THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 20, 2002 (this "Amendment"), is among KERZNER INTERNATIONAL LIMITED, a corporation --------- organized under the laws of The Commonwealth of the Bahamas and...
Exhibit 99.2
SECOND AMENDMENT TO FOURTH AMENDED
AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
November 20, 2002 (this "Amendment"), is among ▇▇▇▇▇▇▇ INTERNATIONAL LIMITED, a corporation
---------
organized under the laws of The Commonwealth of the Bahamas and formerly known as Sun
International Hotels Limited ("KIL"), ▇▇▇▇▇▇▇ INTERNATIONAL NORTH AMERICA, INC., a
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corporation organized under the laws of the State of Delaware and formerly known as Sun
International North America, Inc. ("KINA"), ▇▇▇▇▇▇▇ INTERNATIONAL BAHAMAS LIMITED, a
----
corporation organized under the laws of The Commonwealth of the Bahamas and formerly known
as Sun International Bahamas Limited ("KIBL"; KIL, KINA and KIBL are each individually
----
referred to as a "Borrower" and collectively referred to as the "Borrowers"), the financial
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institutions as are or may become parties hereto (collectively referred to as the "Lenders")
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and CANADIAN IMPERIAL BANK OF COMMERCE, acting through one or more of its agencies, branches
or affiliates ("CIBC"), as the administrative agent (in such capacity, the "Administrative
---- ---------------
Agent").
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W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrowers, Lenders and the Administrative Agent are parties to the
Fourth Amended and Restated Credit Agreement, dated as of November 9, 2001, as amended by
those certain letter agreements dated December 14, 2001 and August 30, 2002 and that certain
First Amendment to Fourth Amended and Restated Credit Agreement dated as of May 8, 2002 (as
amended, supplemented, amended and restated or otherwise modified through the date hereof,
the "Existing Credit Agreement");
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WHEREAS, the Borrowers have requested that the Required Lenders amend the Existing
Credit Agreement as set forth below; and
WHEREAS, the Required Lenders have agreed, subject to the terms and conditions
hereinafter set forth, to amend the Existing Credit Agreement in certain respects (the
Existing Credit Agreement, as so amended or otherwise modified by this Amendment, being
referred to as the "Credit Agreement");
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NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged), the parties
hereto agree as follows.
Part I
DEFINITIONS
SUBPART 1.1 Certain Definitions. The following terms (whether or not underscored) when
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used in this Amendment shall have the following meanings (such meanings to be equally applicable
to the singular and plural forms thereof):
"Amendment" is defined in the preamble.
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"Borrowers" is defined in the preamble.
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"Credit Agreement" is defined in the third recital.
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"Existing Credit Agreement" is defined in the first recital.
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"Amendment Effective Date" is defined in Subpart 3.1.
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"Lenders" is defined in the first recital.
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SUBPART 1.2 Other Definitions. Terms for which meanings are provided in the Existing
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Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used
in this Amendment with such meanings.
PART II
AMENDMENTS
Effective on (and subject to the occurrence of) the Amendment Effective Date, the
Existing Credit Agreement is hereby amended in accordance with this Part; except as so
amended or otherwise modified by this Amendment, the Existing Credit Agreement and the Loan
Documents shall continue in full force and effect in accordance with their terms.
SUBPART 2.1. Amendment to Section 1.1. Section 1.1 of the Existing Credit Agreement
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is hereby amended by adding thereto the following new term in proper alphabetical order:
"8-5/8% Senior Subordinated Notes" means the 8-5/8% Senior Subordinated Notes
----------------------------------
due 2007 executed and delivered by KIL and KINA evidencing the Subordinated Debt
issued pursuant to the 8-5/8% Senior Subordinated Notes Indenture.
SUBPART 2.1.1. Amendment to Section 7.2.6(b). Section 7.2.6(b) of the Existing Credit
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Agreement is hereby amended and restated in its entirety as follows:
(b) (i) make any payment or prepayment of principal of, or interest on, any
Subordinated Notes (A) on any day other than, in the case of interest only, the
stated scheduled date for such payment of interest set forth in the applicable
Subordinated Notes or in the applicable Subordinated Note Indenture, or (B) which
would violate the terms of this Agreement or the Subordination Provisions of such
Subordinated Note Indenture; or (ii) redeem, purchase or defease any Subordinated
Notes; provided, that notwithstanding the foregoing, KIL shall be permitted to
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prepay, purchase, redeem or defease Subordinated Notes if (x) as of the last day of
the most recent Fiscal Quarter end, the Total Leverage Ratio was less than 4.5:1, (y)
both before and after giving effect thereto, no Default has occurred and is
continuing or would result therefrom and (z) the principal amount so paid, prepaid,
purchased, redeemed or defeased, when aggregated with the amount of Restricted
Payments paid under clause (a) does not exceed the Restricted Payment Amount;
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provided, further that notwithstanding the foregoing, on or before December 31, 2002,
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KIL shall be permitted to prepay, purchase or redeem all outstanding 8-5/8% Senior
Subordinated Notes so long as no Default has occurred and is continuing or would
result therefrom and all such 8-5/8% Senior Subordinated Notes so purchased shall not
be counted against the Restricted Payment Amount; and
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. Effectiveness. This Amendment and the amendments contained herein shall
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become effective on the date (the "Amendment Effective Date") when each of the conditions set
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forth in this Part shall have been fulfilled to the satisfaction of the Administrative Agent.
SUBPART 3.1.1. Execution of Counterparts. The Administrative Agent shall have
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received counterparts of this Amendment, duly executed and delivered on behalf of each
Borrower and the Required Lenders.
SUBPART 3.1.2. Affirmation and Consent. The Administrative Agent shall have received,
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with counterparts for each Lender, an Affirmation and Consent to this Amendment substantially
in the form attached hereto as Exhibit A, duly executed and delivered by each of the Obligors
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other than the Borrowers.
SUBPART 3.1.3. Legal Details, etc. All documents executed or submitted pursuant
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hereto shall be substance to the Administrative Agent and its counsel. The Administrative
Agent and its counsel shall have received all information and such counterpart originals or
such certified or other copies or such materials as the Administrative Agent or its counsel
may reasonably request, and all legal matters incident to the transactions contemplated by
this Amendment shall be satisfactory to the Administrative Agent and its counsel.
SUBPART 3.1.4. Required Lenders. The Agent shall have received an executed consent to
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this Amendment in the form of Exhibit B from the Required Lenders.
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PART IV
MISCELLANEOUS; REPRESENTATIONS AND COVENANT
SUBPART 4.1. Continuing Effectiveness, etc. As amended hereby, the Credit Agreement
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shall remain in full force and effect and is hereby ratified and confirmed in all respects.
After the Amendment Effective Date, all references in the Credit Agreement and each other
Loan Document to the "Credit Agreement" shall refer to the Existing Credit Agreement, after
giving effect to this Amendment.
SUBPART 4.2. Counterparts. This Amendment may be executed in any number of
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counterparts and by the different parties on separate counterparts, and each such counterpart
shall be deemed to be an original but all such counterparts shall together constitute one and
the same Amendment.
SUBPART 4.3. Governing Law. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND
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GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
SUBPART 4.4. Successors and Assigns. This Amendment shall be binding upon the
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Borrowers, the Lenders and the Agents and their respective successors and assigns, and shall
inure to their successors and assigns.
SUBPART 4.5. Representations and Warranties. In order to induce the Required Lenders
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to execute and deliver this Amendment, the Borrowers represent and warrant to the Agents, the
Lenders and the Issuers that, after giving effect to the terms of this Amendment, the
following statements are true and correct: (a) the representations and warranties set forth
in Article VI of the Existing Credit Agreement and in the other Loan Documents are true and
correct on the Amendment Effective Date (unless stated to relate solely to an earlier date,
in which case such representations and warranties were true and correct in all material
respects as of such earlier date); and (b) no Default has occurred and be continuing, and
neither KIL nor any Subsidiary is in material violation of any law or governmental regulation
or court order or decree.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and
delivered by their respective authorized officers as of the day and year first above written.
▇▇▇▇▇▇▇ INTERNATIONAL BAHAMAS LIMITED
By:_____________________________________
Title:
Address: Executive Offices
Coral Towers
Paradise Island,
The Bahamas
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ INTERNATIONAL LIMITED
By:_____________________________________
Title:
Address: Executive Offices
Coral Towers
Paradise Island,
The Bahamas
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ INTERNATIONAL NORTH AMERICA, INC.
By:_____________________________________
Title:
Address: Executive Offices
Coral Towers
Paradise Island,
The Bahamas
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
CANADIAN IMPERIAL BANK OF COMMERCE, as
Administrative Agent
By:____________________________________
Title: Managing Director,
CIBC World Markets Corp., AS AGENT
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
EXHIBIT A to Second Amendment to
Fourth Amended and Restated Credit Agreement
November 20, 2002
To the Parties Listed on the
Signature Pages Hereof
c/▇ ▇▇▇▇▇▇▇ International Bahamas Limited
Executive Offices
Coral Towers
Paradise Island,
The Bahamas
Attention: Chief Financial Officer
Re: ▇▇▇▇▇▇▇ International Limited, ▇▇▇▇▇▇▇ International North America, Inc. and
▇▇▇▇▇▇▇ International Bahamas Limited
Gentlemen:
Please refer to (1) the Fourth Amended and Restated Credit Agreement, dated as of
November 9, 2001, as amended by that certain Second Amendment to Fourth Amended and Restated
Credit Agreement dated as of November 20, 2002 (as so amended, the "Credit Agreement"), by
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and among ▇▇▇▇▇▇▇ INTERNATIONAL LIMITED, a corporation organized under the laws of The
Commonwealth of the Bahamas ("KIL"), ▇▇▇▇▇▇▇ INTERNATIONAL NORTH AMERICA, INC., a
---
corporation organized under the laws of the State of Delaware ("KINA"), ▇▇▇▇▇▇▇
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INTERNATIONAL BAHAMAS LIMITED, a corporation organized under the laws of The Commonwealth of
the Bahamas ("KIBL"; KIL, KINA and KIBL are each individually referred to as a "Borrower"
---- --------
and collectively referred to as the "Borrowers"), the financial institutions as are or may
---------
become parties hereto (collectively referred to as the "Lenders"), CANADIAN IMPERIAL BANK OF
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COMMERCE, acting through one or more of its agencies, branches or affiliates ("CIBC"), as
----
the administrative agent (in such capacity, the "Administrative Agent") and (2) the Amended
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and Restated Subsidiary Guaranty, dated as of November 9, 2001 (the "Guaranty"), made by
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each Guarantor (as such term is defined in the Credit Agreement) a signatory hereto in favor
of the Agent for the Beneficiaries. Pursuant to an amendment dated of even date herewith,
certain terms of the Credit Agreement were amended. We hereby request that you (i)
acknowledge and reaffirm all of your obligations and undertakings under the Guaranty and
(ii) acknowledge and agree that the Guaranty is and shall remain in full force and effect in
accordance with the terms thereof.
Please indicate your agreement to the foregoing by signing in the space provided
below, and returning the executed copy to the undersigned.
CANADIAN IMPERIAL BANK OF COMMERCE, as
Administrative Agent
By:____________________________________
Title: Managing Director,
CIBC World Markets Corp., AS AGENT
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Acknowledged and Agreed:
BIRBO NV
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
▇▇▇▇▇▇▇ HOTELS INTERNATIONAL MANAGEMENT NV
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
▇▇▇▇▇▇▇ INTERNATIONAL FINANCE LIMITED
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
▇▇▇▇▇▇▇ HOTELS INTERNATIONAL (BERMUDA), LIMITED
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
ABERDEEN MANAGEMENT LIMITED
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
▇▇▇▇▇▇▇ INTERNATIONAL MANAGEMENT LIMITED
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
PARADISE ISLAND LIMITED
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
▇▇▇▇▇▇▇ INTERNATIONAL TIMESHARE LIMITED
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
PARADISE SECURITY SERVICES LIMITED
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
PURPOSEFUL BV
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
▇▇▇▇▇▇▇ INTERNATIONAL MARKETING (UK) LTD.
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
▇▇▇▇▇▇▇ INVESTMENTS CONNECTICUT, LTD.
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
▇▇▇▇▇▇▇ INTERNATIONAL DEVELOPMENT (TIMESHARE)
LIMITED
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
ISLAND HOTEL COMPANY LIMITED
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
BAHAMAS E-TRADING LIMITED
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
▇▇▇▇▇▇▇ INTERACTIVE DATA LIMITED
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
▇▇▇▇▇▇▇ INTERACTIVE (IOM) LIMITED
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
▇▇▇▇▇▇▇ INTERACTIVE SERVICES LIMITED
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
▇▇▇▇▇▇▇ INVESTMENTS CALIFORNIA, INC.
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
▇▇▇▇▇▇▇ INTERNATIONAL NEVADA, INC.
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
PARADISE BEACH INN LIMITED
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
PARADISE ENTERPRISES LIMITED
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
PARADISE ACQUISITIONS LIMITED
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
▇▇▇▇▇▇▇ INTERNATIONAL DEVELOPMENT LIMITED
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
PARADISE ISLAND FUTURES LIMITED
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
▇▇▇▇▇▇▇ INTERNATIONAL RESORTS, INC.
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
PIV, INC.
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
ISS, INC.
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
▇▇▇▇▇▇▇ INTERNATIONAL MARKETING, INC.
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
▇▇▇▇▇▇▇ INTERNATIONAL NEW YORK, INC.
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
▇▇▇▇▇▇▇ INTERNATIONAL DEVELOPMENT GROUP, INC.
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
▇▇▇▇▇▇▇ INTERNATIONAL VACANCES SA
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
▇▇▇▇▇▇▇ INVESTMENTS NEW YORK, INC.
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
EXHIBIT B to Second Amendment to
Fourth Amended and Restated Credit Agreement
CONSENT OF LENDER
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Reference is hereby made to the Second Amendment to Fourth Amended and Restated
Credit Agreement dated as of November 20, 2002 among ▇▇▇▇▇▇▇ INTERNATIONAL LIMITED, a
corporation organized under the laws of The Commonwealth of the Bahamas ("KIL"), ▇▇▇▇▇▇▇
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INTERNATIONAL NORTH AMERICA, INC., a corporation organized under the laws of the State of
Delaware ("KINA"), ▇▇▇▇▇▇▇ INTERNATIONAL BAHAMAS LIMITED, a corporation organized under the
----
laws of The Commonwealth of the Bahamas ("KIBL"; KIL, KINA and KIBL are each individually
----
referred to as a "Borrower" and collectively referred to as the "Borrowers"), the financial
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institutions as are or may become parties hereto (collectively referred to as the
"Lenders"), CANADIAN IMPERIAL BANK OF COMMERCE, acting through one or more of its agencies,
branches or affiliates ("CIBC"), as the administrative agent (in such capacity, the
----
"Administrative Agent").
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The undersigned Lender hereby consents to the execution and delivery of the Second
Amendment to the Fourth Amended and Restated Credit Agreement by the Administrative Agent on
its behalf, substantially in the form of the most recent draft thereof presented to the
undersigned Lender.
Dated: November __, 2002
__________________________________________________
[Name of Institution]
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________