EX-10.3





 Exhibit 10.3 

Execution Version 

JOINDER AGREEMENT 
 DATED AS OF
APRIL 10, 2015 
 TO THE AMENDED AND RESTATED 

CREDIT AGREEMENT DATED MARCH 31, 2014 

among 
 VML US FINANCE LLC, 

as the Borrower, 
 GOLDMAN SACHS
(ASIA) L.L.C., GOLDMAN SACHS BANK USA, BARCLAYS 
 BANK PLC, BANCO NACIONAL ULTRAMARINO, S.A., THE BANK OF NOVA 

SCOTIA, BANK OF AMERICA N.A., BANK OF CHINA LIMITED, MACAU 

BRANCH, INDUSTRIAL AND COMMERCIAL BANK OF CHINA (MACAU) 

LIMITED, CHINA CONSTRUCTION BANK CORPORATION MACAU BRANCH, 

BANK OF COMMUNICATIONS CO., LTD. MACAU BRANCH, SUMITOMO 

MITSUI BANKING CORPORATION, OVERSEA-CHINESE BANKING 

CORPORATION LIMITED, WING LUNG BANK LTD., MACAU BRANCH, DBS 

BANK LTD. and UNITED OVERSEAS BANK LIMITED, 

as Global Coordinators and Lead Arrangers, 

CITIBANK, N.A., HONG KONG BRANCH and BNP PARIBAS HONG KONG 

BRANCH, 
 as Managers, 

and 
 BANK OF CHINA LIMITED, MACAU
BRANCH, 
 as Administrative Agent 
  












 JOINDER AGREEMENT 

THIS JOINDER AGREEMENT, dated as of April 10, 2015 (this “Agreement”), by and among Goldman Sachs (Asia) L.L.C., Goldman Sachs
Bank USA, Barclays Bank PLC, Banco Nacional Ultramarino, S.A., The Bank of Nova Scotia, Bank of America N.A., Bank of China Limited, Macau Branch, Industrial and Commercial Bank of China (Macau) Limited, China Construction Bank Corporation Macau
Branch, Bank of Communications Co., Ltd. Macau Branch, Sumitomo Mitsui Banking Corporation, Oversea-Chinese Banking Corporation Limited, Wing Lung Bank Ltd., Macau Branch, DBS Bank Ltd., United Overseas Bank Limited, Citibank, N.A., Hong Kong Branch
and BNP Paribas Hong Kong Branch (each a “New Lender” and collectively the “New Lenders”), VML US Finance LLC, a Delaware limited liability company (“Borrower”), and Bank of China Limited, Macau
Branch (“BOC”), as administrative agent for the Lenders (as defined below) and the New Lenders (in such capacity, “Administrative Agent”), under the Credit Agreement referred to below. 

RECITALS: 

WHEREAS, reference is hereby made to the Amended and Restated Credit Agreement, dated as of March 31, 2014 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the Borrower, Venetian Macau Limited, a
Macau corporation (the “Company”), the Administrative Agent, each of Goldman Sachs (Asia) L.L.C., Barclays Bank PLC, Banco Nacional Ultramarino, S.A., Bank of America, N.A., BOC, BNP Paribas Hong Kong Branch, Citigroup Global
Markets Asia Limited, Citibank, N.A., Hong Kong Branch, Crédit Agricole Corporate and Investment Bank, DBS Bank Ltd., Industrial and Commercial Bank of China (Macau) Limited, Oversea-Chinese Banking Corporation Limited, Sumitomo Mitsui
Banking Corporation and United Overseas Bank Limited, as global coordinators and bookrunners for the Term Loan Facility and Revolving Credit Facility and as co-syndication agents for the Term Loan Lenders and
Revolving Loan Lenders (the “Co-Syndication Agents”), The Bank of Nova Scotia and Wing Lung Bank Ltd., Macau Branch, as lead arrangers for the Term Loan Facility and Revolving Credit Facility,
each of the other agents and arrangers from time to time party thereto and the financial institutions from time to time party thereto (the “Lenders”); and 

WHEREAS, subject to the terms and conditions of the Credit Agreement, the Borrower may increase the existing Revolving Loan Commitments
and/or establish New Term Loan Commitments by entering into one or more Joinder Agreements with the New Term Loan Lenders and/or New Revolving Loan Lenders, as applicable. 

WHEREAS, each New Lender party hereto and making a commitment hereunder was immediately prior to the date hereof and remains a Lender
under the Credit Agreement; 
 NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein
contained, the parties hereto agree as follows: 

  
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 Each New Lender party hereto hereby agrees to commit to provide its respective Commitment as
set forth on Schedule A annexed hereto, on the terms and subject to the conditions set forth below: 
 Each New
Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Joinder Agreement (this “Agreement”); (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and
based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents; (iii) appoints and authorizes
Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent, by the terms thereof, together with such powers as are
reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. 

Each New Lender hereby agrees to make its Commitment on the following terms and conditions: 

 

	1.	 Applicable Margin. The Applicable Margin for each Series A New Term Loan shall mean, as of any date of
determination, a percentage per annum as set forth below: 


  

													
	 Series A New Term Loans1
	 
	 Consolidated

Leverage Ratio
	  	HIBOR Rate
Loans	 	 	Eurodollar Rate
Loans	 	 	Base Rate
Loans	 
	 Greater than 2.5:1.0
	  	 	2.125	% 	 	 	2.125	% 	 	 	1.125	% 
	 Greater than 2.25:1.0

but less than or equal to 2.5:1.0
	  	 	2.000	% 	 	 	2.000	% 	 	 	1.000	% 
	 Greater than 2.0:1.0

but less than or equal to 2.25:1.0
	  	 	1.875	% 	 	 	1.875	% 	 	 	0.875	% 
	 Greater than 1.75:1.0

but less than or equal to 2.0:1.0
	  	 	1.750	% 	 	 	1.750	% 	 	 	0.750	% 
	 Greater than 1.5:1.0

but less than or equal to 1.75:1.0
	  	 	1.625	% 	 	 	1.625	% 	 	 	0.625	% 
	 Greater than 1.25:1.0

but less than or equal to 1.5:1.0
	  	 	1.500	% 	 	 	1.500	% 	 	 	0.500	% 
	 Greater than 1.0:1.0

but less than or equal to 1.25:1.0
	  	 	1.375	% 	 	 	1.375	% 	 	 	0.375	% 
	 Less than or equal to 1.0:1.0
	  	 	1.250	% 	 	 	1.250	% 	 	 	0.250	% 

  

	1 	 The Consolidated Leverage Ratio used to compute the Applicable Margin shall be determined as provided in the
last paragraph of the definition of “Applicable Margin” in Section 1.1 of the Credit Agreement. 



  
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	2.	 Principal Payments. The Borrower shall make principal payments on the Series A New Term Loans in
the relevant currency in installments on each Quarterly Date set forth below in the aggregate amount equal to the percentage of the initial aggregate principal amount of the Series A New Term Loans set forth below: 



 

					
	     (A)

Payment

Date
	  	(B)
Scheduled
Repayment of
Series A New Term Loans	 
	 June 30, 2018
	  	 	2.50	% 
	 September 30, 2018
	  	 	2.50	% 
	 December 31, 2018
	  	 	2.50	% 
	 March 31, 2019
	  	 	2.50	% 
	 June 30, 2019
	  	 	5.00	% 
	 September 30, 2019
	  	 	5.00	% 


  
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	     (A)

Payment

Date
	  	(B)
Scheduled
Repayment of
Series A New Term Loans	 
	 December 31, 2019
	  	 	5.00	% 
	 March 31, 2020
	  	 	5.00	% 
	 June 30, 2020
	  	 	12.00	% 
	 September 30, 2020
	  	 	12.00	% 
	 December 31, 2020
	  	 	12.00	% 
	 New Term Loan Maturity Date

(March 30, 2021)
	  	 	34.00	% 
		  	  
	  
	 
	 TOTAL
	  	 	100	% 
		  	  
	  
	 

  

	3.	 Voluntary and Mandatory Prepayments. Scheduled installments of principal of the Series A New Term
Loans set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the Series A New Term Loans in accordance with Section 2.4 of the Credit Agreement; provided, that the final installment payable by
Borrower in respect of the Series A New Term Loans on the New Term Loan Maturity Date shall be in an amount, if such amount is different from the amount specified above, sufficient to repay all amounts owing by Borrower under the Credit Agreement
with respect to the Series A New Term Loans. 


  

	4.	 Upfront Fees. Borrower agrees to pay each New Lender an upfront fee on the Series A New Term Loan
Increased Amount Date (as defined below) in the amount set forth opposite the name of such New Lender on Schedule B annexed hereto 


  

	5.	 Proposed Borrowing. This Agreement represents Borrower’s request to borrow Series A New Term
Loans from the New Term Loan Lenders as follows (the “Proposed Borrowing”): 


  

	 	a.	 Business Day of Proposed Borrowing: The date (the “Series A New Term Loan Increased Amount
Date”) that is the Increased Amount Date specified in the notice in respect of the Series A New Term Loans delivered by the Borrower to the Administrative Agent and the Co-Syndication Agents pursuant
to subsection 2.9A of the Credit Agreement. 


  

	 	b.	 Total Amount of Proposed Borrowing: $1,000,000,000 



  
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	 	c.	 Interest rate option: 



 

	 	☐ a.	 Base Rate Loan(s) 


  

	 	☐ b.	 Eurodollar Rate Loans with an initial Interest Period of         
month(s) 


  

	 	☐ c.	 HIBOR Rate Loans with an initial Interest Period of          month(s)



 The Administrative Agent agrees that the Series A New Term Loan Increased Amount Date may be less than ten (10) Business Days (but
not less than seven (7) Business Days) after the date on which notice in respect of the Series A New Term Loans pursuant to subsection 2.9A of the Credit Agreement is delivered to the Administrative Agent and the
Co-Syndication Agents. 
 The Administrative Agent further agrees that the Borrowing Notice in respect of the Series
A New Term Loans may be delivered by the Borrower to the Administrative Agent less than five (5) Business Days (but not less than four (4) Business Days) before the Series A New Term Loan Increased Amount Date. 

 

	6.	 Other Terms. 


  


	 	a.	 The New Term Loan Maturity Date of the Series A New Term Loans shall be March 30, 2021.



  

	 	b.	 The obligation of the New Term Loan Lenders to fund Series A New Term Loans on the Series A New Term Loan
Increased Amount Date shall be subject to (i) the Administrative Agent’s receipt of a certificate of the Borrower certifying that the Company has received all regulatory approvals from the government of Macau SAR required in respect of the
issuance of the Series A New Term Loans and (ii) the execution and delivery by the Guarantors of the reaffirmation of the Guaranty and all amendments to the Foreign Security Agreements required by the Administrative Agent in respect of the
issuance of the Series A New Term Loans and set forth in Schedule C annexed hereto. 


  

	 	c.	 Each New Term Loan Lender agrees to fund its Commitment on the Series A New Term Loan Increased Amount Date
subject to the conditions of this Agreement. 


  

	7.	 Credit Agreement Governs. Except as set forth in this Agreement, Series A New Term Loans shall
otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents. 


  

	2 	 To be completed in the Borrowing Notice in respect of the Series A New Term Loans. 



  
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	8.	 Certifications. By its execution of this Agreement, the Borrower and the Company hereby certify
that: 


  

	 	i.	 The representations and warranties contained in the Credit Agreement and in the other Loan Documents are true
and correct in all material respects on and as of the date hereof and on the Business Day of Proposed Borrowing as set forth above to the same extent as though made on and as of the date hereof and on the Business Day of Proposed Borrowing as set
forth above, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date;



  

	 	ii.	 No event has occurred and is continuing or would result from the consummation of the Proposed Borrowing
contemplated hereby that would constitute an Event of Default or a Potential Event of Default; 


  

	 	iii.	 No order, judgment or decree of any court, arbitrator or Governmental Instrumentality shall purport to enjoin
or restrain any Lender from making the Series A New Term Loan; and 


  

	 	iv.	 The making of the Loans requested on the date hereof does not violate any law applicable to the Loan Parties or
Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System. 


  

	9.	 Covenants. By its execution of this Agreement, the Borrower hereby covenants that:



  

	 	i.	 The Borrower shall make any payments required pursuant to Sections 2.6(D) and 2.7 of the Credit Agreement
in connection with the Proposed Borrowing contemplated hereby; 


  

	 	ii.	 The Borrower shall deliver or cause to be delivered documents reasonably requested by Administrative Agent in
connection with this Agreement; and 


  

	 	iii.	 Set forth on the attached Officers’ Certificate are the calculations (in reasonable detail) demonstrating
compliance with the financial tests described in subsection 2.9B(2) and subsection 7.6 of the Credit Agreement after giving effect to the Proposed Borrowing contemplated hereby. 



 

	10.	 Eligible Assignee. By its execution of this Agreement, each New Term Loan Lender represents and
warrants that it is an Eligible Assignee. 



  
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	11.	 Notice. For purposes of the Credit Agreement, the initial notice address of each New Term Loan
Lender, if not already included in or if different from Schedule 10.9 to the Credit Agreement, shall be as set forth below its signature below. 


  

	12.	 Tax Information. For each New Term Loan Lender delivered herewith to Administrative Agent
are such properly completed and executed documentation prescribed by applicable law and such other information with respect to Included Taxes as such New Term Loan Lender may be required to deliver to Administrative Agent pursuant to subsection
2.7(C)(vii) of the Credit Agreement. 


  

	13.	 Recordation of the New Loans. Upon execution and delivery hereof, Administrative Agent will record
the Series A New Term Loans made by New Term Loan Lenders in the Register. 


  

	14.	 Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except by
an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto. 


  

	15.	 Entire Agreement. This Agreement, the Credit Agreement and the other Loan Documents constitute the
entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter
hereof. 


  

	16.	 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED
BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING §5-1401 OF THE GENERAL OBLIGATIONS LAW OF STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES. 


  

	17.	 Severability. Any term or provision of this Agreement which is invalid or unenforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or
enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.



  

	18.	 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, but all of which shall constitute one and the same agreement. 



  
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	19.	 Amendment of the Credit Agreement. Each of the Administrative Agent and the Co-Syndication Agents party hereto deem it necessary and appropriate that Sections 1, 2, 3, 5 and 6 of this Agreement amend the Credit Agreement and the other Loan Documents in order to effect the provisions of such
Sections in accordance with subsection 2.9 of the Credit Agreement. This Agreement shall be deemed a Loan Document for all purposes under the Credit Agreement. 



[Remainder of page intentionally left blank] 

  
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 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to
execute and deliver this Joinder Agreement as of April 10, 2015. 
  

			
	Bank of China Limited, Macau Branch
		
	By:	 	 /s/ WONG IAO KUN

	Name:	 	Wong Iao Kun
	Title:	 	 Deputy Director of Credit
 Administration
Department

		
		 	 Notice Address:
 Avenida Doutor Mario
Soares,
 no.323, 13/F,
 Bank of China Building

Macau
  

Attention: Jade Gan / Iris Ielong
 Telephone: (853) 8792 1661 /
1682
 Facsimile: (853) 8792 1659 / 0308




  
 10 













 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to
execute and deliver this Joinder Agreement as of April 10, 2015. 
  

			
	Industrial and Commercial Bank of China (Macau) Limited
		
	By:	 	 /s/ CHAN KAM LUN / YANG PENG

	Name:	 	Chan Kam Lun / Yang Peng
	Title:	 	 Chief Consumer Banking Officer /
 General
Manager

		
		 	 Notice Address:
 18/F, ICBC Tower, Macau
Landmark
 555 Avenida de Amizade,
 Macau

 
 Attention: Linda Chan / Selene Ren

Telephone: 83982452 / 83982499
 Facsimile: 28584496




  
 11 













 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to
execute and deliver this Joinder Agreement as of April 10, 2015. 
  

			
	China Construction Bank Corporation Macau Branch
		
	By:	 	 /s/ WADE HOU

	Name:	 	Wade Hou
	Title:	 	General Manager
	
	 Notice Address:
 5/F, Circle
Square,
 61 Avenida de Almeida Ribeiro,
 Macau

 
 Attention: Alex Ng / Mandy Kuong

Telephone: (853) 8291 1814 / 1825
 Facsimile: (853) 8291 1839 /
1880




  
 12 













 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to
execute and deliver this Joinder Agreement as of April 10, 2015. 
  

			
	Bank of Communications Co., Ltd. Macau Branch
		
	By:	 	 /s/ WU YE / LENG SAN

	Name:	 	Wu Ye / Leng San
	Title:	 	 General Manager /
 Head of Management
Department

	
	 Notice Address:
 16/F, AIA
Tower,
 No. 251A-301,
 Avenida Comercial de Macau

 
 Attention:

Telephone:
 Facsimile:




  
 13 













 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to
execute and deliver this Joinder Agreement as of April 10, 2015. 
  

			
	Banco Nacional Ultramarino, S.A.
		
	By:	 	 /s/ TOU KEI SAN / LEANDRO

RODRIGUES DA GRACA SILVA

	Name:	 	 Tou Kei San / Leandro Rodrigues da
 Graca
Silva

	Title:	 	General Manager / Executive Director
	
	 Notice Address:
 No.22,

Avenida de Almeida Ribeiro,
 Macau

 
 Attention: Violet Choi

Telephone: (853) 8398 9106
 Facsimile: (853) 2835
6867




  
 14 













 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to
execute and deliver this Joinder Agreement as of April 10, 2015. 
  

			
	Oversea-Chinese Banking Corporation Limited
		
	By:	 	 /s/ CHEOK KEE HOCK RICHARD

	Name:	 	Cheok Kee Hock Richard
	Title:	 	Head, Real Estate
	
	 Notice Address:
 65 Chulia
Street,
 #10-00 OCBC Centre,

Singapore 049513
  

Attention:
 Telephone:

Facsimile:




  
 15 













 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to
execute and deliver this Joinder Agreement as of April 10, 2015. 
  

			
	Sumitomo Mitsui Banking Corporation
		
	By:	 	 /s/ WILLIAM G. KARL

	Name:	 	William G. Karl
	Title:	 	Executive Officer
	
	 Notice Address:
 277 Park Avenue

New York, NY 10172
  

Attention: John Corrigan
 Telephone: 212-224-4735
 Facsimile: 212-224-4887




  
 16 













 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to
execute and deliver this Joinder Agreement as of April 10, 2015. 
  

			
	Wing Lung Bank Ltd., Macau Branch
		
	By:	 	 /s/ WONG WAH CHUEN

	Name:	 	Wong Wah Chuen
	Title:	 	Deputy General Manager
	
	 Notice Address:
 Unit 18 F-J
 Finance and IT Centre of Macau

Nam Van Lake, Quarteirao 5, Lote A,
 Macau

 
 Attention: Charlie Chen / Philip Deng

Telephone: (853) 2888 8111, Ext. 3801
 Facsimile: (853) 2875
0933




  
 17 













 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to
execute and deliver this Joinder Agreement as of April 10, 2015. 
  

			
	Bank of America N.A.
		
	By:	 	 /s/ JOYCE Y. CHAN

	Name:	 	Joyce Y. Chan
	Title:	 	Director
	
	 Notice Address:
 52/F, Cheung Kong
Center,
 2 Queen’s Road Central,
 Hong Kong

 
 Attention: Elena Ng

Telephone: 852-3508-2094

Facsimile: 852-3508-2914




  
 18 













 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to
execute and deliver this Joinder Agreement as of April 10, 2015. 
  

			
	DBS Bank Ltd.
		
	By:	 	 /s/ YEO KIA CHIAK

	Name:	 	Yeo Kia Chiak
	Title:	 	Vice President
	
	 Notice Address:
 12 Marina
Boulevard,
 Marina Bay Financial Centre Tower 3,

Level 46,
 Singapore 018982

 
 Attention: Max Lim / Diana Tay

Telephone: +65 6878 6490 / 2108
 Facsimile: +65 6324
4127




  
 19 













 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to
execute and deliver this Joinder Agreement as of April 10, 2015. 
  

			
	United Overseas Bank Limited
		
	By:	 	 /s/ LIM CHIN HONG

	Name:	 	Lim Chin Hong
	Title:	 	 Executive Director
 Corporate Banking
Singapore

	
	 Notice Address:
 1 Raffles Place

#23-61 One Raffles Place Tower 2

Singapore 048616
  

Attention:
 Telephone:

Facsimile:




  
 20 













 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to
execute and deliver this Joinder Agreement as of April 10, 2015. 
  

			
	The Bank of Nova Scotia
		
	By:	 	 /s/ DIANE EMANUEL

	Name:	 	Diane Emanuel
	Title:	 	Managing Director
	
	 Notice Address:
 720 King Street
West,
 Toronto, Ontario,
 Canada M5V2T3

 
 Attention:

Telephone:
 Facsimile: 212-225-5708




  
 21 













 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to
execute and deliver this Joinder Agreement as of April 10, 2015. 
  

			
	Barclays Bank PLC
		
	By:	 	 /s/ JAMES NAGAYA

	Name:	 	James Nagaya
	Title:	 	Director
	
	 Notice Address:
 5 The North
Colonnade,
 Canary Wharf,
 London E14 4BB

 
 Attention: Mark Pope

Telephone: +44(0) 207 773 2190
 Facsimile: +44(0) 207 773
1840




  
 22 













 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to
execute and deliver this Joinder Agreement as of April 10, 2015. 
  

			
	Goldman Sachs Bank USA
		
	By:	 	 /s/ REBECCA KRATZ

	Name:	 	Rebecca Kratz
	Title:	 	Authorized Signatory
	
	 Notice Address:
 200 West
Street,
 New York, NY 10282-2198
  

Attention: Michelle Latzoni
 Telephone: 212-934-3921
 Facsimile: 917-977-3966




  
 23 













 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to
execute and deliver this Joinder Agreement as of April 10, 2015. 
  

			
	Goldman Sachs (Asia) L.L.C.
		
	By:	 	 /s/ NELSON LO

	Name:	 	Nelson Lo
	Title:	 	Managing Director
	
	 Notice Address:
 68th Floor, Cheung Kong Center,
 2 Queen’s Road Central,

Hong Kong
  

Attention: Asia Loan Servicing
 Telephone:

Facsimile: 917-977-3915




  
 24 













 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to
execute and deliver this Joinder Agreement as of April 10, 2015. 
  

			
	BNP Paribas Hong Kong Branch
		
	By:	 	 /s/ PAUL YANG / MARY HSE

	Name:	 	Paul Yang / Mary Hse
	Title:	 	 Head of Greater China & Chief

Executive Officer HK /
 Managing Director, Senior Banker,

Coverage, HK Investment Banking
 Asia-Pacific

	
	 Notice Address:
 63/F., Two
International Finance Centre
 8 Finance Street, Central,
 Hong
Kong
  
 Attention: Joshua Lau

Telephone: 2909 8722
 Facsimile: 2970 0296




  
 25 













 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to
execute and deliver this Joinder Agreement as of April 10, 2015. 
  

			
	Citibank, N.A., Hong Kong Branch
		
	By:	 	 /s/ WILLIAM CHU

	Name:	 	William Chu
	Title:	 	Director
	
	 Notice Address:
 44th Floor Citibank Tower,
 Citibank Plaza,

3 Garden Road,
 Central, Hong Kong

 
 Attention: William Chu

Telephone: (852) 2868 8005
 Facsimile: (852) 3009
0309




  
 26 













 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to
execute and deliver this Joinder Agreement as of April 10, 2015. 
  

			
	VML US FINANCE LLC
		
	By:	 	 /s/ TOH HUP HOCK

	Name:	 	Toh Hup Hock
	Title:	 	Borrower Designated Officer



  
 27 













 Consented to by: 
  

			
	 BANK OF CHINA LIMITED, MACAU BRANCH,

as Administrative Agent

		
	By:	 	 /s/ WONG IAO KUN

	Name:	 	Wong Iao Kun
	Title:	 	Deputy Director of Credit Administration Department


  
 28 













 SCHEDULE A 

TO JOINDER AGREEMENT 
  

																			
	 Name of New

Lender
	  	 Type of

Commitment
	  	Amount in
USD	 	  	Amount in
HKD	 	  	Amount in
MOP	 	  	Amount in
USD
Equivalent3	 
	 Bank of China Limited, Macau Branch
	  	New Term Loan Commitment	  	 	—  	 	  	 	—  	 	  	 	1,157,477,000	 	  	 	145,000,000	 
	 Industrial and Commercial Bank of China (Macau) Limited
	  	New Term Loan Commitment	  	 	—  	 	  	 	1,123,764,500	 	  	 	—  	 	  	 	145,000,000	 
	 China Construction Bank Corporation Macau Branch
	  	New Term Loan Commitment	  	 	—  	 	  	 	968,762,500	 	  	 	—  	 	  	 	125,000,000	 
	 Bank of Communications Co., Ltd. Macau Branch
	  	New Term Loan Commitment	  	 	—  	 	  	 	697,509,000	 	  	 	—  	 	  	 	90,000,000	 
	 Banco Nacional Ultramarino, S.A.
	  	New Term Loan Commitment	  	 	—  	 	  	 	310,004,000	 	  	 	319,304,000	 	  	 	80,000,000	 
	 Oversea-Chinese Banking Corporation Limited
	  	New Term Loan Commitment	  	 	65,000,000	 	  	 	—  	 	  	 	—  	 	  	 	65,000,000	 
	 Sumitomo Mitsui Banking Corporation
	  	New Term Loan Commitment	  	 	65,000,000	 	  	 	—  	 	  	 	—  	 	  	 	65,000,000	 
	 Wing Lung Bank Ltd., Macau Branch
	  	New Term Loan Commitment	  	 	—  	 	  	 	387,505,000	 	  	 	—  	 	  	 	50,000,000	 
	 Bank of America N.A.
	  	New Term Loan Commitment	  	 	50,000,000	 	  	 	—  	 	  	 	—  	 	  	 	50,000,000	 
	 DBS Bank Ltd.
	  	New Term Loan Commitment	  	 	35,000,000	 	  	 	—  	 	  	 	—  	 	  	 	35,000,000	 
	 United Overseas Bank Limited
	  	New Term Loan Commitment	  	 	35,000,000	 	  	 	—  	 	  	 	—  	 	  	 	35,000,000	 
	 The Bank of Nova Scotia
	  	New Term Loan Commitment	  	 	17,500,000	 	  	 	58,125,750	 	  	 	—  	 	  	 	25,000,000	 
	 Barclays Bank PLC
	  	New Term Loan Commitment	  	 	—  	 	  	 	193,752,500	 	  	 	—  	 	  	 	25,000,000	 
	 Goldman Sachs Bank USA
	  	New Term Loan Commitment	  	 	12,500,000	 	  	 	96,876,250	 	  	 	—  	 	  	 	25,000,000	 
	 BNP Paribas Hong Kong Branch
	  	New Term Loan Commitment	  	 	20,000,000	 	  	 	—  	 	  	 	—  	 	  	 	20,000,000	 
	 Citibank, N.A., Hong Kong Branch
	  	New Term Loan Commitment	  	 	—  	 	  	 	155,002,000	 	  	 	—  	 	  	 	20,000,000	 
	 Total:
	  		  	 	300,000,000	 	  	 	3,991,301,500	 	  	 	1,476,781,000	 	  	 	1,000,000,000	 

  

	3	 USD Equivalent is calculated by using Recalculation Exchange Rate as of April 01, 2015: USD/USD: 1.0000,
USD/HKD: 7.7501 and USD/MOP: 7.9826. 



  
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 SCHEDULE B 

TO JOINDER AGREEMENT 
 [
Redacted ] 

  
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 SCHEDULE C 

TO JOINDER AGREEMENT 

Reaffirmation of Guaranty 

and Amendments to the Foreign Security Agreements 
  

	1	 Amendment to the Venetian Macau Limited Pledge over Gaming Equipment and Utensils (Portuguese official version
and English version for reference only) 


  

	2	 Amendment to the Venetian Macau Limited Floating Charge 



(Portuguese official version and English version for reference only) 
  

	3	 Amendment to the Venetian Cotai Limited Floating Charge 



(Portuguese official version and English version for reference only) 
  

	4	 Amendment to the Venetian Orient Limited Floating Charge 



(Portuguese official version and English version for reference only) 
  

	5	 Modification of the Venetian Macau Limited and Venetian Cotai Limited Mortgage (Portuguese official version and
English version for reference only), including replacement of applicable powers of attorney. 


  

	6	 Modification of the Venetian Cotai Limited Alternative Mortgage (Portuguese official version and English
version for reference only), including replacement of applicable power of attorney. 


  

	7	 Modification of the Venetian Orient Limited Mortgage (Portuguese official version and English version for
reference only), including replacement of applicable power of attorney. 


  

	8	 Amendment to Venetian Macau Limited Land Security Assignment 



(English version only) 
  

	9	 Amendment to Venetian Cotai Limited Land Security Assignment 



(English version only) 
  

	10	 Amendment to Venetian Orient Limited Land Security Assignment 



(English version only) 
  

	11	 Reaffirmation of the Guaranty by the Guarantors. 



  
 31