**EXHIBIT4.3(i)**

 

EXECUTION COPY

 

FIRST AMENDMENT TOCREDIT AGREEMENT

 

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

 

WITNESSETH:

 

 

WHEREAS, the Borrowers, the Lenders, JPMorgan ChaseBank, acting through one or more of its agencies, branches or affiliates as theAdministrative Agent, Deutsche Bank Securities Inc. and Wells Fargo Bank, N.A.,as Co-Syndication Agents and Bank of America, N.A. and Bear Stearns CorporateLending Inc., as Co-Documentation Agents are party to the Fifth Amended andRestated Credit Agreement, dated as of July 7, 2004 (as amended or otherwisemodified prior to the date hereof, the “Existing Credit Agreement”, andas 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 Lendersamend certain provisions of the Existing Credit Agreement and the Lenders arewilling, on the terms and subject to the conditions hereinafter set forth, tomodify the Existing Credit Agreement as set forth below;

 

NOW, THEREFORE, the parties hereto hereby covenant andagree as follows:

 

ARTICLE I

 

DEFINITIONS

 

 

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

 

“Amendment” is defined in the preamble.

 

“Amendment Effective Date” is defined in ArticleIII.

 

“Borrower” is defined in the preamble.

 

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“Credit Agreement” is defined in the firstrecital.

 

“Existing Credit Agreement” is defined in the firstrecital.

 

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

 

ARTICLE II

 

AMENDMENTS AND MODIFICATIONS TO CREDIT AGREEMENT

 

 

Effective on (and subject to the occurrence of) theAmendment Effective Date, the provisions of the Existing Credit Agreement andeach 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 somodified, the Existing Credit Agreement shall continue in full force and effectin accordance with its terms.

 

SECTION 2.1. Amendments toArticle I.  Section 1.1 of theExisting Credit Agreement is hereby amended by:

 

(a)                                  inserting the following definitions in the appropriatealphabetical order:

 

“FirstAmendment” means the First Amendment to Credit Agreement, dated as of February15, 2005 among the Borrowers and the Lenders party thereto.

 

“FirstAmendment 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 approximately600-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 Liensgranted by KIL or any of its Subsidiaries to the Administrative Agent for thebenefit of the Secured Parties (and hereby authorize the Administrative Agentto execute amendments to any Loan Documents necessary to give effect to suchreleases) in the following:

 

(a)                                  adeposit of $74,000,000 in cash, Cash Equivalent Investments and/or marketablesecurities made by KIL or such Subsidiary to secure KIL or such Subsidiary’sobligations to contribute equity capital under a certain joint ventureagreement 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 ScheduleI and (ii) an area of up to 8 acres described in a survey delivered to the

 

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

 

ARTICLE III

 

CONDITIONS TO EFFECTIVENESS

 

 

This Amendment and the amendments contained hereinshall become effective on the date (the “Amendment Effective Date”) wheneach of the conditions set forth in this Article III shall have beenfulfilled to the satisfaction of the Administrative Agent.

 

SECTION 3.1.  Counterparts.  The Administrative Agent shall have receivedcounterparts hereof executed on behalf of the Borrowers and the RequiredLenders.

 

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

 

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

 

ARTICLE IV

 

MISCELLANEOUS

 

 

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

 

SECTION 4.2.  Loan Document Pursuantto Existing Credit Agreement. This Amendment is a Loan Document executed pursuant to the ExistingCredit Agreement and shall (unless otherwise expressly indicated therein) beconstrued, administered and applied in accordance with all of the terms andprovisions of the Existing Credit Agreement, as amended hereby, includingArticle X thereof.

 

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

 

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

 

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

 

SECTION 4.5.  Governing Law.  **THISAMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNALLAWS 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 ExistingCredit Agreement and the Loan Documents shall remain unchanged and shallcontinue to be, and shall remain, in full force and effect in accordance withtheir respective terms.  The amendmentsset forth herein shall be limited precisely as provided for herein to theprovisions expressly amended herein and shall not be deemed to be an amendmentto, waiver of, consent to or modification of any other term or provision of theExisting Credit Agreement or any other Loan Document or of any transaction orfurther or future action on the part of any Obligor which would require theconsent of the Lenders under the Existing Credit Agreement or any of the LoanDocuments.

 

SECTION 4.7.  Representations andWarranties.  In order toinduce the Lenders to execute and deliver this Amendment, the Borrowers herebyrepresents and warrants to the Lenders, on the Amendment Effective Date, aftergiving effect to this Amendment, all statements set forth in Section 5.2.1 ofthe Credit Agreement are true and correct as of such date, except to the extentthat any such statement expressly relates to an earlier date (in which casesuch statement was true and correct on and as of such earlier date).

 

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IN WITNESS WHEREOF, the parties hereto have executedand 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 |   |
|        |                                            |  |  |  |  |  |  |

 

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|   | 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 |
|        |                                         |  |  |  |  |  |

 

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|   | 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 |
|        |                                |  |  |  |  |  |

 

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