardor of a committee of the board may, if all the directors consent, consist of aconference between directors who are not all in one place, but of whom each isable (directly or by telephonic communication) to speak to each of the others,and to be heard and recognized by each of the others.  A director taking part in such a conferenceshall be deemed to be present in person at the meeting and shall be entitled tovote or be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest group ofthose participating in the conference is assembled, or, if there is no suchgroup, where the chairman of the meeting then is.  The word “meeting” in these Articles’ shallbe construed accordingly.

 

58.                                 The board shall cause minutes to be madein books provided for the purpose:

 

(a)                                  of all appointments ofofficers made by the board;

 

(b)                                 of the names of thedirectors, members or others present at each meeting of the directors and ofany committee of the directors; and

 

(c)                                  of all resolutions andproceedings at all meetings of the Company and of the board and of committeesof the board.

 

### **POWERS OF ATTORNEY**

### ** **

59.                                 The board may from time to time and atanytime by power of attorney appoint any company, firm or person or body ofpersons, whether nominated directly or indirectly by the board, to be theattorney or attorneys of the Company for such purposes and with such powers,authorities and discretion (not exceeding those vested in or exercisable by theboard under these Articles) and for such period and subject to such conditionsas they may think fit, and any such powers of attorney may contain such provisionsfor the protection and convenience of persons dealing with any such attorney asthe board may think fit and may also authorize any such attorney to delegateall or any of the powers, authorities and discretion vested in him.

 

 

### **THE SEAL**

### ** **

60.                                 The seal of the Company shall not beaffixed to any instrument except by the authority of a resolution of thedirectors, and in the presence of at least two directors and of the secretaryor such other person as the directors may appoint for the purpose; and thosetwo directors and secretary or other person as aforesaid shall sign everyinstrument to which the seal of the Company is so affixed in their presence.

 

### **DIVIDENDS AND RESERVE**

### ** **

61.                                 The board may from timeto time declare and pay to the members of the Company such quarterly dividendsas appear to the directors to be justified by the profits of the Company.

 

62.                                 No dividend shall bepaid otherwise than out of profits or surplus available for the

 

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purpose in accordance with theInternational Business Companies Act.

 

63.                                 The directors may,before recommending any dividend, set aside out of the profits of the Companysuch sums as they think proper as a reserve or reserves which shall, at thediscretion of the directors, be applicable for meeting contingencies or forequalizing dividends or for any other purpose to which the profits of theCompany may be properly applied and pending such application may, at the likediscretion, either be employed in the business of the Company or be invested insuch investments (other than shares of the Company), as the directors may fromtime to time think fit.

 

64.                                 Where several personsare registered as joint holders of any share any one of them may give effectualreceipts for any dividend payable on the share.

 

65.                                 No dividend shall bear interest againstthe Company.

 

### **ACCOUNTS**

### ** **

66.                                 The directors shallcause true accounts to be kept:

 

(a)                            of the sums of moneyreceived and expended by the Company and the matter in respect of which suchreceipt and expenditure takes place; and

 

(b)                           of the assets andliabilities of the Company.

 

67.                                 The books of accountshall be kept at the registered office of the Company or at such other place orplaces as the directors think fit and shall always be open to the inspection ofthe directors.

 

68.                                 The directors shallfrom time to time determine whether and to what extent and at what times andplaces and under what conditions or regulations the accounts and books of theCompany or any of them shall be open to the inspection of members not beingdirectors, and no member (not being a director) shall have any right ofinspecting any account or book or document of the Company except as conferredby statute or authorized by the directors or by the Company in general meeting.

 

69.                                 Once at least in everyyear the directors shall lay before the Company in general meeting a profit andloss account for the period since the preceding account or (in the case of thefirst account) since the incorporation of the Company, made up to a date notmore than six months before such meeting.

 

70.                                 (1) A balance-sheetshall be made out in every year and laid before the Company in general meeting,made up to a date not more than six months before such meeting.

 

(2) The balance-sheet shall beaccompanied by a report of the board as to the state of the Company’s affairsand the amount which they recommend to be paid by way of dividend and theamount, if any, which they propose to carry to a reserve fund.

 

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71.                                 A copy of thebalance-sheet and report shall, seven days previous to the meeting, be sent tothe persons entitled to receive notices of general meetings in the manner inwhich notices are to be given hereunder.

 

### **NOTICES**

### ** **

72.                                 (1) A notice may begiven by the Company to any member either personally or by sending it by postto him to his registered address.

 

(2) Where a notice is sent bypost, service of the notice shall be deemed to be effected by properlyaddressing, pre-paying and posting a letter (by air-mail if to an addressoutside the country from which it is sent) containing the notice and, unlessthe contrary is proved, to have been effected three days after posting (orseven days if sent to an address outside the country from which it is sent).

 

73.                                 A notice may be givenby the Company to the joint holders of a share by giving the notice to thejoint holder named first in the register in respect of the share.

 

74.                                 A notice may be givenby the Company to the persons entitled to a share in consequence of the deathor bankruptcy of a member by sending it through the post in a prepaid letteraddressed to them by name or by the title of representatives of the deceased ortrustees of the bankrupt, or by any like description, at the address, if any,supplied for the purpose by the persons claiming to be so entitled, or (untilsuch · an address has been so supplied) by giving the notice in any manner inwhich the same might have been given if the death or bankruptcy has not occurred.

 

75.                                 Notice of every generalmeeting shall be given in some manner hereinbefore authorized to the members ofthe Company, including any person entitled to a share in consequence of thedeath or bankruptcy of a member, who, but for his death or bankruptcy, would beentitled to receive notice of the meeting and to every director. No otherpersons shall be entitled to receive notices of general meetings.

 

 

### **INDEMNITY**

### ** **

76.                                 The Company shall,subject to the provisions of Article 80, indemnify to the fullest extentpermitted by the International Business Companies Act any person who was or isa party or is threatened to be made a party to any threatened, pending orcompleted action, suit or proceeding, whether civil, criminal, administrativeor investigative and whether external or internal to the Company by reason ofthe fact that he is or was a director or officer of the Company, or is or wasserving at the request of the Company as a director or officer of anothercorporation, partnership, joint venture, trust or other enterprise, againstexpenses (including attorneys’ fees), judgments, fines and amounts paid insettlement actually and reasonably incurred by him in connection with suchsuit, action or proceeding if he acted in good faith and in a manner which hereasonably believed to be in, or not opposed to, the best interests of thecompany, and, with respect to any criminal action or proceeding, had noreasonable cause to believe that his

 

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conduct was unlawful.

 

77.                                 Subject to Article 80,expenses incurred by a director or officer in defending a civil or criminalaction, suit or proceeding shall be paid by the Company in advance of the finaldisposition of such action, suit or proceeding upon receipt of an undertakingby or on behalf of the director or officer to repay such amount if it shallultimately be determined that he is not entitled under Article 76 to beindemnified by the Company in respect of such expenses.

 

78                                    The board shall fromtime to time cause the Company to purchase and maintain insurance fromreputable insurance carriers on behalf of any person who is or was a directoror officer of the Company, or is or was serving at the request of the Companyas a director or officer of another corporation, partnership, joint venture,trust or other enterprise, against any liability asserted against him andincurred by him in any such capacity, or arising out of his status as such withreasonable limits and subject to reasonable and customary deductibles, for solong as such insurance is available from such carriers.

 

79.                                 The Company’sindemnification under Article 76 of any person who is or was a director orofficer of the Company, or is or was serving, at the request of the Company asa director or officer of another corporation, partnership, joint venture, trustor other enterprise, shall be reduced by amounts such person receives asindemnification (i) under any policy of insurance purchased and maintained onhis behalf by the Company, (ii) from such other corporation, partnership, jointventure, trust or other enterprise, or (iii) under any other applicableindemnification provision.

 

80.                                 (a)                                  It shall be a conditionof the Company’s obligation to indemnify or advance expenses, under Articles 76and 77 that the person asserting, or proposing to assert, the right to beindemnified, promptly after receipt of notice of commencement of any action,suit or proceeding in respect of which a claim or indemnification is or is tobe made against the Company notify the Company of the commencement of suchaction, suit or proceeding, including therewith a copy of all papers served andthe name of counsel retained or to be retained by such person in connectionwith such action, suit or proceeding, and thereafter to keep the Company timelyand fully apprised of all developments and proceedings in connection with suchaction, suit or proceeding or as the Company shall request; and the fees andexpenses of any counsel retained by a person asserting or proposing to assert,the right to be indemnified under Article 76 shall be at the expense ofsuch person unless the counsel retained shall have been approved by the Companyin writing, which approval shall not be unreasonably withheld.

 

(b)                                 If a claim forindemnification or advancement of expenses under Articles 76 and 77 is not paidin full by the Company within forty five (45) days after a written claimtherefor has been received by the Company, the claimant may at any timethereafter bring suit against the Company to recover the unpaid amount of theclaim and, if successful in whole or in part, the claimant shall be entitled tobe paid also the expenses of prosecuting such claim.

 

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81.                                 To the fullest extentpermitted by the International Business Companies Act as it exists on the datehereof or as it may hereafter be amended, no director or officer of the Companyshall be liable to the Company or its members for monetary or other damages forbreach of fiduciary duty as a director or officer.

 

82.                                 The provisions ofArticles 76 to 81 shall continue as to, and for the benefit of, a person whohas ceased to be a director or officer and shall inure to the benefit of theheirs, executors and administrators of such a person.

 

83.                                 No amendment to orrepeal of the provisions of Articles 76 to 82 shall apply to or have any effecton the eligibility for, or entitlement to, indemnification advancement ofexpenses and the other rights provided by, or granted pursuant to, Articles 76to 82 for or with respect to any acts or omissions of any director or officeroccurring prior to any such amendment or repeal.

 

**DISQUALIFIED SHAREHOLDER PROVISIONS**

 

84                                    (A)                              If the Company becomes,and so long as it remains, either a holding company or an intermediary holdingcompany subject to regulation under any Gaming Laws, all Securities (ashereinafter defined) of the Company shall be held subject to the applicableprovisions of such Gaming Laws.  If any person (as hereinafter defined)which beneficially owns Securities of the Company (i) is requested or requiredpursuant to any Gaming Law to appear before, or submit to the jurisdiction of,or provide information to, any Gaming Authority and either refuses to do so orotherwise fails to comply with such request or requirement within a reasonableperiod of time or (ii) is determined or shall have been determined by anyGaming Authority not to be suitable or qualified with respect to the actual or beneficialownership of Securities of the Company, then at the election of the Company(unless otherwise required by any Gaming Authority or Gaming Law):  (a)each such person owning such Securities in the Company hereby agrees to sell tothe Company and the Company shall have the absolute right in its sole discretionto repurchase, any or all of the Securities of the Company beneficially ownedby such person at a price determined pursuant to paragraph (C) hereof; or (b)each such person owning such Securities in the Company hereby agrees tootherwise dispose of his or her interest in the Company within the 120 dayperiod commencing on the date on which the Company receives notice from aGaming Authority of such holder’s unsuitability or disqualification (or anearlier time if so required by a Gaming Authority or any Gaming Law) and theCompany shall have no obligation to repurchase, any or all of the Securities ofthe Company beneficially owned by such person.  The operation of this Article 84shall not be stayed by an appeal from a determination of any Gaming Authority.

 

(B)                                If the Company intendsto repurchase Securities beneficially owned by any person referred to in clause(i) or (ii) of paragraph (A) hereof, it shall notify the person in writing ofsuch intention, specifying the Securities to be repurchased, the date, time andplace when such repurchase will be consummated (the “Repurchase Date”), whichdate in no event will be earlier than three business days after the date ofsuch notice, and the price at which such Securities will be repurchased (itbeing sufficient for the purposes of this

 

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Article 84 for theCompany to indicate generally that the price will be determined in accordancewith paragraph (C) hereof).  If the Company gives the notice provided forby the preceding sentence (the “Repurchase Notice”), such notice shall bedeemed to constitute a binding agreement on the part of the Company torepurchase, and on the part of the person notified to sell, the Securitiesreferred to in such Notice in accordance with this Article 84. Followingthe Repurchase Date (or an earlier date if required by any Gaming Authority orGaming Law), no dividends will be payable on and no voting rights will beavailable to the holders of any Securities covered by such Repurchase Noticewhich has not been duly delivered by the holder thereof for repurchase by theCompany.  If, following such Repurchase Date, any Securities with respectto which a Repurchase Notice has been given have not been duly delivered by theholder thereof for repurchase by the Company, the Company shall deposit inescrow or otherwise hold in trust for the benefit of such holder an amountequal to the aggregate Market Price (as hereinafter defined) of the stock to berepurchased except that to the extent New Shares (as hereinafter defined) areto be repurchased and the Purchase Price (as hereinafter defined) thereof shallhave been publicly disclosed or otherwise made available to the Company, theamount deposited in escrow or otherwise segregated with respect to such NewShares may be the lesser of the Market Price thereof on the date of theRepurchase Notice and the Purchase Price thereof.  The establishment ofsuch an account shall in no way alter the amount otherwise payable to anyperson pursuant to this Article 84.  No interest shall be paid on oraccrue with respect to any amount so deposited or held.

 

(C)                                (i)                                     In the event that theperson to whom a Repurchase Notice is directed pursuant to paragraph (B) hereofhas acquired actual or beneficial ownership of Securities within the 24-monthperiod terminating on the date of such Notice (“New Shares”), the price atwhich the Company shall repurchase such New Shares as are covered by theRepurchase Notice shall be the lesser of the Market Price thereof on the dateof such Notice and the Purchase Price thereof.

 

(ii)                                  In the event that theperson to whom a Repurchase Notice is directed pursuant to paragraph (B) hereofhas acquired actual or beneficial ownership of any or all of his or herSecurities prior to the 24-month period terminating on the date of such Notice(“Old Shares”), the price at which the Company shall repurchase such Old Sharesas are covered by the Repurchase Notice shall be the Market Price thereof onthe date of the Repurchase Notice.

 

(iii)                               The Company shall havethe option in its sole discretion of designating which of the Securitiesbeneficially owned by any person referred to in clause (i) or (ii) of paragraph(A) hereof are subject to the Repurchase Notice and, for purposes hereof, itshall be sufficient for the Company to indicate generally that Securities shallbe repurchased based on the order in which they were purchased or based on thereverse of such order.

 

(iv)                              Any person to whom aRepurchase Notice is given pursuant to the provisions of this Article shallhave the burden of establishing to the

 

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satisfaction of the Companythe dates on which and prices at which such person acquired the Securitiessubject to such Notice.

 

(D)                               For the purposes ofthis Article 84:

 

(1)                                  “Affiliate” or “Associate”shall have the respective meanings ascribed to such terms in Rule 12b-2 of therules and regulations under the Exchange Act.

 

(2)                                  “Exchange Act” meansthe U.S. Securities and Exchange Act of 1934, as amended.

 

(3)                                  “Gaming Authority”means any government, court, or federal, state, local, international or foreigngovernmental, administrative or regulatory and licensing body, agency,authority or official, which regulates, has authority over, or otherwise assertsjurisdiction over gaming activities (or proposed gaming activities), gamingoperations or facilities conducted by the Company or any of its subsidiaries orAffiliates, within any gaming jurisdictions (domestic and foreign and thepolitical subdivisions thereof), whether now or hereafter existing.

 

(4)                                  “Gaming Law” means anyfederal, state, local, international or foreign law, statute, order, ordinanceor interpretation pursuant to which any Gaming Authority possesses or assertsregulatory or licensing authority over gaming activities, operations orfacilities within any gaming jurisdictions (domestic and foreign and thepolitical subdivisions thereof), and all rules and regulations promulgated bysuch Gaming Authority thereunder.

 

(5)                                  “Market Price” meansthe average of the last sale prices of a Security on the Composite Tape for NewYork Stock Exchange Listed Stocks for each of the 15 consecutive trading days(the “Valuation Period”) commencing 16 trading days prior to the date inquestion; provided that if such Security is not quoted on the Composite Tape,such average last sale price shall be derived from the average last sale priceson the New York Stock Exchange, or, if such Security is not listed on suchexchange, on the principal United States securities exchange registered underthe Exchange Act on which such Security is listed, or, if such Security is notlisted on any such exchange, the average of the closing bid quotations withrespect to such a Security during the Valuation Period on the Nasdaq NationalMarket or any system then in use, or if no such quotations are available, thefair market value of such a Security on the date in question as determined bythe Board of Directors in good faith.

 

(6)                                  A “person” means anyindividual, firm, corporation, limited liability company, trust or otherentity.

 

(7)                                  A person shall be a “beneficialowner” of any Securities:

 

(i)                                     which such person orany of its Affiliates or Associates beneficially owns, directly or indirectly;or

 

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(ii)                                  which such person orany of its Affiliates or Associates has (a) the right to acquire (whether suchright is exercisable immediately or only after the passage of time), pursuantto any agreement, arrangement or understanding or upon the exercise ofconversion rights, exchange rights, warrants or options, or otherwise, or (b)the right to vote pursuant to any agreement, arrangement or understanding; or

 

(iii)                               which are beneficiallyowned, directly or indirectly, by any other Person with which such person orany of its Affiliates or Associates has any agreement, arrangement orunderstanding for the purpose of acquiring, holding, voting or disposing of anySecurities.

 

(8)                                  “Purchase Price” meansthe price paid to acquire a share of Securities, exclusive of commissions,taxes and other fees and expenses, adjusted for any stock split, stockdividend, combination of shares or similar event.

 

(9)                                  “Securities” means anyshares of capital stock, bonds, notes, convertible debentures, warrants orother instruments that represent a share in the Company or a debt owed by theCompany.

 

(E)                                 A majority of the Boardof Directors shall have the power and duty to determine for the purposes ofthis Article 84 on the basis of information known to them after reasonableinquiry, whether clause (i) or (ii) of paragraph (A) hereof applies to anyperson who beneficially owns Securities of the Company such that the Companyshall have the right to repurchase shares of Securities held by such person orrequire the disposition of such person’s interest in the Company pursuant tothis Article 84.

 

 

 

ADOPTED

 

24th day ofMarch, 2005

 

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