EXHIBIT 10.1


EXHIBIT 10.1


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:


 



2







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%







 


 



______________________________________________


 


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.


 





3







 


 



	
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%













	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%







 


 



4







 



	
(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





 



5







 



		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.



6







 



	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.





 


 



7







 



	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.






	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 





 


 



8







 



	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]


 


 


 


 


 


 


 










9







 


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


 





 


 


 










	
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.







 




 



29







 


 


	
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







 


 


 


 


 


 


 



30







SCHEDULE B

TO JOINDER AGREEMENT


 


[ Redacted ]


 


 


 


 


 


 


 


 


 



31












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.







 


 



32