Exhibit
4.4(d)


 


REGISTRATION
RIGHTS AGREEMENT


 


 


Dated as
of September 22, 2005


 


by and
between


 


KERZNER
INTERNATIONAL LIMITED,


 


as Issuer,


 


THE
GUARANTORS NAMED HEREIN,


 


and


 


DEUTSCHE
BANK SECURITIES INC.,


 


as
Representative of the Initial Purchasers


 


 


63/4%
Senior Subordinated Notes Due 2015


 





















 


REGISTRATION
RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
is made and entered into as of September 22, 2005, between Kerzner
International Limited, an international business company organized under the
laws of the Commonwealth of The Bahamas (the “Issuer”), the Guarantors
as defined herein (the “Guarantors”) and Deutsche Bank Securities Inc., as
representative of the Initial Purchasers (the “Initial Purchasers”)
under the Purchase Agreement (as defined below).


 


This Agreement is entered into in connection
with that certain Purchase Agreement, dated September 15, 2005 (the “Purchase
Agreement”), by and between the Issuer and the Initial Purchasers, which
provides for the sale by the Issuer to the Initial Purchasers of $400,000,000
aggregate principal amount of the Issuer’s 6 3/4% Senior
Subordinated Notes due 2015 (the “Notes”), which Notes will be
guaranteed by the Guarantors in accordance with the terms of the Indenture (as
defined below).  The Notes are being
issued pursuant to an Indenture dated as of the date hereof (the “Indenture”),
by and between the Issuer, the Guarantors and The Bank of New York, as Trustee.


 


In order to induce the Initial Purchasers to
enter into the Purchase Agreement, the Issuer and the Guarantors have agreed to
provide the registration rights set forth in this Agreement for the benefit of
the Initial Purchasers and subsequent holders of the Notes as provided
herein.  The execution and delivery of
this Agreement is a condition to the Initial Purchasers’ obligation to purchase
the Notes under the Purchase Agreement. 
Terms not otherwise defined herein shall have the meanings set forth in
the Purchase Agreement.


 


The parties hereto hereby agree as follows:


 


1.             Definitions


 


As used in this Agreement, the following
terms shall have the following meanings:


 


Advice:  See Section 5.


 


Applicable Period:  See Section 2.


 


Business Day:  Any day that is not a Saturday, Sunday or a
day on which banking institutions in the City of New York are authorized or
required by law or executive order to be closed.


 


Closing Date:  The date on which the Notes are originally
issued.


 


Effectiveness Period:  See Section 3.


 


Effectiveness Target Date:  See Section 3.


 


Event Date:  See Section 4.


 





















 


Exchange Act:  The Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.


 


Exchange Offer:  See Section 2.


 


Exchange Registration Statement:  See Section 2.


 


Exchange Registration Statement Effectiveness
Target Date: 
See Section 2.


 


Exchange Securities:  See Section 2.


 


Filing Date:  The 210th day after the Closing
Date.


 


Guarantors:  The Guarantors listed on Schedule A
hereto.


 


Holder:  Any beneficial owner from time to time of
Transfer Restricted Securities.


 


Indenture:  See the introductory paragraph of this
Agreement.


 


Initial Purchasers:  See the introductory paragraph of this
Agreement.


 


Issuer:  See the introductory paragraph of this
Agreement.


 


Liquidated Damages:  See Section 4.


 


Notes:  See the introductory paragraph of this
Agreement.


 


Participating Broker-Dealer:  See Section 2.


 


Person:  An individual, trustee, corporation,
partnership, joint stock company, trust, limited liability company,
unincorporated association, union, business association, firm or other legal
entity.


 


Prospectus:  The prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance
upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Exchange Securities and/or the Transfer
Restricted Securities (as applicable) covered by such Registration Statement,
and all other amendments and supplements to the Prospectus and all material
incorporated by reference or deemed to be incorporated by reference in such
Prospectus.


 


Registration Default:  See Section 4.


 


Registration Statement:  Any registration statement of the Issuer and
the Guarantors, including, but not limited to, the Exchange Registration
Statement, the Shelf


 


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Registration Statement or that
otherwise covers any of the Transfer Restricted Securities pursuant to the
provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement, including post-effective
amendments, all exhibits, and all material incorporated by reference or deemed
to be incorporated by reference in such registration statement.


 


Rule 144:  Rule 144 promulgated pursuant to the
Securities Act, as currently in effect, as such rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the
SEC.


 


Rule 144A:  Rule 144A promulgated pursuant to the
Securities Act, as currently in effect, as such rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the
SEC.


 


Rule 415:  Rule 415 promulgated pursuant to the
Securities Act, as currently in effect, as such rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the
SEC.


 


SEC:  The Securities and Exchange Commission.


 


Securities Act:  The Securities Act of 1933, as amended, and
the rules and regulations of the SEC promulgated thereunder.


 


Series B Securities:  The Issuer’s Series B 63/4% Senior Subordinated
Notes due 2015, in substantially the form set forth on the Form of Note
set forth as an exhibit to the Indenture, to be issued pursuant to the
Indenture either (i) in the Exchange Offer or (ii) as otherwise
contemplated by this Agreement.


 


Shelf Notice:  See Section 2.


 


Shelf Registration:  See Section 3.


 


Shelf Registration Statement:  See Section 3.


 


Shelf Registration Statement Effectiveness
Target Date: 
See Section 3.


 


TIA:  The Trust Indenture Act of 1939, as amended.


 


Transfer Restricted Securities:  The Notes upon original issuance thereof and
at all times subsequent thereto, until in the case of any such Notes (i) a
Registration Statement covering such Notes has been declared effective by the
SEC and such Notes have been disposed of in accordance with such effective
Registration Statement, (ii) such Notes are sold in compliance with
Rule 144 or (iii) such Notes cease to be outstanding.


 


Trustee:  The trustee under the Indenture and, if
existent, the trustee under any indenture governing the Exchange Securities.


 


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Underwritten registration or underwritten
offering:  A
registration in which securities of the Issuer are sold to an underwriter for
reoffering to the public.


 


2.             Exchange Offer


 


(a)           The
Issuer and the Guarantors agree to file with the SEC as soon as practicable
after the Closing Date, but in no event later than the Filing Date, an offer to
exchange (the “Exchange Offer”) any and all of the Transfer Restricted
Securities for a like aggregate principal amount of debt securities of the
Issuer and the Guarantors which will be substantially identical to the Notes
and will be fungible with, and will constitute the same class of securities as,
the Series B Securities (the “Exchange Securities”) (and which are
entitled to the benefits of the Indenture or a trust indenture which is
identical to the Indenture (other than such changes to the Indenture or any
such identical trust indenture as are necessary to comply with any requirements
of the SEC to effect or maintain the qualification thereof under the TIA) and
which, in either case, has been qualified under the TIA), except that the
Exchange Securities shall have been registered pursuant to an effective
Registration Statement in compliance with the Securities Act.  The Exchange Offer will be registered
pursuant to the Securities Act on an appropriate form (the “Exchange
Registration Statement”) and will comply with all applicable tender offer
rules and regulations promulgated pursuant to the Exchange Act and shall
be duly registered or qualified pursuant to all applicable state securities or
Blue Sky laws.  The Exchange Offer shall
not be subject to any condition, other than that the Exchange Offer does not
violate any applicable law or interpretation of the staff of the SEC.  No securities shall be included in the
Registration Statement covering the Exchange Offer other than the Exchange
Securities.  The Issuer and the
Guarantors agree to use their best efforts to (x) cause the Exchange Registration
Statement to become effective pursuant to the Securities Act on or before the
270th day following the Closing Date (the “Exchange Registration
Statement Effectiveness Target Date”); (y) keep the Exchange Offer open for
not less than 20 Business Days (or such longer period required by applicable
law) after the commencement of the Exchange Offer; and (z) consummate the
Exchange Offer within 30 Business Days after the earlier of the effectiveness
thereof or the Exchange Registration Statement Effectiveness Target Date.  Each Holder who participates in the Exchange
Offer will be required to represent that any Exchange Securities received by it
will be acquired in the ordinary course of its business, that at the time of
the consummation of the Exchange Offer such Holder will have no arrangement or
understanding with any Person to participate in the distribution of the
Exchange Securities, and that such Holder is not an affiliate of the Issuer
within the meaning of Rule 405 of the Securities Act (or that if it is
such an affiliate, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable).  Each Holder that is not a Participating
Broker-Dealer will be required to represent that it is not engaged in, and does
not intend to engage in, the distribution of the Exchange Securities.  Each Holder that is (i) a Participating
Broker-Dealer and (ii) will receive Exchange Securities for its own
account in exchange for the Transfer Restricted Securities that it acquired as
the result of market making or other trading activities will be required to
acknowledge that it will deliver a Prospectus as required by law in connection
with any resale of such Exchange Securities. 
Upon consummation of the Exchange Offer in accordance with this
Agreement, the Issuer and the Guarantors shall have no further


 


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obligation to register Transfer
Restricted Securities pursuant to Section 2(c) of this Agreement.


 


(b)           The
Issuer and the Guarantors shall include within the Prospectus contained in the
Exchange Registration Statement a section entitled “Plan of Distribution,”
acceptable to the Initial Purchasers, which shall contain a summary statement
of the positions taken or policies made by the Staff of the SEC with respect to
the potential “underwriter” status of any broker-dealer that is the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange
Securities received by such broker-dealer in the Exchange Offer (a “Participating
Broker-Dealer”).  Such “Plan of
Distribution” section shall also allow the use of the Prospectus by all
Persons subject to the prospectus delivery requirements of the Securities Act,
including all Participating Broker-Dealers, and include a statement describing
the means by which Participating Broker-Dealers may resell the Exchange
Securities.


 


(c)           The
Issuer and the Guarantors shall use their best efforts to keep the Exchange
Registration Statement effective and to amend and supplement the Prospectus
contained therein, in order to permit such Prospectus to be lawfully delivered
by all persons subject to the prospectus delivery requirements of the
Securities Act, for a period of 180 days after consummation of the Exchange
Offer (or such longer period if extended pursuant to the last paragraph of
Section 5) (the “Applicable Period”)


 


In connection with the Exchange Offer, the
Issuer shall:


 


(i)  mail
as promptly as practicable to each Holder a copy of the Prospectus forming part
of the Exchange Registration Statement, together with an appropriate letter of
transmittal and related documents;


 


(ii) 
utilize the services of a depositary for the Exchange Offer with an address in
the Borough of Manhattan, The City of New York; and


 


(iii) 
permit Holders to withdraw tendered Notes at any time prior to the close of
business, New York time, on the last Business Day on which the Exchange Offer
shall remain open.


 


As soon as practicable after the close of the
Exchange Offer, the Issuer and the Guarantors shall:


 


(x) accept for
exchange all Notes tendered and not validly withdrawn pursuant to the Exchange
Offer;


 


(y) deliver to
the Trustee for cancellation all Notes so accepted for exchange; and


 


(z) cause the
Trustee to authenticate and deliver promptly to each Holder of Notes, Exchange
Securities equal in principal amount to the Notes of such Holder so accepted
for exchange.


 


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3.             Shelf Registration


 


If (a) prior to the consummation of the
Exchange Offer, applicable interpretations of the staff of the SEC do not
permit the Issuer and the Guarantors to effect the Exchange Offer as
contemplated herein, (b) the Exchange Offer is not consummated within 300
days of the Closing Date for any reason or (c) any Holder of Transfer
Restricted Securities shall notify the Issuer within 20 Business Days following
the commencement of the Exchange Offer that (i) such Holder was prohibited
by law or Commission policy from participating in the Exchange Offer or
(ii) such Holder (other than by reason of such Holder’s status as an
affiliate of any of the Issuer or the Guarantors) may not resell the Exchange
Securities acquired by it in the Exchange Offer to the public without
delivering a prospectus and the Prospectus contained in the Exchange Offer
Registration Statement is not available for such resales by such Holder, or
(iii) such Holder is a broker-dealer and holds Transfer Restricted
Securities acquired directly from the Issuer or any of its Affiliates, then the
Issuer and the Guarantors shall (x) prepare and file with the SEC, on or prior
to 30 days after the earlier of (i) the date on which the Issuer
determines that the Exchange Offer Registration Statement cannot be filed as a
result of clause (a) above, (ii) the expiration of the 300-day period
set forth in clause (b) above, and (iii) the date on which the Issuer
receives the notice specified in clause (c) above (such earlier date, the “Filing
Deadline”), a shelf registration statement pursuant to Rule 415 under
the Act (which may be an amendment to the Exchange Offer Registration
Statement) (the “Shelf Registration Statement”), relating to all
Transfer Restricted Securities, and (y) use its best efforts to cause such
Shelf Registration Statement to become effective on or prior to 90 days after
the Filing Deadline for the Shelf Registration Statement (the “Shelf
Registration Statement Effectiveness Target Date,” and together with the
Exchange Registration Statement Effectiveness Target Date, the “Effectiveness
Target Dates”).


 


The Shelf Registration Statement shall be on
Form F-3 or another appropriate form permitting registration of such
Transfer Restricted Securities for resale by the Holders in the manner or
manners reasonably designated by them (including, without limitation, one or
more underwritten offerings).  To the
extent necessary to ensure that the Shelf Registration Statement is available
for sales of Transfer Restricted Securities by the Holders thereof entitled to
the benefit of this Section 3, the Issuer and the Guarantors shall use
their respective best efforts to keep the Shelf Registration Statement
continuously effective under the Securities Act until the earlier of
(i) the date which is 24 months after the Closing Date, (ii) the date
that all Transfer Restricted Securities covered by the Shelf Registration
Statement have been sold in the manner set forth and as contemplated in the
Shelf Registration Statement or (iii) there ceases to be outstanding any
Transfer Restricted Securities (the “Effectiveness Period”).


 


The Issuer and the Guarantors shall use their
best efforts to keep the Shelf Registration Statement continuously effective
during the Effectiveness Period by supplementing and amending the Shelf
Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used for such Shelf Registration Statement,
if required by the Securities Act, or if reasonably requested by the Holders of
a majority in aggregate principal amount of the Transfer Restricted


 


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Securities covered by such
Registration Statement and by any underwriter of such Transfer Restricted
Securities.


 


4.             Effective
Registration Statement; Liquidated Damages


 


(a)           An
Exchange Offer Registration Statement pursuant to Section 2 hereof or a
Shelf Registration Statement pursuant to Section 3 hereof will not be
deemed to have become effective unless it has been declared effective by the
SEC; provided, however,
that if, after it has been declared effective, the offering of Transfer
Restricted Notes pursuant to an Exchange Offer Registration Statement or a
Shelf Registration Statement is interfered with by any stop order, injunction
or other order or requirement of the SEC or any other governmental agency or
court, such Registration Statement will be deemed not to have been effective
during the period of such interference, until the offering of Transfer
Restricted Notes may legally resume.  The
Issuer and the Guarantors will be deemed not to have used their best efforts to
cause the Exchange Offer Registration Statement or the Shelf Registration
Statement, as the case may be, to become, or to remain, effective during the
requisite periods specified herein if they voluntarily take any action that
would result in any such Registration Statement not being declared effective or
would result in selling Holders of the Transfer Restricted Securities covered
thereby or Participating Broker-Dealers seeking to sell Exchange Securities not
being able to sell such Transfer Restricted Securities or such Exchange Securities
during the applicable period, unless (i) such action is required by
applicable law, or (ii) such action is taken by them in good faith and for
valid business reasons (not including avoidance of their obligations
hereunder), including the acquisition or divestiture of assets.


 


(b)           The
Issuer and the Initial Purchasers agree that the Holders of Transfer Restricted
Securities will suffer damages if the Issuer or any Guarantor fails to fulfill
their obligations pursuant to Section 2 or Section 3 hereof and that
it would not be possible to ascertain the extent of such damages.  Accordingly, in the event of such failure by
the Issuer or any Guarantor to fulfill such obligations, the Issuer hereby
agrees to pay liquidated damages (“Liquidated Damages”) to each Holder
of Transfer Restricted Securities under the circumstances and to the extent set
forth below:


 


(i)  if
neither the Exchange Registration Statement nor the Shelf Registration
Statement has been filed with the SEC on or prior to the Filing Date or the
Filing Deadline, as applicable; or


 


(ii)  if
neither the Exchange Registration Statement nor the Shelf Registration
Statement is declared effective by the SEC on or prior to the applicable
Effectiveness Target Date; or


 


(iii)  if
(A) an Exchange Registration Statement is declared effective by the SEC,
and (B) the Issuer and the Guarantors have not exchanged Exchange
Securities for all Notes validly tendered in accordance with the terms of the
Exchange Offer on or prior to 30 Business Days following the earlier of
(i) the


 


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effectiveness thereof or (ii) the
Exchange Registration Statement Effectiveness Target Date; or


 


(iv)  the
Shelf Registration Statement has been declared effective by the SEC and such Shelf
Registration Statement ceases to be effective or usable at any time during the
Effectiveness Period, without being succeeded on the same day immediately by a
post-effective amendment to such Registration Statement that cures such failure
and that is itself immediately declared effective on the same day;


 


(any of the foregoing, a “Registration Default”), then the
Issuer shall pay to each Holder of Transfer Restricted Securities Liquidated
Damages in an amount equal to $0.05 per week per $1,000 of the principal amount
of Transfer Restricted Securities held by such Holder during the first 90-day
period immediately following the occurrence of such Registration Default.  The amount of such Liquidated Damages will
increase by an additional $0.05 per week per $1,000 of the principal amount of
Transfer Restricted Securities with respect to each subsequent 90-day period,
until all Registration Defaults have been cured; provided, however,
that Liquidated Damages shall not at any time exceed $0.50 per week per $1,000
of the principal amount of Transfer Restricted Securities.  Following the cure of all Registration
Defaults relating to any Transfer Restricted Securities, the accrual of
Liquidated Damages with respect to such Transfer Restricted Securities will
cease.  A Registration Default under
clause (i) above shall be cured on the date that either the Exchange
Registration Statement or the Shelf Registration Statement is filed with the
SEC; a Registration Default under clause (ii) above shall be cured on the
date that either the Exchange Registration Statement or the Shelf Registration
Statement is declared effective by the SEC; a Registration Default under clause
(iii) above shall be cured on the earlier of the date (A) the
Exchange Offer is consummated or (B) a Shelf Registration Statement is
declared effective; and a Registration Default under clause (iv) above
shall be cured on the earlier of (A) the date that the post-effective
amendment curing the deficiency in the Shelf Registration Statement is declared
effective or (B) the Effectiveness Period expires.


 


(c)           The
Issuer shall notify the Trustee within one Business Day after each and every
date on which a Registration Default occurs (an “Event Date”).  Liquidated Damages shall be paid by the
Issuer to the Holders by wire transfer of immediately available funds to the
accounts specified by them or by mailing checks to their registered addresses
if no such accounts have been specified on or before the semi-annual interest
payment date provided in the Indenture, provided, that payments shall
not be required to be made more than once in any six-month period.  Each obligation to pay Liquidated Damages
shall be deemed to commence accruing on the applicable Event Date and to cease
accruing when all Registration Defaults have been cured.  In no event shall the Issuer pay Liquidated
Damages in excess of the maximum applicable amount set forth above, regardless
of whether one or multiple Registration Defaults exist.


 


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5.             Registration
Procedures


 


In connection with the registration of any
Exchange Securities or Transfer Restricted Securities pursuant to Sections 2 or
3 hereof, the Issuer and the Guarantors shall effect such registration to
permit the sale of such Exchange Securities or Transfer Restricted Securities
(as applicable) in accordance with the intended method or methods of
disposition thereof, and pursuant thereto the Issuer and the Guarantors shall:


 


(a)           Prepare
and file with the SEC, a Registration Statement or Registration Statements as
prescribed by Section 2 or 3, and to use their best efforts to cause such
Registration Statement(s) to become effective and remain effective as provided
herein; provided that, if (1) such filing is pursuant to
Section 3, or (2) a Prospectus contained in an Exchange Registration
Statement filed pursuant to Section 2 is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Securities during the Applicable Period, before filing any
Registration Statement or Prospectus or any amendments or supplements thereto,
the Issuer and the Guarantors shall, if requested, furnish to and afford the
Initial Purchasers a reasonable opportunity to review copies of all such
documents (including copies of any documents to be incorporated by reference
therein and all exhibits thereto) proposed to be filed (at least 3 Business
Days prior to such filing, or such later date as is reasonable under the
circumstances) and shall use their best efforts to reflect in each such
document, when so filed with the SEC, such comments as the Initial Purchasers
may reasonably and timely propose.


 


(b)           Prepare
and file with the SEC such amendments and post-effective amendments to each
Shelf Registration Statement or Exchange Registration Statement, as the case
may be, as may be necessary to keep such Registration Statement continuously
effective for the periods required by Section 2 or Section 3, as
applicable; cause the related Prospectus to be supplemented by any required
Prospectus supplement, and as so supplemented to be filed pursuant to
Rule 424 (or any similar provisions then in force) under the Securities
Act; and comply with the provisions of the Securities Act and the Exchange Act
with respect to the disposition of all securities covered by such Registration
Statement as so amended or in such Prospectus as so supplemented and with
respect to the subsequent resale of any securities being sold by a
Participating Broker-Dealer covered by any such Prospectus.


 


(c)           If
(1) a Shelf Registration Statement is filed pursuant to Section 3, or
(2) a Prospectus contained in an Exchange Registration Statement filed
pursuant to Section 2 is required to be delivered under the Securities Act
by any Participating Broker-Dealer who seeks to sell Exchange Securities during
the Applicable Period, notify the selling Holders of Transfer Restricted
Securities, or each such Participating Broker-Dealer known to the Issuer, as
the case may be, their counsel and the managing underwriters, if any, promptly
and confirm such notice in writing, (i) when a Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with
respect to a Registration Statement or any post-effective amendment, when the
same has become effective (including in such notice a written statement that
any Holder may, upon request, obtain, without charge, one conformed copy of
such Registration Statement or


 


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post-effective amendment
including financial statements and schedules, documents incorporated or deemed
to be incorporated by reference and exhibits), (ii) of the issuance by the
SEC of any stop order suspending the effectiveness of a Registration Statement
or of any order preventing or suspending the use of any preliminary prospectus
or the initiation of any proceedings for that purpose, (iii) if at any
time when a prospectus is required by the Securities Act to be delivered in
connection with sales of the Transfer Restricted Securities the representations
and warranties of the Issuer or the Guarantors contained in any agreement
(including any underwriting agreement) contemplated by Section 5(l) below
cease to be true and correct, (iv) of the receipt by the Issuer or the
Guarantors of any notification with respect to the suspension of the
qualification or exemption from qualification of a Registration Statement or
any of the Transfer Restricted Securities or the Exchange Securities to be sold
by any Participating Broker-Dealer for offer or sale in any jurisdiction, or
the initiation of any proceeding for such purpose, (v) of the happening of
any event or any information becoming known that makes any statement made in
such Registration Statement or related Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect
or that requires the making of any changes in such Registration Statement,
Prospectus or documents so that, in the case of the Registration Statement, it
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the Prospectus, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, and (vi) of the Issuer’s and the Guarantors’
reasonable determination that a post-effective amendment to a Registration
Statement would be appropriate.


 


(d)           If
(1) a Shelf Registration Statement is filed pursuant to Section 3, or
(2) a Prospectus contained in an Exchange Registration Statement filed
pursuant to Section 2 is required to be delivered under the Securities Act
by any Participating Broker-Dealer who seeks to sell Exchange Securities during
the Applicable Period, use its best efforts to prevent the issuance of any
order suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of a Prospectus or suspending the
qualification (or exemption from qualification) of any of the Transfer
Restricted Securities or the Exchange Securities (as applicable) to be sold by
any Participating Broker-Dealer, for sale in any jurisdiction, and, if any such
order is issued, to use their reasonable best efforts to obtain the withdrawal
of any such order at the earliest possible moment.


 


(e)           If
a Shelf Registration Statement is filed pursuant to Section 3 and if
requested by the managing underwriters, if any, and the Holders of a majority
in aggregate principal amount of the Transfer Restricted Securities being sold
in connection with an underwritten offering, (i) promptly incorporate in a
prospectus supplement or post-effective amendment such information as the
managing underwriters, if any, or such Holders or counsel reasonably request to
be included therein, (ii) make all required filings of such prospectus
supplement or such post-effective amendment as soon as practicable after the
Issuer has received notification of the matters to be incorporated in such
prospectus supplement or post-effective amendment, and (iii) supplement or
make


 


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amendments to such Registration
Statement with such information as the managing underwriter, if any, and such
Holders and counsel reasonably request to be included therein.


 


(f)            If
(1) a Shelf Registration Statement is filed pursuant to Section 3, or
(2) a Prospectus contained in an Exchange Registration Statement filed
pursuant to Section 2 is required to be delivered under the Securities Act
by any Participating Broker-Dealer who seeks to sell Exchange Securities during
the Applicable Period, furnish to each selling Holder of Transfer Restricted
Securities and to each such Participating Broker-Dealer who so requests, as the
case may be, their counsel and each managing underwriter, if any, without
charge, one conformed copy of the Registration Statement or Registration
Statements and each post-effective amendment thereto, including financial
statements and schedules, and, if requested, all documents incorporated or
deemed to be incorporated therein by reference and all exhibits.


 


(g)           If
(1) a Shelf Registration Statement is filed pursuant to Section 3, or
(2) a Prospectus contained in an Exchange Registration Statement filed
pursuant to Section 2 is required to be delivered under the Securities Act
by any Participating Broker-Dealer who seeks to sell Exchange Securities during
the Applicable Period, deliver to each selling Holder of Transfer Restricted
Securities pursuant to a Shelf Registration Statement, or each such
Participating Broker-Dealer, as the case may be, their counsel, and the
underwriters, if any, without charge, as many copies of the Prospectus or
Prospectuses (including each form of preliminary prospectus) and each amendment
or supplement thereto and any documents incorporated by reference therein as
such Persons may reasonably request; and, subject to the last paragraph of this
Section 5, the Issuer and the Guarantors hereby consent to the use of such
Prospectus and each amendment or supplement thereto by each of the selling
Holders of Transfer Restricted Securities or each such Participating Broker-Dealer,
as the case may be, and the underwriters or agents, if any, and dealers (if
any), in connection with the offering and sale of the Transfer Restricted
Securities covered by or the sale by Participating Broker-Dealers of the
Exchange Securities pursuant to such Prospectus and any amendment or supplement
thereto.


 


(h)           If
a Shelf Registration Statement is filed pursuant to Section 3, cooperate
with the selling Holders of Transfer Restricted Securities and the managing
underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing Transfer Restricted Securities to be sold, which
certificates shall not bear any restrictive legends and shall be in a form
eligible for deposit with The Depository Trust Company, and, subject to the
terms of the Indenture, enable such Transfer Restricted Securities to be in
such denominations and registered in such names as the managing underwriters,
if any, or Holders may reasonably request.


 


(i)            If
(1) a Shelf Registration Statement is filed pursuant to Section 3, or
(2) a Prospectus contained in an Exchange Registration Statement filed
pursuant to Section 2 is required to be delivered under the Securities Act
by any Participating Broker-Dealer who seeks to sell Exchange Securities during
the Applicable Period, upon the occurrence of any event contemplated by
paragraph 5(c)(v) or 5(c)(vi) above, as


 


11





















 


promptly as practicable prepare
and (subject to Section 5(a) above) file with the SEC, at the expense
of the Issuer and the Guarantors, a supplement or post-effective amendment to
the Registration Statement or a supplement to the related Prospectus or any
document incorporated or deemed to be incorporated therein by reference, or
file any other required document so that, as thereafter delivered to the
purchasers of the Transfer Restricted Securities being sold thereunder or to
the purchasers of the Exchange Securities to whom such Prospectus will be
delivered by a Participating Broker-Dealer, any such Prospectus will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.


 


(j)            Prior
to the effective date of the first Registration Statement relating to the
Transfer Restricted Securities, (i) provide the Trustee with certificates
for the Transfer Restricted Securities in a form eligible for deposit with The
Depository Trust Company and (ii) provide a CUSIP number for the Transfer
Restricted Securities.


 


(k)           In
connection with an underwritten offering of Transfer Restricted Securities
pursuant to a Shelf Registration Statement, enter into an underwriting
agreement as is customary in underwritten offerings and take all such other
actions as are reasonably requested by the managing underwriters in order to
expedite or facilitate the registration or the disposition of such Transfer
Restricted Securities, and in such connection, (i) make such
representations and warranties to the underwriters, with respect to the
business of the Issuer, the Guarantors and their subsidiaries and the
Registration Statement, Prospectus and documents, if any, incorporated or
deemed to be incorporated by reference therein, in each case, as are
customarily made by issuers to underwriters in underwritten offerings, and
confirm the same if and when requested; (ii) obtain opinions of counsel to
the Issuer and the Guarantors and updates thereof in form and substance reasonably
satisfactory to the managing underwriters, addressed to the underwriters
covering the matters customarily covered in opinions requested in underwritten
offerings and such other matters as may be reasonably requested by
underwriters; (iii) obtain “cold comfort” letters and updates thereof in
form and substance reasonably satisfactory to the managing underwriters from
the independent certified public accountants of the Issuer and the Guarantors
(and, if necessary, any other independent certified public accountants of any
subsidiary of the Issuer or the Guarantors or of any business acquired by
either of them for which financial statements and financial data are, or are
required to be, included in the Registration Statement), addressed to each of
the underwriters, such letters to be in customary form and covering matters of
the type customarily covered in “cold comfort” letters in connection with
underwritten offerings and such other matters as are reasonably requested by
underwriters as permitted by Statement on Auditing Standards No. 72; and
(iv) if an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures no less favorable than those set
forth in Section 7 hereof (or such other provisions and procedures
acceptable to Holders of a majority in aggregate principal amount of Transfer
Restricted Securities covered by such Registration Statement and the managing
underwriters or agents) with respect to all parties to be indemnified pursuant
to said Section.  The above shall be done
at each closing under such underwriting agreement, or as and to the extent
required thereunder.


 


12





















 


(l)            If
(1) a Shelf Registration Statement is filed pursuant to Section 3, or
(2) a Prospectus contained in an Exchange Registration Statement filed
pursuant to Section 2 is required to be delivered under the Securities Act
by any Participating Broker-Dealer who seeks to sell Exchange Securities during
the Applicable Period, (i) make available for inspection by any selling
Holder of such Transfer Restricted Securities being sold, or each such
Participating Broker-Dealer, as the case may be, any underwriter participating
in any such disposition of Transfer Restricted Securities, if any, and any
attorney, accountant or other agent retained by any such selling Holder or each
such Participating Broker-Dealer, as the case may be, or underwriter
(collectively, the “Inspectors”), at the offices where normally kept,
during reasonable business hours, all financial and other records, pertinent
corporate documents and properties of the Issuer, the Guarantors and their
subsidiaries (collectively, the “Records”) as shall be reasonably
necessary to enable them to exercise any applicable due diligence responsibilities,
and (ii) cause the officers, directors and employees of the Issuer, the
Guarantors and their subsidiaries to supply all information in each case
reasonably requested by any such Inspector in connection with such Registration
Statement.  Information supplied pursuant
to clauses (i) and (ii) above which the Issuer determines, in good
faith, to be confidential and which it notifies the Inspectors are confidential
shall not be disclosed by the Inspectors, unless (i) the disclosure of
such Records is necessary to avoid or correct a misstatement or omission in
such Registration Statement, (ii) the release of such Records is ordered
pursuant to a subpoena or other order from a court of competent jurisdiction or
(iii) the information in such Records has been made generally available to
the public.


 


(m)          Provide
an indenture trustee for the Transfer Restricted Securities or the Exchange
Securities, as the case may be, and cause the Indenture to be qualified under
the TIA not later than the effective date of the Exchange Offer or the first
Registration Statement relating to the Transfer Restricted Securities; and in
connection therewith, cooperate with the trustee under any such indenture and
the holders of the Transfer Restricted Securities, to effect such changes to
such indenture as may be required for such indenture to be so qualified in
accordance with the terms of the TIA; and execute, and use its best efforts to
cause such trustee to execute, all documents as may be required to effect such
changes, and all other forms and documents required to be filed with the SEC to
enable such indenture to be so qualified in a timely manner.


 


(n)           Comply
with all applicable rules and regulations of the SEC and, as soon as
reasonably practicable, make generally available to its securityholders
consolidated earnings statements (which need not be audited) of the Issuer that
satisfy the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder.


 


(o)           If
an Exchange Offer is to be consummated, upon delivery of the Transfer
Restricted Securities by Holders to the Issuer (or to such other Person as
directed by the Issuer) in exchange for the Exchange Securities, the Issuer and
the Guarantors shall mark, or cause to be marked, on such Transfer Restricted
Securities that such Transfer Restricted Securities are being cancelled in
exchange for the Exchange Securities; in no event shall such Transfer
Restricted Securities be marked as paid or otherwise satisfied.


 


13





















 


(p)           Cooperate
with each seller of Transfer Restricted Securities covered by any Registration
Statement and each underwriter, if any, participating in the disposition of
such Transfer Restricted Securities and their respective counsel in connection
with any filings required to be made with the National Association of
Securities Dealers, Inc. (the “NASD”).


 


(q)           Use
its best efforts to take all other steps necessary to effect the registration
of the Transfer Restricted Securities or Exchange Securities, as applicable,
covered by a Registration Statement contemplated hereby.


 


The Issuer may require each seller of
Transfer Restricted Securities or Participating Broker-Dealer as to which any
registration is being effected to furnish to the Issuer such information regarding
such seller or Participating Broker-Dealer and the distribution of such
Transfer Restricted Securities or Exchange Securities to be sold by such
Participating Broker-Dealer, as the case may be, as the Issuer may, from time
to time, reasonably request.  The Issuer
may exclude from such registration the Transfer Restricted Securities of any
seller or Participating Broker-Dealer who fails to furnish such information
within a reasonable time after receiving such request.


 


Each Holder of Transfer Restricted Securities
and each Participating Broker-Dealer agrees by acquisition of such Transfer
Restricted Securities or Exchange Securities to be sold by such Participating
Broker-Dealer, as the case may be, that, upon receipt of any notice from the
Issuer of the happening of any event of the kind described in
Section 5(c)(ii), 5(c)(iv), 5(c)(v) or 5(c)(vi), such Holder will
forthwith discontinue disposition of such Transfer Restricted Securities
covered by such Registration Statement or Prospectus or Exchange Securities to
be sold by such Participating Broker-Dealer, as the case may be, until such
Holder’s receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 5(i), or until it is advised in writing (the “Advice”)
by the Issuer that the use of the applicable Prospectus may be resumed, and has
received copies of any amendments or supplements thereto.  In the event the Issuer give any notice of
the happening of any event of the kind described in Section 5(c)(ii),
5(c)(iv), 5(c)(v) or 5(c)(vi), the time period for the effectiveness of
such Registration Statement set forth in Section 2 or Section 3
hereof, as applicable, shall be extended by the number of days from the date of
such notice to the date when each selling Holder covered by such Registration
Statement shall have received copies of the supplemental or amended Prospectus
contemplated by Section 5(i) or shall have received the Advice that
the use of the applicable Prospectus may be resumed.


 


6.             Registration
Expenses


 


(a)           All
fees and expenses incident to the performance of or compliance with this
Agreement by the Issuer or the Guarantors shall be borne by the Issuer, whether
or not the Exchange Offer or a Shelf Registration Statement is filed or becomes
effective, including, without limitation, (i) all registration and filing
fees (including, without limitation, (A) fees with respect to filings
required to be made with the NASD in connection with an underwritten offering
and (B) fees and expenses of compliance with state securities or Blue Sky
laws (including, without limitation, reasonable fees and


 


14





















 


disbursements of counsel in
connection with Blue Sky qualifications of the Transfer Restricted Securities
or Exchange Securities (x) where the Holders of Transfer Restricted Securities
are located, in the case of the Exchange Securities, or (y) as provided in
Section 5(h), in the case of Transfer Restricted Securities or Exchange
Securities to be sold by a Participating Broker-Dealer during the Applicable
Period)), (ii) printing expenses (including, without limitation, expenses
of printing certificates for Transfer Restricted Securities or Exchange
Securities in a form eligible for deposit with The Depository Trust Company and
of printing prospectuses if the printing of prospectuses is requested by the
managing underwriters, if any, or, in respect of Transfer Restricted Securities
or Exchange Securities to be sold by any Participating Broker-Dealer during the
Applicable Period, by the Holders of a majority in aggregate principal amount
of the Transfer Restricted Securities included in any Registration Statement or
of such Exchange Securities, as the case may be), (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel
for the Issuer and the Guarantors, (v) fees and disbursements of all
independent certified public accountants referred to in
Section 5(k)(iii) (including, without limitation, the expenses of any
special audit and “cold comfort” letters required by or incident to such
performance), (vi) rating agency fees, (vii) Securities Act liability
insurance, if the Issuer and the Guarantors desire such insurance,
(viii) fees and expenses of all other Persons retained by the Issuer or the
Guarantors, (ix) internal expenses of the Issuer and the Guarantors
(including, without limitation, all salaries and expenses of officers and
employees of the Issuer and the Guarantors performing legal or accounting
duties), (x) the expense of any annual audit, (xi) the fees and expenses
incurred in connection with the listing of the securities to be registered on
any securities exchange and (xii) the expenses relating to printing, word
processing and distributing all Registration Statements, underwriting
agreements, securities sales agreements, and indentures.  Nothing contained in this Section 6
shall create an obligation on the part of the Issuer to pay or reimburse any
Holder for any underwriting commission or discount attributable to any such
Holder’s Transfer Restricted Securities included in an underwritten offering
pursuant to a Registration Statement filed in accordance with the terms of this
Agreement, or to guarantee such Holder any profit or proceeds from the sale of
such Securities.


 


(b)           In
connection with any Shelf Registration Statement hereunder, the Issuer shall
reimburse the Holders of the Transfer Restricted Securities being registered in
such registration for the reasonable fees and disbursements of not more than
one counsel (in addition to one local counsel in each relevant jurisdiction)
chosen by the Holders of a majority in aggregate principal amount of the
Transfer Restricted Securities to be included in such Registration Statement
and other reasonable out-of-pocket expenses of the Holders of Transfer Restricted
Securities reasonably incurred in connection with the registration of the
Transfer Restricted Securities.


 


7.             Indemnification


 


The Issuer agrees to indemnify and hold
harmless (i) each of the Purchasers, each Holder of Transfer Restricted
Securities, each Holder of Exchange Securities, each Participating
Broker-Dealer, (ii) each person, if any, who controls (within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange


 


15





















 


Act) any of the foregoing
Persons (any of the persons referred to in this clause (ii) being
hereinafter referred to as a “controlling person”), and (iii) the
respective officers, directors, partners, employees, representatives and agents
of any of such Person or any controlling person (any person referred to in
clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified
Person”) to the fullest extent lawful, from and against any and all losses,
claims, damages, liabilities, judgments, actions and expenses (including,
without limitation, and as incurred, reimbursement of all reasonable costs of
investigating, preparing, pursuing or defending any claim or action, or any
investigation or proceeding by any governmental agency or body, commenced or threatened,
including the reasonable fees and expenses of counsel to any Indemnified
Person) directly or indirectly caused by, related to, based upon, arising out
of or in connection with any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement or Prospectus (as amended
or supplemented if the Issuer shall have furnished any amendments or
supplements thereto) or any preliminary prospectus, or caused by, arising out
of or based upon any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading,
except insofar as such losses, claims, damages or liabilities are caused by
(i) any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with information relating to
any Indemnified Person furnished to the Issuer or any underwriter in writing by
such Indemnified Person expressly for use therein, or (ii) any untrue
statement contained in or omission from a preliminary prospectus if a copy of
the Prospectus (as then amended or supplemented, if the Issuer shall have
furnished to or on behalf of the Holder participating in the distribution
relating to the relevant Registration Statement any amendments or supplements
thereto) was not sent or given by or on behalf of such Holder to the person
asserting any such losses, liabilities, claims, damages or expenses who
purchased Notes, if such is required by law at or prior to the written
confirmation of the sale of such Securities to such person and the untrue
statement contained in or omission from such preliminary prospectus was
corrected in the Prospectus (or the Prospectus as amended or
supplemented).  The Issuer shall notify
the Trustee promptly of the institution, threat or assertion of any claim,
proceeding (including any governmental investigation) or litigation of which it
or they shall have become aware in connection with the matters addressed by
this Agreement which involves the Issuer, any Guarantor or an Indemnified
Person.


 


In connection with any Registration Statement
in which a Holder of Transfer Restricted Securities is participating, such
Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Issuer and its directors and officers and each
person who controls the Issuer within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from the Issuer to each Indemnified Person, but only with
reference to information relating to such Indemnified Person furnished to the
Issuer in writing by such Indemnified Person expressly for use in any Registration
Statement or Prospectus, any amendment or supplement thereto, or any
preliminary prospectus.  The liability of
any Indemnified Person pursuant to this paragraph shall in no event exceed the
net proceeds received by such Indemnified Person from sales of Transfer
Restricted Securities giving rise to such obligations.


 


16





















 


If any suit, action, proceeding (including
any governmental or regulatory investigation), claim or demand shall be brought
or asserted against any person in respect of which indemnity may be sought
pursuant to either of the two preceding paragraphs, such person (the “indemnified
party”) shall promptly notify the person against whom such indemnity may be
sought (the “indemnifying person”) in writing, and the indemnifying
person shall have the right to assume the defense thereof with counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying person may reasonably designate in such
proceeding and shall pay the reasonable fees and expenses actually incurred by
such counsel related to such proceeding. 
In any such proceeding, any indemnified party shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall be at
the expense of such indemnified party, unless (i) the indemnifying person
and the indemnified party shall have mutually agreed in writing to the
contrary, (ii) the indemnifying person failed to assume the defense within
a reasonable time after the commencement of the action and employ counsel
reasonably satisfactory to the indemnified party or (iii) the named
parties to any such action (including any impleaded parties) include both such
indemnified party and the indemnifying person, or any affiliate of the
indemnifying person and such indemnified party shall have been reasonably
advised by counsel that either (x) there may be one or more legal defenses
available to it which are different from or additional to those available to
the indemnifying person or such affiliate of the indemnifying person or
(y) a conflict may exist between such indemnified party and the
indemnifying person or such affiliate of the indemnifying person (in which case
the indemnifying person shall not have the right to assume the defense of such
action on behalf of such indemnified party, it being understood, however, that
the indemnifying person shall not, in connection with any one such action or
separate but substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
fees and expenses of more than one separate firm of attorneys (in addition to
any local counsel) for all such indemnified parties, which firm shall be
designated in writing by indemnified parties who sold a majority in aggregate
principal amount of Transfer Restricted Securities sold by all such indemnified
parties and any such separate firm for the Issuer, its directors, its officers
and such control persons of the Issuer shall be designated in writing by the
Issuer.  The indemnifying person shall
not be liable for any settlement of any proceeding effected without its written
consent, which consent shall not be unreasonably withheld, but if settled with
such consent or if there be a final judgment for the plaintiff, the
indemnifying person agrees to indemnify any indemnified party from and against
any loss or liability by reason of such settlement or judgment.  No indemnifying person shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is
or could have been a party and indemnity could have been sought hereunder by
such indemnified party, unless such settlement includes an unconditional
release of such indemnified party from all liability on claims that are the
subject matter of such proceeding.


 


If the indemnification provided for in the
first and second paragraphs of this Section 7 is unavailable to an
indemnified party, in respect of any losses, claims, damages, liabilities, or
expenses referred to therein (other than by reason of the exceptions provided
therein), then each indemnifying person under such paragraphs, in


 


17





















 


lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages,
liabilities, or expenses (i) in such proportion as is appropriate to reflect
the relative benefits of the indemnified party on the one hand and the
indemnifying person(s) on the other in connection with the statements or
omissions that resulted in such losses, claims, damages, liabilities, or
expenses or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the indemnifying person(s) and the indemnified party,
as well as any other relevant equitable considerations.  The relative fault of the indemnifying
person(s), on the one hand, and any indemnified parties, on the other, shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the indemnifying
person(s), on the one hand, or by such indemnified parties, on the other, and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.


 


The parties agree that it would not be just
and equitable if contribution pursuant to this Section 7 were determined
by pro  rata allocation (even if such indemnified parties were
treated as one entity for such purpose) or by any other method of allocation
that does not take account of the equitable considerations referred to in the
immediately preceding paragraph.  The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any reasonable legal or other expenses actually incurred by such
indemnified party in connection with investigating or defending any such action
or claim.  Notwithstanding the provisions
of this Section 7, in no event shall an indemnified party be required to
contribute any amount in excess of the amount by which proceeds received by
such indemnified party from sales of Transfer Restricted Securities exceeds the
amount of any damages that such indemnified party has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.


 


The indemnity and contribution agreements
contained in this Section 7 will be in addition to any liability which the
indemnifying persons may otherwise have to the indemnified parties referred to
above.  The indemnified parties’
obligations to contribute pursuant to Section 7 are several in proportion
to the respective principal amount of Securities sold by each of the
indemnified parties hereunder and not joint.


 


8.             Rules 144 and
144A


 


The Issuer and the Guarantors covenant that,
during the Effectiveness Period, they will file the reports required to be
filed by them pursuant to the Securities Act and the Exchange Act and the
rules and regulations adopted by the SEC thereunder in a timely manner
and, if at any time the Issuer and the Guarantors are not required to


 


18





















 


file such reports, they will,
upon the request of any Holder of Transfer Restricted Securities, make
available information required by Rules 144 and 144A under the Securities
Act in order to permit sales pursuant to Rule 144 and Rule 144A.


 


9.             Underwritten
Registrations


 


(a)           If
any of the Transfer Restricted Securities covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the investment banker or
investment bankers and manager or managers that will manage the offering will
be selected by the Holders of a majority in aggregate principal amount of such
Transfer Restricted Securities included in such offering and reasonably
acceptable to the Issuer.


 


No Holder of Transfer Restricted Securities
may participate in any underwritten registration hereunder, unless such Holder
(i) agrees to sell such Holder’s Transfer Restricted Securities on the
basis provided in any customary underwriting arrangements entered into in
connection therewith and (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements.


 


(b)           Each
Holder of Transfer Restricted Securities agrees, if requested (pursuant to a
timely written notice) by the managing underwriters in an underwritten offering
or placement agent in a private offering of the Issuer’s debt securities, not
to effect any private sale or distribution (including a sale pursuant to
Rule 144(k) and Rule 144A, but excluding non-public sales to any of
its affiliates, officers, directors, employees and controlling persons) of any
of the Securities except pursuant to an Exchange Offer, during the period
beginning 10 days prior to, and ending 90 days after, the closing date of the
underwritten offering.


 


The foregoing provisions shall not apply to
any Holder of Transfer Restricted Securities if such Holder is prevented by
applicable statute or regulation from entering into any such agreement.


 


The Issuer and the Guarantors agree not to,
without the written consent of the managing underwriters in an underwritten
offering of Transfer Restricted Securities covered by a Registration Statement
filed pursuant to Section 3 hereof, effect any public or private sale or
distribution of their respective debt securities, including a sale pursuant to
Regulation D or Rule 144A under the Securities Act, during the period
beginning 10 days prior to, and ending 90 days after, the closing date of each
underwritten offering made pursuant to such Registration Statement; provided,
however, that such period shall be extended by the number of days from
and including the date of the giving of any notice pursuant to
Section 5(c)(v) or 5(c)(vi) hereof to and including the date
when each seller of Transfer Restricted Securities covered by such Registration
Statement shall have received the copies of the supplemented or amended
Prospectus contemplated by Section 5(j) hereof and provided  further,
that no such offering restriction shall apply to more than one such
underwritten offering per twelve-month period.


 


19





















 


10.           Miscellaneous


 


(a)           Remedies.  In the event of a breach by the Issuer of any
of its obligations under this Agreement, each Holder of Transfer Restricted
Securities, in addition to being entitled to exercise all rights provided
herein, in the Indenture or, in the case of the Initial Purchasers, in the
Purchase Agreement, or granted by law, including recovery of damages, will be entitled
to specific performance of its rights under this Agreement.  Subject to Section 4, the Issuer and the
Guarantors agree that monetary damages would not be adequate compensation for
any loss incurred by reason of a breach by them of any of the provisions of
this Agreement and hereby further agree that, in the event of any action for
specific performance in respect of such breach, they shall waive the defense
that a remedy at law would be adequate.


 


(b)           No
Inconsistent Agreements.  None of the
Issuer or any Guarantor will enter into any agreement with respect to any of
their respective securities which will grant to any Person piggy-back
registration rights with respect to an Exchange Registration Statement or a
Shelf Registration Statement.


 


(c)           Amendments
and Waivers.  The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Issuer has obtained the written
consent of holders of at least a majority of the then outstanding aggregate
principal amount of Transfer Restricted Securities and Exchange Securities held
by Participating Broker-Dealers holding Exchange Securities.  Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders and Participating Broker-Dealers
holding Exchange Securities whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect, impair,
limit or compromise the rights of other Holders and Participating
Broker-Dealers holding Exchange Securities may be given by holders of at least
a majority in aggregate principal amount of the Transfer Restricted Securities
and Exchange Securities held by Participating Broker-Dealers being sold by such
holders pursuant to such Registration Statement; provided that the
provisions of this sentence may not be amended, modified or supplemented except
in accordance with the provisions of the immediately preceding sentence.


 


(d)           Notices.
All notices, requests and other communications (including without limitation
any notices or other communications to the Trustee) provided for or permitted
hereunder shall be made in writing and delivered by hand-delivery, registered
first-class mail, next-day air courier or facsimile:


 


(1)           if
to a Holder of Transfer Restricted Securities, at the most current address of
such Holder set forth on the records of the registrar under the Indenture.


 


20





















 


	
   

  	
  (2)

  	
  if to the Initial Purchasers:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c/o Deutsche Bank Securities Inc.

  
	
   

  	
   

  	
  60 Wall Street, 10th Floor

  
	
   

  	
   

  	
  New York, New York 10005

  
	
   

  	
   

  	
  Facsimile No.: (212) 797-4496

  
	
   

  	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy (which shall not constitute
  notice hereunder) to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Skadden, Arps, Slate, Meagher &
  Flom LLP

  
	
   

  	
   

  	
  300 South Grand Avenue

  
	
   

  	
   

  	
  Los Angeles, California 90071

  
	
   

  	
   

  	
  Facsimile No.: (213) 687-5600

  
	
   

  	
   

  	
  Attention:
  Nicholas P. Saggese, Esq.

  David C. Eisman, Esq.

  
	
   

  	
   

  	
   

  
	
   

  	
  (3)

  	
  if to the Issuer or the Guarantors:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kerzner International Limited

  
	
   

  	
   

  	
  Coral Towers, Paradise Island

  
	
   

  	
   

  	
  The Bahamas

  
	
   

  	
   

  	
  Facsimile No.: (212) 659 5196

  
	
   

  	
   

  	
  Attention: Associate General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy (which shall not constitute
  notice hereunder) to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cravath, Swaine & Moore LLP

  
	
   

  	
   

  	
  825 Eighth Avenue

  
	
   

  	
   

  	
  New York, New York 10019

  
	
   

  	
   

  	
  Facsimile No.: (212) 474-3700

  
	
   

  	
   

  	
  Attention: D. Collier Kirkham, Esq.

  



 


All such notices, requests and communications
shall be deemed to have been duly given: when delivered by hand, if personally
delivered; the earlier of the date indicated on the notice of receipt and five
(5) Business Days after being deposited in the mail, postage prepaid, if
mailed; one Business Day after being timely delivered to a next-day air
courier; and when the address or receives facsimile confirmation, if sent by
facsimile during normal business hours, and otherwise on the next Business Day
during normal business hours.


 


Copies of all such notices, demands or other
communications shall be concurrently delivered by the Person giving the same to
the Trustee under the Indenture at the address specified in such Indenture.


 


(e)           Successors
and Assigns.  This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties, including without limitation and without the need for an
express assignment, subsequent Holders of


 


21





















 


Transfer Restricted Securities.
 The Issuer and the Guarantors agree that
the holders of the Notes shall be third party beneficiaries to the agreements
made hereunder by the Issuer and the Guarantors and each holder shall have the
right to enforce such agreements directly to the extent it deems such
enforcement necessary or advisable to protect its rights hereunder.


 


(f)            Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


 


(g)           Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(h)           Governing
Law.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK.  EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT
SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL
COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT TO
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND
IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.  EACH OF THE PARTIES HERETO IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE
LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE
VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY
CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


(i)            Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
the parties hereto shall use their best efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may
be hereafter declared invalid, illegal, void or unenforceable.


 


(j)            Entire
Agreement.  This Agreement, together
with the Purchase Agreement, is intended by the parties as a final expression
of their agreement, and is intended to be a complete and exclusive statement of
the agreement and understanding of the parties hereto in respect of the subject
matter contained herein and therein.


 


22





















 


(k)           Securities
Held by the Issuer, the Guarantors or Their Affiliates.  Whenever the consent or approval of Holders
of a specified percentage of Transfer Restricted Securities is required
hereunder, Transfer Restricted Securities held by the Issuer, any Guarantor or
any of their affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.


 


[Signature page follows]


 


23





















 


IN WITNESS WHEREOF, the parties have executed
this Registration Rights Agreement as of the date first written above.


 


	
   

  	
  ISSUER:

  
	
   

  	
   

  
	
   

  	
  KERZNER INTERNATIONAL LIMITED

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Richard
  M. Levine

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Richard M. Levine

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Executive Vice President and

  General Counsel

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS (See Schedule A hereto):
  

  
	
   

  	
   

  
	
   

  	
  [

  	
  ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
   

  
	
   

  	
   

  	
   

  	
    Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  REPRESENTATIVES OF THE INITIAL

  PURCHASERS:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK SECURITIES INC.,

  as representative of the Initial Purchasers,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ A. Drew
  Goldman

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  A. Drew
  Goldman

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Paul M.
  Whyte

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Paul M.
  Whyte

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Managing
  Director

  
									



 


24





















 


Schedule A


 


List of
Guarantors


 


Kerzner International North America, Inc.


Kerzner International Bahamas Limited


Island Hotel Company Limited


Paradise Acquisition Limited


Paradise Beach Inn Limited


Paradise Enterprises Limited


Paradise Island Limited


Kerzner Investments Connecticut, Inc.


Kerzner International Management Limited


Aberdeen Management Limited


Birbo NV


ISS, Inc.


Paradise Island Futures Limited


Paradise Security Services Limited


PIV, Inc.


Purposeful BV


Kerzner Investments California, Inc.


Kerzner International New York, Inc.


Kerzner Hotels International (Bermuda) Limited


Kerzner Hotels International Management NV


Kerzner International Timeshare Limited


Kerzner International Development (Timeshare) Limited


Kerzner International Development Services, Inc.


Kerzner International Development Limited


Kerzner International Finance (BVI) Limited


Kerzner International Marketing (UK) Limited


Kerzner International Marketing, Inc.


Kerzner International Nevada, Inc.


Kerzner New York, Inc.


Kerzner International Resorts, Inc.


Solea Vacances SA


Kerzner International Development Services Mexico, S. de R.L. de C.V.


Kerzner International Development Services, Inc.


Kerzner International Management Services, Inc.


Kerzner Investments Palmilla, Inc.


Kerzner International California, Inc.


Kerzner International Development Services Holding, L.L.C.


Kerzner International Management Services Holding, L.L.C.


Kerzner International Management Services Mexico, S. de R.L. de C.V.


Kerzner Northampton Limited


Kerzner Servicios Mexico, S. de R.L. de C.V.


Kerzner International Development Services (UK) Limited


Kerzner International Palm Island Limited


Kerzner International UAE Limited


 





















 


Kerzner International Employment Services Limited


Kerzner International Development FZ-LLC


Kerzner International Management FZ-LLC


One&Only Management Limited


One&Only Resorts Limited


Kerzner International Marine Projects Limited


Kerzner Investments BLB, Inc.


Kerzner Investments Pennsylvania, Inc.


Kerzner UK Leisure Property Holdings Limited


Kerzner UK Leisure Operations Holdings Limited


Kerzner Greenwich Hotel Limited


Kerzner Greenwich Casino Limited


Kerzner Glasgow Limited


Kerzner UK Gaming Limited


Kerzner Manchester Limited


Kerzner Investments Morocco Limited


Kerzner International Morocco Holdings Limited


Kerzner International Management (Morocco) Limited


Kerzner International Development (Morocco) Limited


One&Only Resorts (Deutschland) Gmbh


One&Only Resorts (France) EURL


One&Only Resorts (Southern Africa) (Pty) Limited


World Leisure Holidays (Pty.) Limited


Paradise Marina Condominium Investments Limited


Hurricane Hole Marina Investments Limited


Hurricane Hole Properties Limited


 





















 


	
   

  	
  KERZNER
  INTERNATIONAL BAHAMAS

  LIMITED,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ J.
  Barrie Farrington

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  J. Barrie Farrington

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Vice President

  
						



 





















 


	
   

  	
  ISLAND
  HOTEL COMPANY LIMITED

  
	
   

  	
  PARADISE
  ACQUISITION LIMITED

  
	
   

  	
  PARADISE
  BEACH INN LIMITED

  
	
   

  	
  PARADISE
  ENTERPRISES LIMITED

  
	
   

  	
  PARADISE
  ISLAND LIMITED

  
	
   

  	
  KERZNER
  INTERNATIONAL

  MANAGEMENT LIMITED

  
	
   

  	
  PARADISE
  ISLAND FUTURES LIMITED

  
	
   

  	
  PARADISE
  SECURITY SERVICES LIMITED

  
	
   

  	
  KERZNER
  INTERNATIONAL

  
	
   

  	
  DEVELOPMENT
  (TIMESHARE) LIMITED

  
	
   

  	
  KERZNER
  INTERNATIONAL

  DEVELOPMENT LIMITED

  
	
   

  	
  KERZNER
  INVESTMENTS PALMILLA, INC.

  
	
   

  	
  KERZNER
  NORTHAMPTON LIMITED

  
	
   

  	
  HURRICANE
  HOLE MARINA

  INVESTMENTS LIMITED

  
	
   

  	
  HURRICANE
  HOLE PROPERTIES LIMITED,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Giselle
  M. Pyfrom

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Giselle M. Pyfrom

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Assistant Secretary

  
	
   

  	
   

  
	
   

  	
  KERZNER
  INTERNATIONAL TIMESHARE

  LIMITED

  
	
   

  	
  KERZNER
  INTERNATIONAL 

  
	
   

  	
  DEVELOPMENT
  (TIMESHARE) LIMITED

  
	
   

  	
  KERZNER
  INTERNATIONAL

  
	
   

  	
  DEVELOPMENT
  LIMITED

  
	
   

  	
  KERZNER
  INVESTMENTS PALMILLA, INC.

  
	
   

  	
  KERZNER
  INTERNATIONAL 

  
	
   

  	
  EMPLOYMENT
  SERVICES LIMITED

  
	
   

  	
  KERZNER
  UK LEISURE OPERATIONS 

  
	
   

  	
  HOLDINGS
  LIMITED

  
	
   

  	
  KERZNER
  INTERNATIONAL 

  
	
   

  	
  DEVELOPMENT
  (MOROCCO) LIMITED

  
	
   

  	
  PARADISE
  MARINA CONDOMINIUM 

  
	
   

  	
  INVESTMENTS
  LIMITED,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Giselle
  M. Pyfrom

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Giselle M. Pyfrom

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Secretary

  
							



 





















 


	
   

  	
  KERZNER
  INVESTMENTS PALMILLA,

  INC.,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Giselle
  M. Pyfrom

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Giselle M. Pyfrom

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Executive Vice President and

  Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KERZNER
  INTERNATIONAL

  DEVELOPMENT FZ-LLC

  
	
   

  	
  KERZNER
  INTERNATIONAL

  MANAGEMENT FZ-LLC,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Giselle
  M. Pyfrom

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Giselle Pyfrom

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Power of Attorney

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ONE&ONLY
  MANAGEMENT LIMITED

  
	
   

  	
  ONE&ONLY
  RESORTS LIMITED

  
	
   

  	
  KERZNER
  INTERNATIONAL MARINE 

  
	
   

  	
  PROJECTS
  LIMITED

  
	
   

  	
  KERZNER
  UK LEISURE PROPERTY 

  
	
   

  	
  HOLDINGS
  LIMITED

  
	
   

  	
  KERZNER
  INVESTMENTS MOROCCO

  LIMITED

  
	
   

  	
  KERZNER
  INTERNATIONAL MOROCCO

  HOLDINGS LIMITED

  
	
   

  	
  KERZNER
  INTERNATIONAL

  MANAGEMENT (MOROCCO) LIMITED,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Giselle
  M. Pyfrom

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Giselle Pyfrom

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Director

  
						



 





















 


	
   

  	
  KERZNER
  INVESTMENTS CONNECTICUT,

  INC.

  
	
   

  	
  ISS,
  INC.

  
	
   

  	
  PIV,
  INC.

  
	
   

  	
  KERZNER
  INVESTMENTS CALIFORNIA,

  INC.

  
	
   

  	
  KERZNER
  INTERNATIONAL NEW YORK,

  INC.

  
	
   

  	
  KERZNER
  INTERNATIONAL

  DEVELOPMENT SERVICES, INC.

  
	
   

  	
  KERZNER
  INTERNATIONAL MARKETING,

  INC.

  
	
   

  	
  KERZNER
  INTERNATIONAL NEVADA,

  INC.

  
	
   

  	
  KERZNER
  NEW YORK, INC.

  
	
   

  	
  KERZNER
  INTERNATIONAL RESORTS,

  INC.

  
	
   

  	
  KERZNER
  INTERNATIONAL

  DEVELOPMENT SERVICES, INC.

  
	
   

  	
  KERZNER
  INTERNATIONAL

  MANAGEMENT SERVICES, INC.

  
	
   

  	
  KERZNER
  INTERNATIONAL CALIFORNIA,

  INC.

  
	
   

  	
  KERZNER
  INTERNATIONAL

  DEVELOPMENT SERVICES HOLDING,

  L.L.C.

  
	
   

  	
  KERZNER
  INTERNATIONAL

  MANAGEMENT SERVICES HOLDING,

  L.L.C.

  
	
   

  	
  KERZNER
  INVESTMENTS BLB, INC.

  
	
   

  	
  KERZNER
  INVESTMENTS

  PENNSYLVANIA, INC.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Richard
  Levine

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Richard Levine

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Vice President

  
						



 





















 


	
   

  	
  KERZNER
  INTERNATIONAL

  DEVELOPMENT SERVICES HOLDING,

  L.L.C.

  
	
   

  	
  KERZNER
  INTERNATIONAL

  MANAGEMENT SERVICES HOLDING,

  L.L.C.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Richard
  Levine

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Richard Levine

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Vice President

  
						



 





















 


	
   

  	
  ABERDEEN
  MANAGEMENT LIMITED,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/
  Authorized Signatory for Cosign Limited

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Authorized Signatory for Cosign Limited

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/
  Authorized Signatory for Cosign Limited

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Authorized Signatory for Cosign Limited

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Corporate Secretary

  
						



 





















 


	
   

  	
  BIRBO
  NV,

  
	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ TMF

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  TMF

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Director

  
						



 





















 


	
   

  	
  PURPOSEFUL
  BV,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ TIM BV

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  TIM BV

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Director

  
						



 





















 


	
   

  	
  KERZNER
  HOTELS INTERNATIONAL

  (BERMUDA) LIMITED,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Wayne
  Morgan

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Wayne Morgan

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Secretary

  
						



 





















 


	
   

  	
  KERZNER
  HOTELS INTERNATIONAL

  MANAGEMENT NV,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Curacao
  Corporation

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Curacao Corporation

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Director

  
						



 





















 


	
   

  	
  KERZNER
  INTERNATIONAL FINANCE

  (BVI) LIMITED,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ STC
  International

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  STC International

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Secretary

  
						



 





















 


	
   

  	
  KERZNER
  INTERNATIONAL

  DEVELOPMENT SERVICES MEXICO, S. DE

  R.L. DE C.V.

  
	
   

  	
  KERZNER INTERNATIONAL

  MANAGEMENT SERVICES MEXICO, S. DE

  R.L. DE C.V.

  
	
   

  	
  KERZNER SERVICIOS MEXICO, S. DE R.L.

  DE C.V.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ William
  C. Murtha

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  William C. Murtha

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Vice President

  
						



 





















 


	
   

  	
  KERZNER
  INTERNATIONAL MARKETING

  (UK) LIMITED

  
	
   

  	
  KERZNER
  INTERNATIONAL

  DEVELOPMENT SERVICES (UK) LIMITED,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Alex
  Penkul

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Alex Penkul

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Secretary

  
						



 





















 


	
   

  	
  KERZNER
  NORTHAMPTON LIMITED

  
	
   

  	
  KERZNER
  GREENWICH HOTEL LIMITED

  
	
   

  	
  KERZNER
  GREENWICH CASINO LIMITED

  
	
   

  	
  KERZNER
  GLASGOW LIMITED

  
	
   

  	
  KERZNER
  UK GAMING LIMITED

  
	
   

  	
  KERZNER
  MANCHESTER LIMITED,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Margaret
  Mary Hotchkiss

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Margaret Mary Hotchkiss

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Secretary

  
						



 





















 


	
   

  	
  ONE&ONLY
  RESORTS (FRANCE) EURL,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Roger
  Wharton

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Roger Wharton

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Chairman

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ONE&ONLY
  RESORTS (DEUTSCHLAND)

  GMBH,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Roger
  Wharton

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Roger Wharton

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SOLEA
  VACANCES SA,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Roger
  Wharton

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Roger Wharton

  
	
   

  	
   

  	
   

  	
    Title:

  	
  President

  
						



 





















 


	
   

  	
  KERZNER INTERNATIONAL NORTH

  AMERICA, INC.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ John R.
  Allison

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  John R.
  Allison

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KERZNER
  INTERNATIONAL PALM

  ISLAND LIMITED

  
	
   

  	
  KERZNER
  INTERNATIONAL UAE LIMITED

  
	
   

  	
  ONE&ONLY
  RESORTS (SOUTHERN

  AFRICA) (PTY) LIMITED

  
	
   

  	
  WORLD
  LEISURE HOLIDAYS (PTY.)

  LIMITED,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ John R. Allison

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
  John R. Allison

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Director