Exhibit 4.4(c)


EXECUTION COPY


 


KERZNER INTERNATIONAL LIMITED
KERZNER INTERNATIONAL
NORTH AMERICA, INC.


 


As Issuers


 










 


 


63⁄4% Senior Subordinated Notes due 2015


 


 










 


FIRST SUPPLEMENTAL INDENTURE


 


Dated as of September 22, 2005


 










 


 


Supplementing the Indenture dated as of September 22, 2005, among
Kerzner International

Limited, as Issuer, 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


 










 





















 


FIRST
SUPPLEMENTAL INDENTURE dated as of September 22, 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 (“KINA” together with the Company, the “Issuers”)
and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”),
under the Indenture referred to herein.


 


WHEREAS the Company issued and sold to Deutsche Bank Securities Inc.,
J.P. Morgan Securities Inc., Bear, Stearns & Co. Inc., Goldman, Sachs &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wachovia
Capital Markets, LLC and Wells Fargo Securities, LLC, as initial purchasers,
$400,000,000 aggregate principal amount of 63⁄4% senior subordinated notes due
2015 (the “Notes”), pursuant to an Indenture dated as of September 22,
2005, among the Company, the Guarantors and the Trustee;


 


WHEREAS Section 9.1 of the Indenture provides that the Company,
any Guarantor and the Trustee may amend the Indenture without the written
consent of the holders to cure any ambiguity, defect or inconsistency, or to
make any other provisions with respect to matters or questions arising under
the Indenture which may not be inconsistent with the provisions of the
Indenture, provided such action may not adversely affect the interests of any
holder in any respect;


 


WHEREAS the Company has determined that KINA should be added as
co-issuer of the Notes, as it was for the recently refinanced 87/8% senior subordinated notes due 2011;


 


WHEREAS the addition of KINA as co-issuer and the related revisions
incorporated herein will not adversely affect the interests of any holder of
the Notes in any respect; and


 


WHEREAS this First Supplemental Indenture has been duly authorized by
all necessary corporate action on the part of the Company and KINA.


 


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


 


ARTICLE I


 


Amendments


 


SECTION 1.01.  Addition of KINA as Co-Issuer.  Each reference to “Issuer” in the Indenture,
including the Exhibits thereto, shall be to both Kerzner International and
KINA, as co-issuers of the Notes, and shall be replaced by a reference to “Issuers,”
as defined above and in the Indenture, as amended hereby.  When the context so requires, singular forms
of syntax in respect of the Issuer shall be deemed replaced by plural forms in
respect of the Issuers (e.g., references to “its” shall be deemed
references to “their”).


 


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Pursuant to the foregoing, the preamble to the Indenture shall be
replaced with the following:


 


“THIS INDENTURE, dated as of September 22,
2005, is by and among Kerzner International Limited, an international business
company organized under the laws of the Commonwealth of The Bahamas (“Kerzner
International”), Kerzner International North America, Inc., a Delaware
corporation and a wholly owned subsidiary of Kerzner International (“KINA”
and, together with Kerzner International, the “Issuers”), the Guarantors
referred to below and The Bank of New York Trust Company, N.A., as Trustee.


 


Each party hereto agrees as follows for the benefit of each other party
and for the equal and ratable benefit of the Holders of the Issuers’ 63⁄4% Senior
Subordinated Notes due 2015:”


 


In addition, the first paragraph of page A-4 of the Indenture
(included in the Form of Note) shall be replaced with the following:


 


“Kerzner International Limited, an international business company
organized under the laws of the Commonwealth of The Bahamas (“Kerzner
International”), and Kerzner International North America, Inc., a Delaware
corporation and a wholly owned subsidiary of Kerzner International (“KINA” and,
together with Kerzner International, the “Issuers,” which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promise, jointly and severally, to pay to                  ,
or registered assigns, the principal sum of                          Dollars,
on October 1, 2015.”


 


KINA shall be deemed to have executed as co-issuer each certificate
representing Notes issued prior to the execution of this First Supplemental
Indenture.


 


SECTION 1.02.  Definitions.  Section 1.1 of the Indenture is amended
by replacing the language up to the first proviso in the definition of “Unrestricted
Subsidiary” with the following language:


 


““Unrestricted Subsidiary” means any subsidiary of Kerzner
International (other than KINA) that does not own any Capital Stock of, or own
or hold any Lien on any property of, Kerzner International or any other
Subsidiary of Kerzner International, including KINA, and that shall be
designated an Unrestricted Subsidiary by the Board of Directors of Kerzner
International;”


 


SECTION 1.03.  Addition of Certain Covenants.  The following covenant is hereby added in its
entirety as Section 5.3 to Article V of the Indenture:


 


“Section 5.3           Limitation
on Merger, Sale or Consolidation of KINA.


 


KINA will not consolidate or merge with or into (whether or not KINA is
the surviving person) another person (other than Kerzner International or a
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 KINA) expressly assumes all the obligations of KINA pursuant to
a supplemental indenture in form reasonably satisfactory to the Trustee; and


 


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(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.  Any person that expressly
assumes all the obligations of KINA pursuant to a supplemental indenture as
provided in the foregoing, shall succeed to, and be substituted for, and may
exercise every right and power of KINA under this Indenture with the same
effect as if such successor corporation had been named herein as KINA.


 


Notwithstanding the foregoing, upon the sale or disposition (whether by
merger, stock purchase, or otherwise) of KINA in its entirety to an entity
which is not a Subsidiary, which transaction is otherwise in compliance with
this Indenture (including, without limitation, the provisions of Section 4.13
hereof), KINA shall be released from the obligations under the Securities and
this Indenture except with respect to any obligations that arise from, or are
related to, such transaction; provided, however,
that any such termination shall occur only to the extent that all obligations
of KINA under all of its guarantees of, and under all of its pledges of assets
or other security interests which secure, any Indebtedness of Kerzner
International or any of its Subsidiaries shall also terminate upon such
release, sale or transfer.”


 


SECTION 1.04.  Clarification of Certain Default Provisions.  Sections 6.1(5) through 6.1(8) of
the Indenture shall be replaced with the following:


 


(5) a decree, judgment, or order by a court of competent
jurisdiction shall have been entered adjudicating either or both of the Issuers
or any of their Significant Subsidiaries as bankrupt or insolvent, or approving
as properly filed a petition seeking reorganization of either or both of the
Issuers or any of their Significant Subsidiaries under any bankruptcy or
similar law, and such decree or order shall have continued undischarged and
unstayed for a period of 60 consecutive days; or a decree or order of a court
of competent jurisdiction, judgment appointing a receiver, liquidator, trustee,
or assignee in bankruptcy or insolvency for either or both of the Issuers, any
of their Significant Subsidiaries, or any substantial part of the property of
any such person, or for the winding up or liquidation of the affairs of any
such person, shall have been entered, and such decree, judgment, or order shall
have remained in force undischarged and unstayed for a period of 60 days;


 


(6) either or both of the Issuers or any of their Significant
Subsidiaries shall institute proceedings to be adjudicated a voluntary
bankrupt, or shall consent to the filing of a bankruptcy proceeding against it,
or shall file a petition or answer or consent seeking reorganization under any
bankruptcy or similar law or similar statute, or shall consent to the filing of
any such petition, or shall consent to the appointment of a Custodian,
receiver, liquidator, trustee, or assignee in bankruptcy or insolvency of it or
any substantial part of its assets or property, or shall make a general
assignment for the benefit of creditors, or shall admit in writing its
inability to pay its debts as they become due;


 


(7) a default in Indebtedness of either of the Issuers or any of
their Subsidiaries with an aggregate principal amount in excess of $20 million (a) resulting
from the failure to pay any principal at final stated maturity or (b) as a
result of which the maturity of such Indebtedness has been accelerated prior to
its stated maturity; and


 


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(8) final unsatisfied judgments not covered by insurance
aggregating in excess of $20 million, at any one time rendered against either
of the Issuers or any of their Subsidiaries and either (a) commencement by
any creditor of any enforcement proceeding upon any such judgment that is not
promptly stayed or (b) such judgment is not stayed, bonded or discharged
within 60 days.”


 


SECTION 1.05.  Trustee’s Acceptance.  The Trustee hereby accepts this First
Supplemental Indenture and agrees to perform the same under the terms and
conditions set forth in the Indenture.


 


ARTICLE II


 


Miscellaneous


 


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


 


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


 


SECTION 2.03.  Severability.  In
case any provision in this First 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 First 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 First 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


 


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the Securities, any benefit of any legal or
equitable right, remedy or claim under the Indenture, this First Supplemental
Indenture or the Securities.


 


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