Exhibit 4.2(j)


 


KERZNER
INTERNATIONAL LIMITED


KERZNER
INTERNATIONAL NORTH AMERICA, INC.


 


As Issuers


 


 










 


 


87/8 % Senior
Subordinated Notes due 2011


 


 










 


SEVENTH SUPPLEMENTAL INDENTURE


 


 


Dated as of September 9, 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


 










 





















 


SEVENTH SUPPLEMENTAL
INDENTURE dated as of September 9, 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 listed on the attached Schedule I
(collectively, the “Additional Guarantors”) and The Bank of New York
Trust Company, N.A. (formerly known as The Bank of New York) (the “Trustee”),
as 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 and the Sixth Supplemental Indenture dated
as of March 24, 2005 (such indenture, as supplemented, the “Indenture”);


 


WHEREAS, the Additional Guarantors each have
agreed to become a “Guarantor” under the Indenture, in each case in order to
unconditionally guarantee all of the Issuers’ obligations under the Securities
pursuant to a Guarantee on the terms and conditions set forth herein; and


 


WHEREAS, pursuant to Section 9.1 of the
Indenture, the parties hereto are authorized to execute and deliver this
Seventh Supplemental Indenture.


 


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


 


ARTICLE I


 


Guarantee


 


SECTION 1.01.  a.  Guarantees.


 


(i)                                     In
consideration of good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, each of the Additional Guarantors hereby
irrevocably and unconditionally guarantees, as of the respective effective
dates shown on Schedule I hereto, jointly and severally, on a senior
subordinated basis (the “Guarantee”) to each Holder of a Security
authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of the
Indenture, the Securities or the obligations of the


 





















 


Issuers under the Indenture or the
Securities, that: (w) the principal and premium (if any) of and interest
(and Liquidated Damages, if any) on the Securities will be paid in full when
due, whether at the maturity or interest payment date, by acceleration, call
for redemption, upon an Change of Control Offer, an Asset Sale Offer or
otherwise; (x) all other obligations of the Issuers to the Holders or the
Trustee under the Indenture or the Securities will be promptly paid in full or
performed, all in accordance with the terms of this Indenture and the
Securities; and (y) in case of any extension of time of payment or renewal
of any Securities or any of such other obligations, they will be paid in full
when due or performed in accordance with the terms of the extension or renewal,
whether at maturity, by acceleration, call for redemption, upon an Offer to
Purchase or otherwise.  Failing payment
when due of any amount so guaranteed for whatever reason, each Additional
Guarantor shall be obligated to pay the same before failure so to pay becomes
an Event of Default.


 


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


 


(iii)                               If
any Holder or the Trustee is required by any court or otherwise to return to
either the Issuers or any Additional Guarantor, or any Custodian, Trustee, or
similar official acting in relation to either the Issuers or such Additional
Guarantor, any amount paid by either the Issuers or such Additional Guarantor
to the Trustee or such Holder, this Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect.  Each Additional Guarantor agrees that it will
not be entitled to any right of subrogation in relation to the Holders in
respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby.  Each Additional
Guarantor further agrees that, as between such Additional Guarantor, on the one
hand, and the Holders and the Trustee, on the other hand, (i) the maturity
of the obligations guaranteed hereby may be accelerated as provided in Section 6.2
of the Indenture for the purposes of this Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration as to the Issuers
of the obligations guaranteed hereby, and (ii) in the event of any


 


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declaration of acceleration of those
obligations as provided in Section 6.2 of the Indenture, those obligations
(whether or not due and payable) will forthwith become due and payable by each
of the Additional Guarantors for the purpose of this Guarantee.


 


(iv)                              Each
Additional Guarantor and by its acceptance of a Security issued hereunder each
Holder hereby confirms that it is the intention of all such parties that the
guarantee by such Additional Guarantor set forth in Section 1.01(a)(i) not
constitute a fraudulent transfer or conveyance for purpose of any Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar United States Federal or state law.  To effectuate the foregoing intention, the
Holders and such Additional Guarantor hereby irrevocably agree that the
obligations of such Additional Guarantor under its guarantee set forth in Section 1.01(a)(i) shall
be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Additional Guarantor and after giving
effect to any collections from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under its
Guarantee or pursuant to the following paragraph of this Section 1.01(a)(iv),
result in the obligations of such Additional Guarantor under such guarantee not
constituting such a fraudulent transfer or conveyance.


 


Each
Additional Guarantor that makes any payment or distribution under Section 1.01(a)(i) shall
be entitled to a contribution from each other Guarantor equal to its Pro Rata
amount of such payment or distribution so long as the exercise of such right
does not impair the rights of the Holders under the Guarantees.  For purposes of the foregoing, the “Pro Rata
amount” of any Guarantor means the percentage of the net assets of all
Guarantors held by such Additional Guarantor, determined in accordance with
GAAP.


 


b.                                      Execution
and Delivery of Guarantee.


 


To evidence its Guarantee set forth in Section 1.01(a),
each Additional Guarantor agrees that a notation of such Guarantee
substantially in the form annexed to the Indenture as Exhibit B shall be
endorsed on each Security authenticated and delivered by the Trustee and that
this Supplemental Indenture shall be executed on behalf of such Additional
Guarantor by one Officer by manual or facsimile signature.


 


Each Additional Guarantor agrees that its
Guarantee set forth in Section 1.01 shall remain in full force and effect
and apply to all the Securities notwithstanding any failure to endorse on each
Security a notation of such Guarantee.


 


If an Officer whose signature is on a
Security no longer holds that office at the time the Trustee authenticates the
Security on which a Guarantee is endorsed, the Guarantee shall be valid
nevertheless.


 


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The delivery of any Security by the Trustee,
after the authentication thereof hereunder, shall constitute due delivery of
the Guarantee set forth in the Indenture on behalf of each Additional
Guarantor.


 


c.                                       Certain
Bankruptcy Events.


 


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


 


d.                                      Limitation
on Merger, Consolidation, etc. of Additional Guarantors.


 


No Additional Guarantor shall consolidate or
merge with or into (whether or not such Additional Guarantor is the surviving
person) another person (other than either Issuer or another Guarantor) unless (i) subject
to the provisions of the following paragraph, the person formed by or surviving
any such consolidation or merger (if other than such Additional Guarantor)
assumes all the obligations of such Additional Guarantor pursuant to a
supplemental indenture in form reasonably satisfactory to the Trustee, pursuant
to which such person shall unconditionally guarantee, on a senior subordinated
basis, all of such Additional Guarantor’s obligations under such Additional
Guarantor’s Guarantee and the Indenture on the terms set forth in the
Indenture; and (ii) immediately before and immediately after giving effect
to such transaction on a pro forma
basis, no Default or Event of Default shall have occurred or be continuing.


 


Notwithstanding the foregoing, upon the sale
or disposition (whether by merger, stock purchase, or otherwise) of an
Additional Guarantor in its entirety to an entity which is not a Subsidiary or
the designation of a Subsidiary as an Unrestricted Subsidiary, which
transaction is otherwise in compliance with the Indenture (including, without
limitation, the provisions of Section 4.13 of the Indenture), such
Additional Guarantor will be deemed released from its obligations under its
Guarantee of the Securities; provided,
however, that any such termination shall occur only to the extent
that all obligations of such Additional Guarantor under all of its guarantees
of, and under all of its pledges of assets or other security interests which
secure, any Indebtedness of either Issuer or any of their Subsidiaries shall
also terminate upon such release, sale or transfer.


 


SECTION 1.02.  Trustee’s Acceptance.  The Trustee hereby accepts this Supplemental
Indenture and agrees to perform the same under the terms and conditions set
forth in the Indenture.


 


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ARTICLE II


 


Miscellaneous


 


SECTION 2.01.  Interpretation.  Upon execution and delivery of
this Seventh Supplemental Indenture, the Indenture shall be modified and
amended in accordance with this Seventh 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
Seventh Supplemental Indenture will control. 
The Indenture, as modified and amended by this Seventh 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 Seventh
Supplemental Indenture, the provisions of the Indenture, as modified and
amended by this Seventh Supplemental Indenture, shall control.


 


SECTION 2.02.  Conflict with Trust
Indenture Act.  If any
provision of this Seventh 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 Seventh Supplemental Indenture, the provision of
the TIA shall control.  If any provision
of this Seventh 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
Seventh Supplemental Indenture, as the case may be.


 


SECTION 2.03.  Severability.  In case any provision in this
Seventh 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.  Where the context
requires, the term “Guarantors” includes both the “Additional Guarantors”
(defined herein) and the “Guarantors” party to the Indenture.


 


SECTION 2.05.  Headings.  The Article and Section headings of
this Seventh 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 Seventh 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 Seventh Supplemental Indenture or the Securities.


 


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SECTION 2.07.  Successors.  All agreements of the Issuers and
the Additional Guarantors in this Seventh Supplemental Indenture shall bind
their successors.  All agreements of the
Trustee in this Seventh 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 Seventh 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 Seventh 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 Seventh 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 Additional 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 Seventh 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 Additional 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 permitted by
law or to commence legal proceedings or otherwise proceed against the Issuers
or any Additional Guarantor in any other jurisdiction.


 


SECTION 2.11.  Duplicate Originals.  All parties may sign any number of copies or
counterparts of this Seventh 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 Seventh 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

  



 





















 


	
   

  	
  ADDITIONAL GUARANTORS

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARADISE MARINA CONDOMINIUM

  INVESTMENTS LIMITED,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/

  	
  William C. Murtha

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William C. Murtha

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HURRICANE HOLE MARINA INVESTMENTS

  LIMITED,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/

  	
  William C. Murtha

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William C. Murtha

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HURRICANE HOLE PROPERTIES LIMITED,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/

  	
  William C. Murtha

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William C. Murtha

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 





















 


SCHEDULE I


 


	
  Additional Guarantors

  	
   

  	
  Effective Date of Guarantee

  
	
   

  	
   

  	
   

  
	
  Paradise Marina Condominium Investments
  Limited

  	
   

  	
  March 11,
  2005

  
	
   

  	
   

  	
   

  
	
  Hurricane Hole Marina Investments Limited

  	
   

  	
  June 15,
  2005

  
	
   

  	
   

  	
   

  
	
  Hurricane Hole Properties Limited

  	
   

  	
  June 15,
  2005