Exhibit 4.2(k)


 


KERZNER
INTERNATIONAL LIMITED


KERZNER
INTERNATIONAL NORTH AMERICA, INC.


 


As Issuers


 


 










 


 


87/8% Senior
Subordinated Notes due 2011


 


 










 


EIGHTH SUPPLEMENTAL INDENTURE


 


 


Dated as of September 21, 2005


 










 


 


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


 


 










 


THE BANK OF NEW YORK TRUST
COMPANY, N.A.


 


As Trustee


 










 





















 


EIGHTH
SUPPLEMENTAL INDENTURE dated as of September 21, 2005, among Kerzner
International Limited (formerly known as Sun International Hotels Limited), an
international business company organized under the laws of the Commonwealth of
The Bahamas (the “Company” or “Kerzner International”), Kerzner
International North America, Inc. (formerly known as Sun International
North America, Inc.), a Delaware corporation and a wholly owned subsidiary
of the Company (together with the Company, the “Issuers”), the
guarantors named in the Indenture referred to herein (the “Guarantors”)
and The Bank of New York Trust Company, N.A. (formerly known as The Bank
of New York), as trustee (the “Trustee”), under the Indenture referred
to herein.


 


WHEREAS the Issuers, the Guarantors and the
Trustee heretofore executed and delivered an Indenture dated as of August 14,
2001, in respect of the Issuers’ 87/8% Senior Subordinated Notes due
2011, as supplemented by the Supplemental Indenture dated September 19,
2001, the Second Supplemental Indenture dated May 20, 2002, the Third
Supplemental Indenture dated November 18, 2002, the Fourth Supplemental
Indenture dated May 7, 2003, the Fifth Supplemental Indenture dated as of September 10,
2004, the Sixth Supplemental Indenture dated as of March 24, 2005 and the
Seventh Supplement Indenture dated as of September 9, 2005 (such
indenture, as supplemented, the “Indenture”);


 


WHEREAS Section 9.2 of the Indenture
provides that the Issuers and the Trustee may amend the Indenture with the
written consent of the holders of at least a majority in aggregate principal
amount of securities then outstanding;


 


WHEREAS the Issuers desire to amend the
Indenture, as set forth in Article I hereof;


 


WHEREAS the holders of a majority in
aggregate principal amount of the securities outstanding have consented to the
amendments effected by this Eighth Supplemental Indenture; and


 


WHEREAS this Eighth Supplemental Indenture
has been duly authorized by all necessary corporate action on the part of the
Issuers.


 


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


 


ARTICLE I


 


Amendments


 


SECTION 1.01.  Deletion of Certain
Covenants.  Each of Section 4.3
(Limitation on Restricted Payments), Section 4.7 (Reports), Section 4.9
(Limitation on Transactions with Affiliates), 4.10 (Limitation on Incurrence of
Additional Indebtedness and Disqualified Capital Stock), Section 4.11
(Limitation on Dividends and Other Payment Restrictions Affecting
Subsidiaries), Section 4.12 (Limitation on Liens Securing Indebtedness), Section 4.13
(Limitation on Sale of Assets and Subsidiary Stock), Section 4.14
(Limitation on Layering Indebtedness), Section 4.15 (Limitation on Lines
of Business), Section 4.16 (Limitation on Status as Investment Company), Section 4.17


 


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(Future Subsidiary Guarantors) and Section 4.18 (Payment for
Consent) of the Indenture (collectively, together with (A) clauses (iii) and
(iv) of the first paragraph of Section 5.1 and the second paragraph
of Section 5.1 and (B) paragraphs (7) and (8) of Section 6.1
of the Indenture, the “Designated Provisions”) is hereby deleted in its
entirety and replaced with “Intentionally Omitted.”  All references to such sections shall also be
deleted in their entirety.


 


SECTION 1.02.  Amendment of Section 5.1.  Each of clauses (iii) and (iv) of
the first paragraph of Section 5.1 (Limitation on Merger, Sale or
Consolidation of Kerzner International) of the Indenture is hereby deleted in
its entirety and replaced with “Intentionally Omitted.”  The second paragraph of Section 5.1 of
the Indenture is hereby deleted in its entirety and replaced with “Intentionally
Omitted.”


 


SECTION 1.03.  Amendment of Section 6.1.  Notwithstanding any provision in the
Indenture to the contrary, each of paragraphs (7) and (8) of Section 6.1
(Events of Default) of the Indenture is hereby deleted in its entirety and
replaced with “Intentionally Omitted.” 
All references to such clauses shall also be deleted in their
entirety.  Each of paragraph (5) and
(6) of the Indenture is hereby amended to delete any and all references to
“or any of their Significant Subsidiaries.”


 


SECTION 1.04.  Deletion of Certain
Definitions.  Notwithstanding
any provision in the Indenture to the contrary, the definition in the Indenture
of each capitalized term which occurs only within the Designated Provisions as
in effect prior to the execution of this Eighth Supplemental Indenture shall be
deleted from the Indenture and shall be of no force or effect.


 


ARTICLE II


 


Miscellaneous


 


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


 


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


 


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SECTION 2.03.  Severability.  In case any provision in this
Eighth Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


 


SECTION 2.04.  Terms Defined in the
Indenture.  All capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in
the Indenture.


 


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


 


SECTION 2.06.  Benefits of Supplemental
Indenture, etc.  Nothing in
this Eighth Supplemental Indenture or the Securities, express or implied, shall
give to any Person, other than the parties hereto and thereto and their
successors hereunder and thereunder and the Holders of the Securities, any
benefit of any legal or equitable right, remedy or claim under the Indenture,
this Eighth Supplemental Indenture or the Securities.


 


SECTION 2.07.  Successors.  All agreements of the Issuers and
the Guarantors in this Eighth Supplemental Indenture shall bind their
successors.  All agreements of the
Trustee in this Eighth Supplemental Indenture shall bind its successors.


 


SECTION 2.08.  Trustee Not Responsible
for Recitals.  The Trustee
shall not be responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Eighth Supplemental Indenture or for or in
respect of the correctness of the recitals of fact contained herein, all of
which recitals are made solely by the Issuers.


 


SECTION 2.09.  Certain Duties and
Responsibilities of the Trustee. 
In entering into this Eighth Supplemental Indenture, the Trustee shall
be entitled to the benefit of every provision of the Indenture relating to the
conduct or affecting the liability or affording protection to the Trustee,
whether or not elsewhere herein so provided.


 


SECTION 2.10.  Governing Law.  This Eighth Supplemental Indenture
shall be governed by and construed in accordance with the internal laws of the
State of New York, as applied to contracts made and performed within the State
of New York, without regard to principles of conflicts of law.  The Issuers and each
Guarantor hereby irrevocably submit 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 of any suit, action or proceeding arising out of or relating to this
Eighth Supplemental Indenture, and irrevocably accepts for itself and in
respect of its property, generally and unconditionally, jurisdiction of the
aforesaid courts.  The Issuers and each
Guarantor irrevocably waive, to the fullest extent they may effectively do so
under applicable law, trial by jury and any objection which they 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.  Nothing herein shall affect the
right of the Trustee or any securityholder to serve process in any other manner



 


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permitted by law or to commence legal proceedings or otherwise proceed
against the Issuers or any Guarantor in any other jurisdiction.


 


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


 


 


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IN WITNESS WHEREOF, each party hereto has
caused this Eighth Supplemental Indenture to be signed by its officer thereunto
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 and Chief

  
	
   

  	
   

  	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/

  	
  William C. Murtha

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William C. Murtha

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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 A. Kaye

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Craig A. Kaye

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Assistant Vice-President

  



 


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