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Purchase Agreement
Purchase Agreement (114K)
Doc #2146968: Click preview link for longer preview.
KERZNER INTERNATIONAL LIMITED
6 �% SENIOR SUBORDINATED NOTES DUE 2015
PURCHASE AGREEMENT
September 15, 2005
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
WELLS FARGO SECURITIES, LLC
c/o Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Ladies and Gentlemen:
Kerzner International Limited, an international business company organized under . . .
2146968
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Kerzner
As referenced in this Purchase Agreement:
KERZNER INTERNATIONAL LIMITED
–
EX-4.4(A) 4 a2163915zex-4_4a.htm EXHIBIT 4-4(A)
Exhibit 4.4(a)
EXECUTION COPY
KERZNER INTERNATIONAL LIMITED
6 % SENIOR SUBORDINATED NOTES DUE 2015
PURCHASE AGREEMENT
September 15, 2005
DEUTSCHE BANK SECURITIES INC.
J.P. MORGAN SECURITIES INC.
BEAR, STEARNS & CO. INC.
GOLDMAN, SACHS & CO.
_____________
Kerzner International Limited, – PIERCE, FENNER & SMITH INCORPORATED
WACHOVIA CAPITAL MARKETS, LLC
WELLS FARGO SECURITIES, LLC
c/o Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Ladies and Gentlemen:
Kerzner International Limited, an international business company organized under the laws of the Commonwealth of The Bahamas (the Company), proposes, subject to the terms and conditions stated herein, to issue and sell
_____________
Kerzner International Limited, – be otherwise specifically provided herein, shall be in writing and effective only on receipt, and, if sent to the Company, will be mailed or delivered to Richard M. Levine, Esq., Kerzner International Limited, Coral Towers, Paradise Island, The Bahamas, with a copy to Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, New York, 10019, Attention: D. Collier Kirkham, Esq.; or
_____________
KERZNER INTERNATIONAL LIMITED
– the Initial Purchasers and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us.
Very truly yours,
KERZNER INTERNATIONAL LIMITED
By:
/s/ John R. Allison
Name:
John R. Allison
Title:
Executive Vice President and
Chief Financial Officer
By:
/s/ Richard M. Levine
Name:
Richard M. Levine
Title:
Executive Vice
_____________
dt 1582500
;
 BNY
As referenced in this Purchase Agreement:
Bank of New York – Securities), to be issued pursuant to an indenture dated as of the Closing Date (the Indenture) between the Company, the Guarantors listed on Schedule II hereto (the Guarantors) and The Bank of New York Trust Company, N.A., as trustee (the Trustee). The Securities are to be guaranteed (the Guarantees) by the Guarantors. The Guarantees shall be in the form contained in the Indenture.
_____________
dt 1594763
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Deutsche Bank
As referenced in this Purchase Agreement:
DEUTSCHE BANK SECURITIES INC – 4(A) 4 a2163915zex-4_4a.htm EXHIBIT 4-4(A)
Exhibit 4.4(a)
EXECUTION COPY
KERZNER INTERNATIONAL LIMITED
6 % SENIOR SUBORDINATED NOTES DUE 2015
PURCHASE AGREEMENT
September 15, 2005
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
WELLS FARGO SECURITIES, LLC
_____________
Deutsche Bank Securities Inc – P. MORGAN SECURITIES INC.
BEAR, STEARNS & CO. INC.
GOLDMAN, SACHS & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
WACHOVIA CAPITAL MARKETS, LLC
WELLS FARGO SECURITIES, LLC
c/o Deutsche Bank Securities Inc .
60 Wall Street
New York, New York 10005
Ladies and Gentlemen:
Kerzner International Limited, an international business company organized under the laws of the Commonwealth of The Bahamas (the
_____________
Deutsche Bank Securities Inc – amendment to them) made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company by or on behalf of such Initial Purchaser through Deutsche Bank Securities Inc ., and the Initial Purchasers acknowledge for all purposes under this Agreement (including this paragraph and Section 7 hereof) that the statements set forth in the last paragraph of the
_____________
Deutsche Bank Securities Inc – section entitled Plan of Distribution in the Offering Memorandum constitute the only information (the Initial Purchasers Information) furnished to the Company by or on behalf of any Initial Purchaser by Deutsche Bank Securities Inc ., expressly for use in the Preliminary Offering Memorandum or the Offering Memorandum and that the Initial Purchasers shall not be deemed to have provided any information (and therefore are
_____________
DEUTSCHE BANK SECURITIES INC – Vice President and
Chief Financial Officer
By:
/s/ Richard M. Levine
Name:
Richard M. Levine
Title:
Executive Vice President and
General Counsel
Accepted as of the date first above written:
DEUTSCHE BANK SECURITIES INC .
By:
/s/
A. Drew Goldman
Name:
A. Drew Goldman
Title:
Managing Director
By:
/s/
Michael DeFelice
Name:
Michael DeFelice
Title:
Managing Director
On behalf of themselves and the other
_____________
dt 1576322
;
J.P. Morgan
As referenced in this Purchase Agreement:
J.P. MORGAN SECURITIES INC – 4_4a.htm EXHIBIT 4-4(A)
Exhibit 4.4(a)
EXECUTION COPY
KERZNER INTERNATIONAL LIMITED
6 % SENIOR SUBORDINATED NOTES DUE 2015
PURCHASE AGREEMENT
September 15, 2005
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
WELLS FARGO SECURITIES, LLC
c/o Deutsche Bank Securities
_____________
J.P. Morgan Securities Inc – the other
Initial Purchasers named in Schedule I hereto.
SCHEDULE I
Name of Initial Purchaser
Aggregate Principal
Amount of Securities to be
Purchased
Deutsche Bank Securities Inc.
$
105,882,353
J.P. Morgan Securities Inc .
$
105,882,353
Bear, Stearns & Co. Inc.
$
47,058,824
Goldman, Sachs & Co.
$
47,058,824
Merrill Lynch, Pierce, Fenner & Smith Incorporated
$
47,058,824
Wachovia
_____________
dt 1497321
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Registration Rights Agreement
Registration Rights Agreement (82K)
Doc #2146978: Click preview link for longer preview.
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 . . .
2146978
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Kerzner
As referenced in this Registration Rights Agreement:
KERZNER INTERNATIONAL LIMITED, –
EX-4.4(D) 7 a2163915zex-4_4d.htm EXHIBIT 4-4(D)
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
_____________
Kerzner International Limited, – 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
_____________
Kerzner International Limited
– 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
_____________
KERZNER INTERNATIONAL LIMITED
– 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:
_____________
dt 1398838
;
BNY
As referenced in this Registration Rights Agreement:
Bank of New York, – 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
_____________
dt 1594766
;
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Deutsche Bank
As referenced in this Registration Rights Agreement:
DEUTSCHE BANK SECURITIES INC – EXHIBIT 4-4(D)
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
_____________
Deutsche Bank Securities Inc – 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
_____________
Deutsche Bank Securities Inc – 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,
_____________
DEUTSCHE BANK SECURITIES INC – 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
_____________
dt 1379072
;
 Cravath
As referenced in this Registration Rights Agreement:
Cravath, Swaine – 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
_____________
dt 1347188
;
Skadden
As referenced in this Registration Rights Agreement:
Skadden, Arps – 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
_____________
dt 1432726
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