**EXHIBIT2.2(i)**

 

**KERZNERINTERNATIONAL LIMITED**

**KERZNERINTERNATIONAL NORTH AMERICA, INC.**

 

As Issuers

 

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8.875% Senior Subordinated Notes due 2011

 

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SIXTH SUPPLEMENTAL INDENTURE

 

 

Dated as of March 24, 2005

 

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Supplementing the Indenture dated as of August 14,2001, among Kerzner International Limited and Kerzner International NorthAmerica, Inc., as Issuers, the Guarantors named therein and The Bank ofNew York Trust Company, N.A., as Trustee

 

 

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**THE BANK OF NEW YORK TRUSTCOMPANY, N.A.**

 

As Trustee

 

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SUPPLEMENTAL INDENTURE dated as of March 24,2005, among Kerzner International Limited (formerly known as Sun InternationalHotels Limited), an international business company organized under the laws ofthe Commonwealth of The Bahamas (the “Company” or “Kerzner International”),Kerzner International North America, Inc. (formerly known as SunInternational North America, Inc.), a Delaware corporation and a whollyowned subsidiary of the Company (together with the Company, the “Issuers”); theGuarantors listed on the attached Schedule I (collectively, the “AdditionalGuarantors”); and The Bank of New York Trust Company, N.A. (formerly known asThe Bank of New York) (the “Trustee”), as Trustee under the Indenture referredto herein.

 

WHEREAS the Issuers, theGuarantors and the Trustee heretofore executed and delivered an Indenture datedas of August 14, 2001, in respect of the Issuers’ 8.875% SeniorSubordinated Notes due 2011, as supplemented by the Supplemental Indenturedated September 19, 2001, the Second Supplemental Indenture dated May 20,2002, the Third Supplemental Indenture dated November 18, 2002, the FourthSupplemental Indenture dated May 7, 2003 and the Fifth SupplementalIndenture dated September 10, 2004 (such indenture, as supplemented, the “Indenture”);

 

WHEREAS, the AdditionalGuarantors each have agreed to become a “Guarantor” under the Indenture, ineach case in order to unconditionally guarantee all of the Issuers’ obligationsunder the Securities pursuant to a Guarantee on the terms and conditions setforth herein; and

 

WHEREAS, pursuant to Section 9.1of the Indenture, the parties hereto are authorized to execute and deliver thisSupplemental Indenture;

 

NOW, THEREFORE, the Issuers,the Additional Guarantors and the Trustee agree as follows for the equal andratable benefit of the Holders of the Securities:

 

**ARTICLE I**

 

**Guarantee**

 

SECTION 1.01.   a.               Guarantees.

 

(i)            In consideration of good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged,each of the Additional Guarantors hereby irrevocably and unconditionallyguarantees, as of the respective effective dates shown on Schedule Ihereto, jointly and severally, on a senior subordinated basis (the “Guarantee”)to each Holder of a Security authenticated and delivered by the Trustee and tothe Trustee and its successors and assigns, irrespective of the validity andenforceability of the Indenture, the Securities or the obligations of theIssuers under the Indenture or the Securities, that: (w) the principal andpremium (if any) of and interest (and Liquidated Damages, if any) on theSecurities will be paid in full when due, whether at the maturity or interestpayment date, by acceleration, call for redemption, upon an Change of ControlOffer, an Asset Sale Offer or otherwise; (x) all other obligations of theIssuers to the Holders or the Trustee under the Indenture or the Securitieswill be promptly paid in full or performed, all in accordance with the terms ofthis Indenture and the Securities; and (y) in case of any extension of time ofpayment or renewal of any Securities or any of such other obligations, theywill be paid in full when due

 

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or performed in accordancewith the terms of the extension or renewal, whether at maturity, byacceleration, call for redemption, upon an Offer to Purchase or otherwise.  Failing payment when due of any amount soguaranteed for whatever reason, each Additional Guarantor shall be obligated topay the same before failure so to pay becomes an Event of Default.

 

(ii)           Each Additional Guarantor hereby agrees thatits obligations with regard to this Guarantee shall be unconditional,irrespective of the validity, regularity or enforceability of the Securities orthe Indenture, the absence of any action to enforce the same, the recovery ofany judgment against the Issuers, any action to enforce the same or any othercircumstances that might otherwise constitute a legal or equitable discharge ordefense of a guarantor.  Each AdditionalGuarantor hereby waives diligence, presentment, demand of payment, filing ofclaims with a court in the event of insolvency or bankruptcy of the Issuers,any right to require a proceeding first against the Issuers or right to requirethe prior disposition of the assets of the Issuers to meet its obligations,protest, notice and all demands whatsoever and covenants that this Guaranteewill not be discharged except by complete performance of the obligationscontained in the Securities and the Indenture.

 

(iii)          If any Holder or the Trustee is required byany court or otherwise to return to either the Issuers or any AdditionalGuarantor, or any Custodian, Trustee, or similar official acting in relation toeither the Issuers or such Additional Guarantor, any amount paid by either theIssuers or such Additional Guarantor to the Trustee or such Holder, thisGuarantee, to the extent theretofore discharged, shall be reinstated in fullforce and effect.  Each Additional Guarantoragrees that it will not be entitled to any right of subrogation in relation tothe Holders in respect of any obligations guaranteed hereby until payment infull of all obligations guaranteed hereby. Each Additional Guarantor further agrees that, as between suchAdditional Guarantor, on the one hand, and the Holders and the Trustee, on theother hand, (i) the maturity of the obligations guaranteed hereby may beaccelerated as provided in Section 6.2 of the Indenture for the purposesof this Guarantee, notwithstanding any stay, injunction or other prohibitionpreventing such acceleration as to the Issuers of the obligations guaranteedhereby, and (ii) in the event of any declaration of acceleration of thoseobligations as provided in Section 6.2 of the Indenture, those obligations(whether or not due and payable) will forthwith become due and payable by eachof the Additional Guarantors for the purpose of this Guarantee.

 

(iv)          Each Additional Guarantor and by itsacceptance of a Security issued hereunder each Holder hereby confirms that itis the intention of all such parties that the guarantee by such AdditionalGuarantor set forth in Section 1.01(a)(i) not constitute a fraudulenttransfer or conveyance for purpose of any Bankruptcy Law, the UniformFraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similarUnited States Federal or state law.  Toeffectuate the foregoing intention, the Holders and such Additional Guarantorhereby irrevocably agree that the obligations of such Additional Guarantorunder its guarantee set forth in Section 1.01(a)(i) shall be limitedto the maximum amount as will, after giving effect to all other contingent andfixed liabilities of such Additional Guarantor and after giving effect to anycollections from or payments made by or on behalf of any other Guarantor inrespect of the obligations of such other Guarantor

 

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under its Guarantee orpursuant to the following paragraph of this Section 1.01(a)(iv), result inthe obligations of such Additional Guarantor under such guarantee notconstituting such a fraudulent transfer or conveyance.

 

Each Additional Guarantorthat makes any payment or distribution under Section 1.01(a)(i) shallbe entitled to a contribution from each other Guarantor equal to its Pro Rataamount of such payment or distribution so long as the exercise of such rightdoes not impair the rights of the Holders under the Guarantees.  For purposes of the foregoing, the “Pro Rataamount” of any Guarantor means the percentage of the net assets of allGuarantors held by such Additional Guarantor, determined in accordance withGAAP.

 

b.             Execution and Delivery of Guarantee.

 

To evidence its Guaranteeset forth in Section 1.01(a), each Additional Guarantor agrees that anotation of such Guarantee substantially in the form annexed to the Indentureas Exhibit B shall be endorsed on each Security authenticated anddelivered by the Trustee and that this Supplemental Indenture shall be executedon behalf of such Additional Guarantor by one Officer by manual or facsimilesignature.

 

Each Additional Guarantoragrees that its Guarantee set forth in Section 1.01 shall remain in fullforce and effect and apply to all the Securities notwithstanding any failure toendorse on each Security a notation of such Guarantee.

 

If an Officer whosesignature is on a Security no longer holds that office at the time the Trusteeauthenticates the Security on which a Guarantee is endorsed, the Guaranteeshall be valid nevertheless.

 

The delivery of any Securityby the Trustee, after the authentication thereof hereunder, shall constitutedue delivery of the Guarantee set forth in the Indenture on behalf of eachAdditional Guarantor.

 

c.             Certain Bankruptcy Events.

 

Each Additional Guarantorhereby covenants and agrees that in the event of the insolvency, bankruptcy,dissolution, liquidation or reorganization of either of the Issuers, suchAdditional Guarantor shall not file (or join in any filing of), or otherwiseseek to participate in the filing of, any motion or request seeking to stay orto prohibit (even temporarily) execution on the Guarantee and hereby waives andagrees not to take the benefit of any such stay of execution, whether under Section 362or 105 of the United States Bankruptcy Code or otherwise.

 

d.             Limitation on Merger, Consolidation, etc. ofAdditional Guarantors.

 

No Additional Guarantorshall consolidate or merge with or into (whether or not such AdditionalGuarantor is the surviving person) another person (other than either Issuer oranother Guarantor) unless (i) subject to the provisions of the followingparagraph, the person formed by or surviving any such consolidation or merger(if other than such Additional Guarantor) assumes all the obligations of suchAdditional Guarantor pursuant to a supplemental indenture in form reasonablysatisfactory to the Trustee, pursuant to which such person shallunconditionally guarantee, on a senior subordinated basis, all of suchAdditional Guarantor’s obligations under such Additional Guarantor’s Guaranteeand the Indenture on the terms set forth

 

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inthe Indenture; and (ii) immediately before and immediately after givingeffect to such transaction on a *pro forma*basis, no Default or Event of Default shall have occurred or be continuing.

 

Notwithstanding theforegoing, upon the sale or disposition (whether by merger, stock purchase, orotherwise) of an Additional Guarantor in its entirety to an entity which is nota Subsidiary or the designation of a Subsidiary as an Unrestricted Subsidiary,which transaction is otherwise in compliance with the Indenture (including,without limitation, the provisions of Section 4.13 of the Indenture), suchAdditional Guarantor will be deemed released from its obligations under itsGuarantee of the Securities; *provided,however,*that any such termination shall occur only to the extentthat all obligations of such Additional Guarantor under all of its guaranteesof, and under all of its pledges of assets or other security interests whichsecure, any Indebtedness of either Issuer or any of their Subsidiaries shallalso terminate upon such release, sale or transfer.

 

SECTION 1.02.  *Trustee’s Acceptance.*  The Trustee hereby accepts this SupplementalIndenture and agrees to perform the same under the terms and conditions setforth in the Indenture.

 

**ARTICLE II**

**Miscellaneous**

 

SECTION 2.01.  *Interpretation. *Upon execution and delivery of this Supplemental Indenture,the Indenture shall be modified and amended in accordance with thisSupplemental Indenture, and all the terms and conditions of both shall be readtogether as though they constitute one instrument, except that, in case ofconflict, the provisions of this Supplemental Indenture will control.  The Indenture, as modified and amended bythis Supplemental Indenture, is hereby ratified and confirmed in all respectsand shall bind every Holder of Securities. In case of conflict between the terms and conditions contained in theSecurities and those contained in the Indenture, as modified and amended bythis Supplemental Indenture, the provisions of the Indenture, as modified andamended by this Supplemental Indenture, shall control.

 

SECTION 2.02.  *Conflict with Trust Indenture Act. *If any provision of thisSupplemental Indenture limits, qualifies or conflicts with any provision of theTIA that is required under the TIA to be part of and govern any provision ofthis Supplemental Indenture, the provision of the TIA shall control.  If any provision of this SupplementalIndenture modifies or excludes any provision of the TIA that may be so modifiedor excluded, the provision of the TIA shall be deemed to apply to the Indentureas so modified or to be excluded by this Supplemental Indenture, as the casemay be.

 

SECTION 2.03*.  Severability. *In case any provision in thisSupplemental Indenture shall be invalid, illegal or unenforceable, thevalidity, legality and enforceability of the remaining provisions shall not inany way be affected or impaired thereby.

 

SECTION 2.04. * Terms Definedin the Indenture.*  Allcapitalized terms not otherwise defined herein shall have the meanings ascribedto them in the Indenture.  Where thecontext requires, the term “Guarantors” includes both the “AdditionalGuarantors” (defined herein) and the “Guarantors” party to the Indenture.

 

SECTION 2.05.  *Headings.*  The Article and Section headings ofthis Supplemental Indenture have been inserted for convenience of referenceonly, are not to be considered a part hereof and shall in no way modify orrestrict any of the terms or provisions hereof.

 

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SECTION 2.06. * Benefits ofSupplemental Indenture, etc. *Nothingin this Supplemental Indenture or the Securities, express or implied, shallgive to any Person, other than the parties hereto and thereto and theirsuccessors hereunder and thereunder and the Holders of the Securities, anybenefit of any legal or equitable right, remedy or claim under the Indenture,this Supplemental Indenture or the Securities.

 

SECTION 2.07.  *Successors. *All agreements of the Issuers andthe Additional Guarantors in this Supplemental Indenture shall bind theirsuccessors.  All agreements of theTrustee in this Supplemental Indenture shall bind its successors.

 

SECTION 2.08.  *TrusteeNot Responsible for Recitals. *TheTrustee shall not be responsible in any manner whatsoever for or in respect ofthe validity or sufficiency of this Supplemental Indenture or for or in respectof the correctness of the recitals of fact contained herein, all of whichrecitals are made solely by the Issuers.

 

SECTION 2.09. * Certain Dutiesand Responsibilities of the Trustee.* In entering into this Supplemental Indenture, the Trustee shall beentitled to the benefit of every provision of the Indenture relating to theconduct or affecting the liability or affording protection to the Trustee,whether or not elsewhere herein so provided.

 

SECTION 2.10.* Governing Law. *This Supplemental Indenture shall be governed by andconstrued in accordance with the internal laws of the State of New York, asapplied to contracts made and performed within the State of New York, withoutregard to principles of conflicts of law.* *The Issuers and each AdditionalGuarantor hereby irrevocably submit to the jurisdiction of any New York Statecourt sitting in the Borough of Manhattan in the City of New York or anyFederal court sitting in the Borough of Manhattan in the City of New York inrespect of any suit, action or proceeding arising out of or relating to thisSupplemental Indenture, and irrevocably accepts for itself and in respect ofits property, generally and unconditionally, jurisdiction of the aforesaidcourts.  The Issuers and each AdditionalGuarantor irrevocably waive, to the fullest extent they may effectively do sounder applicable law, trial by jury and any objection which they may now orhereafter have to the laying of the venue of any such suit, action orproceeding brought in any such court and any claim that any such suit, actionor proceeding brought in any such court has been brought in an inconvenientforum.  Nothing herein shall affect theright of the Trustee or any securityholder to serve process in any other mannerpermitted by law or to commence legal proceedings or otherwise proceed againstthe Issuers or any Additional Guarantor in any other jurisdiction.

 

SECTION 2.11. *Duplicate Originals.*  All parties may sign any number of copies orcounterparts of this Supplemental Indenture. Each signed copy or counterpart shall be an original, but all of themtogether shall represent the same agreement.

 

*[Remainder of page intentionallyleft blank]*

 

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IN WITNESS WHEREOF, eachparty hereto has caused this Supplemental Indenture to be signed by its officerthereunto duly authorized as of the date first written above.

 
|   | KERZNER INTERNATIONAL LIMITED,             |
|--------|--------------------------------------------|
|   |                                       |
|   |                                       | by |   /s/John R. Allison |   |
|   |                                       |   | Name: | John R. Allison |
|   |                                       |   | Title: | Executive Vice President-Finance  & Chief Financial Officer |
|   |                                       |   |   |   |
|   |                                       |   |   |   |
|   |                                       | by |   /s/William C. Murtha |   |
|   |                                       |   | Name: | William C. Murtha |
|   |                                       |   | Title: | Assistant Secretary |
|   |                                       |   |   |   |
|   |                                       |   |   |   |
|   | KERZNER INTERNATIONAL NORTH AMERICA, INC., |
|   |                                       |
|   |                                       |
|   |                                       | by |   /s/John R. Allison |   |
|   |                                       |   | Name: | John R. Allison |
|   |                                       |   | Title: | Chief Executive Officer |
|   |                                       |   |   |   |
|   |                                       |   |   |   |
|   |                                       | by |   /s/William C. Murtha |   |
|   |                                       |   | Name: | William C. Murtha |
|   |                                       |   | Title: | Senior Vice President and Corporate |
|   |                                       |   |   | Counsel |
|   |                                       |   |   |   |
|   | THE BANK OF NEW YORK TRUST COMPANY,        |
|   | N.A., AS TRUSTEE,                          |
|   |                                       |
|   |                                       |
|   |                                       | by |   /s/Craig Kaye |   |
|   |                                       |   | Name: | Craig Kaye |
|   |                                       |   | Title: | Assistant Vice President |
|        |                                            |  |  |  |  |

 

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|   | ADDITIONAL GUARANTORS:                          |
|--------|-------------------------------------------------|
|   |                                            |
|   | KERZNER INTERNATIONAL MARINE PROJECTS LIMITED,  |
|   |                                            |
|   |                                            |
|   |                                            | by |   /s/William C. Murtha |   |
|   |                                            |   | Name: | William C. Murtha |
|   |                                            |   | Title: | Authorized Signatory |
|   |                                            |
|   | KERZNER INVESTMENTS PENNSYLVANIA, INC.,         |
|   |                                            |
|   |                                            |
|   |                                            | by |   /s/William C. Murtha |   |
|   |                                            |   | Name: | William C. Murtha |
|   |                                            |   | Title: | Authorized Signatory |
|   |                                            |
|   |                                            | KERZNER INVESTMENTS BLB, INC., |
|   |                                            |   |   |   |
|   |                                            |   |   |   |
|   |                                            | by |   /s/William C. Murtha |   |
|   |                                            |   | Name: | William C. Murtha |
|   |                                            |   | Title: | Authorized Signatory |
|   |                                            |   |   |   |
|   | ONE&ONLY RESORTS (DEUTSCHLAND) GMBH,        |
|   |                                            |   |   |   |
|   |                                            |   |   |   |
|   |                                            | by |   /s/William C. Murtha |   |
|   |                                            |   | Name: | William C. Murtha |
|   |                                            |   | Title: | Authorized Signatory |
|   |                                            |   |   |   |
|   | ONE&ONLY RESORTS (FRANCE) EURL,             |
|   |                                            |
|   |                                            |
|   |                                            | by |   /s/William C. Murtha |   |
|   |                                            |   | Name: | William C. Murtha |
|   |                                            |   | Title: | Authorized Signatory |
|   |                                            |
|   | KERZNER UK LEISURE PROPERTY HOLDINGS LIMITED,   |
|   |                                            |
|   |                                            | by |   /s/William C. Murtha |   |
|   |                                            |   | Name: | William C. Murtha |
|   |                                            |   | Title: | Authorized Signatory |
|   |                                            |   |   |   |
|   | KERZNER UK LEISURE OPERATIONS HOLDINGS LIMITED, |
|   |                                            |   |   |   |
|   |                                            |   |   |   |
|   |                                            | by |   /s/William C. Murtha |   |
|   |                                            |   | Name: | William C. Murtha |
|   |                                            |   | Title: | Authorized Signatory |
|        |                                                 |  |  |  |  |

 

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|   | KERZNER GREENWICH HOTEL LIMITED,                 |
|--------|--------------------------------------------------|
|   |                                             |   |   |   |
|   |                                             |   |   |   |
|   |                                             | by |   /s/William C. Murtha |   |
|   |                                             |   | Name: | William C. Murtha |
|   |                                             |   | Title: | Authorized Signatory |
|   |                                             |   |   |   |
|   | KERZNER GREENWICH CASINO LIMITED,                |
|   |                                             |   |
|   |                                             |   |
|   |                                             | by |   /s/William C. Murtha |   |
|   |                                             |   | Name: | William C. Murtha |
|   |                                             |   | Title: | Authorized Signatory |
|   |                                             |   |   |   |
|   |                                             | KERZNER GLASGOW LIMITED, |
|   |                                             |   |   |   |
|   |                                             |   |   |   |
|   |                                             | by |   /s/William C. Murtha |   |
|   |                                             |   | Name: | William C. Murtha |
|   |                                             |   | Title: | Authorized Signatory |
|   |                                             |   |   |   |
|   | KERZNER MANCHESTER LIMITED,                      |
|   |                                             |
|   |                                             |
|   |                                             | by |   /s/William C. Murtha |   |
|   |                                             |   | Name: | William C. Murtha |
|   |                                             |   | Title: | Authorized Signatory |
|   |                                             |
|   | KERZNER UK GAMING LIMITED,                       |
|   |                                             |   |   |   |
|   |                                             |   |   |   |
|   |                                             | by |   /s/William C. Murtha |   |
|   |                                             |   | Name: | William C. Murtha |
|   |                                             |   | Title: | Authorized Signatory |
|   |                                             |
|   | KERZNER NORTHAMPTON LIMITED,                     |
|   |                                             |   |   |   |
|   |                                             |   |   |   |
|   |                                             | by |   /s/William C. Murtha |   |
|   |                                             |   | Name: | William C. Murtha |
|   |                                             |   | Title: | Authorized Signatory |
|   |                                             |
|   | KERZNER INTERNATIONAL MOROCCO  HOLDINGS LIMITED, |
|   |                                             |   |   |   |
|   |                                             |   |   |   |
|   |                                             | by |   /s/William C. Murtha |   |
|   |                                             |   | Name: | William C. Murtha |
|   |                                             |   | Title: | Authorized Signatory |
|        |                                                  |  |  |  |  |

 

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|   | KERZNER INTERNATIONAL DEVELOPMENT  (MOROCCO) LIMITED,  |
|--------|--------------------------------------------------------|
|   |                                                   |   |   |   |
|   |                                                   |   |   |   |
|   |                                                   | by |   /s/William C. Murtha |   |
|   |                                                   |   | Name: | William C. Murtha |
|   |                                                   |   | Title: | Authorized Signatory |
|   |                                                   |   |   |   |
|   | KERZNER INTERNATIONAL MANAGEMENT  (MOROCCO) LIMITED,   |
|   |                                                   |   |   |   |
|   |                                                   |   |   |   |
|   |                                                   | by |   /s/William C.  Murtha |   |
|   |                                                   |   | Name: | William C. Murtha |
|   |                                                   |   | Title: | Authorized Signatory |
|   |                                                   |   |   |   |
|   | KERZNER INVESTMENTS MOROCCO LIMITED                    |
|   |                                                   |   |   |   |
|   |                                                   |   |   |   |
|   |                                                   | by |   /s/William C. Murtha |   |
|   |                                                   |   | Name: | William C. Murtha |
|   |                                                   |   | Title: | Authorized Signatory |
|   |                                                   |   |   |   |
|   | ONE&ONLY RESORTS (SOUTHERN AFRICA)  (PTY) LIMITED, |
|   |                                                   |   |   |   |
|   |                                                   |   |   |   |
|   |                                                   | by |   /s/William C. Murtha |   |
|   |                                                   |   | Name: | William C. Murtha |
|   |                                                   |   | Title | Authorized Signatory |
|   |                                                   |   |   |   |
|   |                                                   |   |   |   |
|   | WORLD LEISURE HOLIDAYS (PTY) LIMITED,                  |
|   |                                                   |   |   |   |
|   |                                                   |   |   |   |
|   |                                                   | by |   /s/William C. Murtha |   |
|   |                                                   |   | Name: | William C. Murtha |
|   |                                                   |   | Title: | Authorized Signatory |
|        |                                                        |  |  |  |  |

 

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SCHEDULE I

 

| **Additional  Guarantors**                           | ** ** | **Effective Date of Guarantee** |
|------------------------------------------------------|------------|---------------------------------|
| Kerzner International Marine Projects Limited        |       | October 15, 2004           |
| Kerzner Investments BLB, Inc.                   |       | February 11, 2005          |
| Kerzner Investments Pennsylvania, Inc.          |       | October 2, 2002            |
| Kerzner UK Leisure Property Holdings Limited         |       | October 13, 2004           |
| Kerzner UK Leisure Operations Holdings Limited       |       | October 13, 2004           |
| Kerzner Greenwich Hotel Limited                      |       | October 12, 2004           |
| Kerzner Greenwich Casino Limited                     |       | October 12, 2004           |
| Kerzner Northampton Limited                          |       | March 10, 2003             |
| Kerzner Glasgow Limited                              |       | October 12, 2004           |
| Kerzner UK Gaming Limited                            |       | March 10, 2003             |
| Kerzner Manchester Limited                           |       | October 12, 2004           |
| Kerzner Investments Morocco Limited                  |       | October 13, 2004           |
| Kerzner International Morocco Holdings Limited       |       | October 13, 2004           |
| Kerzner International Management (Morocco) Limited   |       | October 13, 2004           |
| Kerzner International Development (Morocco) Limited  |       | March 7, 2005              |
| One&Only Resorts (Deutschland) Gmbh              |       | November 24, 1999          |
| One&Only Resorts (France) EURL                   |       | May 2003                   |
| One&Only Resorts (Southern Africa) (Pty) Limited |       | March 13, 2003             |
| World Leisure Holidays (Pty.) Limited                |       | March 13, 2003             |

 

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