exv10w7






Exhibit 10.7




SECOND AMENDMENT TO CREDIT AGREEMENT

Dated as of August 12, 2009




          This SECOND AMENDMENT (this “Amendment”), dated as of August 12, 2009, is entered into by and
among VML US FINANCE LLC, a Delaware limited liability company (the “Borrower”), VENETIAN MACAU
LIMITED, a Macau corporation (the “Company”) and THE BANK OF NOVA SCOTIA, as administrative agent
for the Lenders (together with its permitted successors in such capacity, “Administrative Agent”),
acting with the consent of the Requisite Lenders, and, for the purposes of Section 4 hereof, the
Loan Parties listed on the signature pages hereto.




RECITALS




     A. WHEREAS, the Borrower, the Company, the Lenders, the Administrative Agent, The Bank of Nova
Scotia, as Collateral Agent, Goldman Sachs Credit Partners L.P., Lehman Brothers Inc. and Citigroup
Global Markets Inc., as co-syndication agents, joint lead arrangers and joint bookrunners, and
Banco Nacional Ultramarino, S.A. and Sumitomo Mitsui Banking Corporation as co-documentation agents
have entered into that certain Credit Agreement, dated as of May 25, 2006 (together with all
Exhibits and Schedules thereto and as amended through the date hereof, the “Credit Agreement”).



     B. WHEREAS, capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to such terms in the Credit Agreement.



     C. WHEREAS, the Loan Parties have requested that the Requisite Lenders agree to amend certain
provisions of the Credit Agreement as provided for herein.



     D. WHEREAS, the Requisite Lenders are willing to agree to such amendments relating to the
Credit Agreement subject to the terms and conditions set forth below and have consented to
Administrative Agent executing this Amendment on their behalf.



          NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto hereby agree as follows:




          1. Amendments to Credit Agreement. Upon the terms and subject to the conditions set
forth herein and in reliance on the representations and warranties of the Loan Parties set forth
herein, the parties hereto hereby agree to the following amendments, which amendments refer to the
Credit Agreement unless specifically noted otherwise:




               (a) Amendments to Section 1.1 of the Credit Agreement (Definitions). Section 1.1 of
the Credit Agreement is hereby amended by:



                    (i) Addition of New Definitions. Adding the following new definitions in proper
alphabetical sequence:









 



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     “AH Transfer” is defined in subsection 7.10(xxiii).




     “Delayed Start Revolving Loan Commitments” is defined in subsection 2.9(F).




     “Equity Sale Proceeds” means the aggregate cash proceeds received by the Parent and
the Parent’s Subsidiaries in respect of a Permitted Equity Sale in connection with a public
or private offering of equity interests (including equity interests that are issued upon
conversion or exchange of securities which are convertible into or exchangeable for such
equity interests) of a Subsidiary of the Parent through which its ownership interest of the
Company is held net of the direct costs relating to such Permitted Equity Sale (including
legal, accounting and investment banking fees and expenses and sales, finders’ or brokers
commissions) and taxes paid or payable as a result thereof.




     “Excess Asset Sale Proceeds” is defined in subsection 2.4B(iii)(a).




     “Excess Loss Proceeds” is defined in subsection 2.4B(iii)(b).




     “Excess Termination Proceeds” is defined in subsection 2.4B(iii)(c).




     “First Sale” is defined in subsection 7.10(xxiii).




     “Permitted Bond Issuance” is defined in subsection 7.1(xx).




     “Permitted Bond Ratable Share” means, at any date, the percentage equivalent of a
fraction (i) the numerator of which is the then outstanding principal amount of Permitted
Bonds and (ii) the denominator of which is the sum of the numerator plus the then
outstanding principal amount of the Term Loans.




     “Permitted Bonds” is defined in subsection 7.1(xx).




     “Permitted Equity Sale” means any sale or transfer of equity interests (including
equity interests that are issued upon conversion or exchange of securities which are
convertible into or exchangeable for such equity interests) in a Subsidiary of the Parent
through which its ownership of the Company is held through one or more public or private
offerings, sales, agreements or stock option plans, if after any such offering, sale,
transfer or grant, the common equity interests of the Company owned (either directly or
indirectly) by the Parent do not constitute less than 50.1% of the total outstanding common
equity interests of the Company (subject to any applicable Usufruct Agreement and mandatory
minority shareholder requirements in accordance with the Legal Requirements of Macau SAR),
provided that any Equity Sale Proceeds are applied pursuant to subsection
2.4B(iii)(k) hereof to the extent required thereby.”




     “Syndication Agent” means Goldman Sachs Credit Partners L.P. in its capacity as a
Co-Syndication Agent.









 



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                    (ii) Amendment to the Definition of “Applicable Margin.” The definition of
“Applicable Margin” is hereby amended as follows: Each percentage rate per annum specified therein
is increased by, (i) with effect from the Second Amendment Effective Date, 3.25% per annum, until
an amount equal to $500,000,000 has been applied to prepay the Loans upon consummation of one or
more Permitted Equity Sales pursuant to subsection 2.4B(iii)(k), and (ii) 2.25% per annum after
such application of such prepayment pursuant to subsection 2.4B(iii)(k), in each case, from the
rates that were in effect prior to the Second Amendment Effective Date.



                    (iii) Amendment to the Definition of “Change of Control.” The definition of “Change
of Control” is hereby amended by replacing clause (c) thereof with the following:




“(c) the Parent ceases to own (either directly or indirectly) (i) prior to the occurrence
of a Permitted Equity Sale, 100% of the common equity interests of the Company and (ii)
following the occurrence of a Permitted Equity Sale, 50.1% of the common equity interests
of the Company (subject, in each case, to the any Usufruct Agreement and mandatory minority
shareholder requirements in accordance with the Legal Requirements of the Macau SAR); or”



                    (iv) Amendment to the Definition of “Consolidated Adjusted EBITDA.” The definition of
Consolidated Adjusted EBITDA is amended by the addition of the following further proviso thereto at
the end of the first sentence of such definition:




“; provided further that, for purposes of determining Consolidated Adjusted
EBITDA solely for the respective four consecutive Fiscal Quarter periods ending on
September 30, 2009, December 31, 2009 and March 31, 2010, to the extent that operating
expenses in the most recent Fiscal Quarter in such period have been reduced from levels in
any of the three preceding Fiscal Quarters through implementation of reduction-in-force or
other cost-cutting initiatives the effect of which the Company reasonably believes is
continuing, and the Company so certifies in the certificate delivered pursuant to Section
6.1(iv) for such Fiscal Quarter, then the levels of such operating expenses for such three
preceding Fiscal Quarters may be adjusted as if such reductions in operating expenses had
been achieved in such quarters as well up to a maximum amount of (i) $40,000,000 for the
period of four consecutive Fiscal Quarters ending on September 30, 2009, (ii) $19,000,000
for the period of four consecutive Fiscal Quarters ending on December 31, 2009 and (iii)
$12,000,000 for the period of four consecutive Fiscal Quarters ending on March 31, 2010.”



                    (v) Amendment to the Definition of “Consolidated Excess Cash Flow.” The definition of
Consolidated Excess Cash Flow is amended by (x) deleting “and” immediately before clause (j) in
such definition and (y) inserting the following immediately before the proviso in such definition:









 



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     “and (k) any amounts included in the determination of Consolidated Adjusted EBITDA
during such period pursuant to the second proviso in the first sentence of the definition
of Consolidated Adjusted EBITDA”



                    (vi) Amendments to the Definition of “Eligible Assignee.” The definition of “Eligible
Assignee” is hereby amended by adding the following immediately at the end thereof:




“Notwithstanding the foregoing, the Company may in its sole and absolute discretion waive
the restrictions set forth in clauses (i), (ii) and (iii) of the fourth proviso
above as to any Person that would otherwise be an Eligible Assignee by notifying the
Administrative Agent in writing of such waiver.”



                    (vii) Amendments to the Definition of “Permitted Liens.” The definition of “Permitted
Liens” is hereby amended (w) by adding the phrase “and the holders of Indebtedness (and their
representatives) incurred pursuant to a Permitted Bond Issuance” immediately following the phrase
“the Secured Parties” in clause (i) thereof, (x) deleting “and” at the end of clause (xx) thereof,
(y) replacing the “.” at the end of clause (xxi) thereof with “,” and (z) by adding the following
additional paragraphs (xxii) and (xxiii) thereto:




     “(xxii) Liens on the Collateral junior in priority to the Liens created by the
Collateral Documents pursuant to an intercreditor agreement entered into as contemplated by
Section 7.1(xix); and




     (xxiii) Liens on the Collateral that are pari passu with the Liens created by the
Collateral Documents pursuant to an intercreditor agreement entered into as contemplated by
Section 7.1(xx).”



               (b) Amendments to Section 2.4 of the Credit Agreement (Repayments, Prepayments and
Reductions in Commitments; General Provisions Regarding Payments).


(i) Section 2.4B(iii)(a) of the Credit Agreement is hereby amended by the addition of the following
further proviso at the end of the first sentence thereof:





“; provided further that the amount of any prepayment otherwise required
pursuant to the foregoing provisions of this subsection 2.4B(iii)(a) shall be reduced by an
amount equal to the lesser of (x) the Permitted Bond Ratable Share of such amount and (y)
the amount of the related Net Asset Sale Proceeds which are required by the provisions of
the Permitted Bonds to be applied or offered to be applied to the redemption or retirement
of Permitted Bonds; provided that to the extent such Net Asset Sale Proceeds are
not so applied to retire or redeem Permitted Bonds after an offer to do so has been made
(“Excess Asset Sale Proceeds”), such Excess Asset Sale Proceeds shall be applied to repay
Loans in accordance with this Section 2.4B(iii)(a).”









 



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(ii) Section 2.4B(iii)(b) of the Credit Agreement is hereby amended by the addition of the
following further proviso at the end of the first sentence thereof:





“; provided further that the amount of any prepayment otherwise required
pursuant to the foregoing provisions of this subsection 2.4B(iii)(b) shall be reduced by an
amount equal to the lesser of (x) the Permitted Bond Ratable Share of such amount and (y)
the amount of the related Net Loss Proceeds which are required by the provisions of the
Permitted Bonds to be applied or offered to be applied to the redemption or retirement of
Permitted Bonds; provided that to the extent such Net Loss Proceeds are not so
applied to retire or redeem Permitted Bonds after an offer to do so has been made (“Excess
Loss Proceeds”), such Excess Loss Proceeds shall be applied to repay Loans in accordance
with this Section 2.4B(iii)(b).”


(iii) Section 2.4B(iii)(c) of the Credit Agreement is hereby amended by the addition of the
following proviso at the end thereof:





“; provided that the amount of any prepayment otherwise required pursuant to the
foregoing provisions of this subsection 2.4B(iii)(c) shall be reduced by an amount equal to
the lesser of (x) the Permitted Bond Ratable Share of such amount and (y) the amount of the
related Net Termination Proceeds which are required by the provisions of the Permitted
Bonds to be applied or offered to be applied to the redemption or retirement of Permitted
Bonds; provided that to the extent such Net Termination Proceeds are not so applied
to retire or redeem Permitted Bonds after an offer to do so has been made (“Excess
Termination Proceeds”), such Excess Termination Proceeds shall be applied to repay Loans in
accordance with this Section 2.4B(iii)(c).”


(iv) Section 2.4B(iii)(d) of the Credit Agreement is hereby amended to read in its entirety as
follows:




          “(d) Prepayments Due to Incurrence of Debt.





     On the fifth Business Day following the date of receipt by the Company or any other
Loan Party of the Cash proceeds (any such proceeds, net of underwriting discounts and
commissions and other reasonable fees, costs and expenses associated therewith, including
reasonable legal fees and expenses, being “Net Proceeds”) from the incurrence of any debt
of the Company or any other Loan Party (other than any debt expressly permitted under
clauses (i)-(xix) of subsection 7.1), the Borrower shall prepay the Loans in an aggregate
amount equal to 100% of such Net Proceeds.”


(v) Section 2.4 of the Credit Agreement is hereby amended by adding the following new subsection
2.4B(iii)(k) immediately following subsection 2.4B(iii)(j):




          “(k) Prepayments Due to a Permitted Equity Sale.










 



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     (1) If any Permitted Equity Sale is consummated, then no later than the fifth Business
Day following the date of receipt by the Parent, the Parent’s Subsidiaries or the Company
of any Equity Sale Proceeds in respect of such Permitted Equity Sale, an amount equal to
such Equity Sale Proceeds shall be applied to prepay the Loans (with a concurrent permanent
reduction in the Revolving Loan Commitments) in accordance with subsection 2.4B(iii)(k)(2);
provided that the aggregate amount required to be applied to prepay the Loans
pursuant to this subsection 2.4B(iii)(k)(1) shall not exceed $500,000,000.




     (2) Any amounts required to be applied pursuant to subsection 2.4B(iii)(k)(1) will be
applied to prepay all outstanding Loans on a pro rata basis (with a concurrent permanent
and ratable reduction in the Revolving Loan Commitments in an amount equal to the principal
amount of Revolving Loans so prepaid).




     (3) The provisions of subsections 2.4B(iv)(c)-(e) will apply to any prepayments
required under this subsection 2.4B(iii)(k).”



               (c) Amendments to Section 2.9 of the Credit Agreement (Delayed Start Revolving
Commitments). Section 2.9 of the Credit Agreement is hereby amended by adding the following
new subsection 2.9F:



          “F. Delayed Start Revolving Commitments.




                    (i) The Borrower may by written notice to the Syndication Agent and the Administrative Agent
elect to request from time to time prior to the Revolving Loan Commitment Termination Date, the
establishment of one or more new revolving credit commitments to take effect on the Revolving Loan
Commitment Termination Date (or any time thereafter but prior to the Maturity Date of the Term B
Delayed Draw Loans) (the “Delayed Start Revolving Loan Commitments”), in an aggregate amount not in
excess of the then amount of the Revolving Loan Commitments. In the event of any reduction in the
aggregate amount of the Revolving Loan Commitments below the amount of the Delayed Start Revolving
Loan Commitments subsequent to the establishment of the Delayed Start Revolving Loan Commitments,
and prior to the Revolving Loan Commitment Termination Date, the Delayed Start Revolving Loan
Commitments shall simultaneously and automatically be ratably reduced by an amount such that the
Delayed Start Revolving Loan Commitments shall not exceed the Revolving Loan Commitments as so
reduced. Delayed Start Revolving Loan Commitments shall become effective as of the Revolving Loan
Commitment Termination Date; provided that (1) no Potential Event of Default or Event of
Default shall exist on such date before or after giving effect to such Delayed Start Revolving Loan
Commitments and any related Credit Extensions; (2) the Revolving Loan Commitments shall have
terminated on the Revolving Loan Commitment Termination Date, and any Revolving Loans theretofore
made shall have been repaid in full; (3) the Delayed Start Revolving Loan Commitments shall be
effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the
Syndication Agent, the Administrative Agent and the Lenders that have been allocated any portion of
the









 



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Delayed Start Revolving Loan Commitments and have agreed to such allocation in their sole
discretion, and each of which shall be recorded in the Register and shall be subject to the
requirement set forth in subsection 2.7B(iii); (4) the Borrower shall deliver or cause to be
delivered any legal opinions or other documents or reasonably requested by the Syndication Agent or
the Administrative Agent in connection with any such transaction; and (5) the conditions set forth
in subsection 2.9F(ii) shall be satisfied as of the Revolving Loan Commitment Termination Date.



                    (ii) No effect shall be given to the Delayed Start Revolving Loan Commitments prior to the
Revolving Loan Commitment Termination Date in determining the requisite Lender approval for any
amendment, modification, termination, waiver or consent in respect of the Loan Documents (a
“modification”) pursuant to Section 10.6. However, it shall be a condition to the availability of
the Delayed Start Revolving Loan Commitment of any Lender on and after the Revolving Loan
Commitment Termination Date that (a) in connection with any modification of the Loan Documents
effected subsequent to the establishment of the Delayed Start Revolving Loan Commitments but prior
to the Revolving Loan Commitment Termination Date, approval thereof shall have been solicited
(solely for purposes of this subsection 2.9F(ii)) from the Lenders having Delayed Start Revolving
Loan Commitments and (b) either (x) such Lender shall have approved such modification or (y) such
modification shall have been approved by sufficient Lenders (including for this purpose Lenders
having Delayed Start Revolving Loan Commitments and excluding Lenders having Revolving Loan
Commitments) as would have been required for effectiveness if such modification had been entered
into on the Revolving Loan Commitment Termination Date. No Lender having both a Revolving Loan
Commitment and a Delayed Start Revolving Loan Commitment may approve a modification with respect to
one but not the other of such Commitments.



                    (iii) The terms and provisions of the Delayed Start Revolving Credit Commitments shall be,
except as otherwise set forth herein or in the related Joinder Agreement, identical to the
Revolving Loan Commitments and the Revolving Loans. The Joinder Agreements for the Delayed Start
Revolving Loan Commitments shall specify the date of scheduled termination of such Commitments, the
Applicable Margin applicable thereto, the applicable rate for commitment fees with respect thereto,
the applicable fees payable to the Lenders thereunder and any other terms and conditions thereof
which are different from those applicable to the Revolving Loan Commitments and the Revolving Loans
(and which do not affect the rights and obligations of any other Class of Loans hereunder);
provided that all such terms and conditions shall be identical for all Delayed Start Revolving Loan
Commitments. Each such Joinder Agreement may, without the consent of any other Lenders, effect
such amendments to this Agreement and to the other Loan Documents as may be necessary or
appropriate, in the opinion of the Syndication Agent and the Administrative Agent, to effect the
provisions of this Section 2.9F.”



               (d) Amendments to Section 7.1 of the Credit Agreement (Indebtedness). Section 7.1 of
the Credit Agreement is hereby amended by adding the









 



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following new subsections 7.1(xix) and 7.1(xx) immediately following subsection 7.1(xviii):




     “(xix) The Company may from time to time issue senior unsecured notes or senior notes
secured by a second priority Lien on the Collateral, and the Guarantors may issue unsecured
guarantees thereof or guarantees thereof secured by a second priority Lien on the
Collateral; provided that (i) the aggregate principal amount of notes issued
pursuant to this subsection 7.1(xix) does not exceed $500,000,000 at any time outstanding,
(ii) the maturity date of and the date any scheduled installment of principal is due on
such notes issued pursuant to this subsection 7.1(xix), shall not be prior to the latest
Maturity Date of any Loan at the time of issuance of such notes and (iii) after giving pro
forma effect to any such issuance, the Consolidated Leverage Ratio is not greater than
3.0:1.0. The Collateral Agent is hereby authorized and directed to enter into an
intercreditor agreement in customary form, under then current market conditions and
reasonably satisfactory to it and amendments to the Collateral Documents as may be
reasonably requested by the Company in order to facilitate such an issuance of second
priority secured notes, which execution and delivery shall be conditioned upon receipt of
the Collateral Agent of such certifications, opinions of counsel and other confirmations as
the Collateral Agent may reasonably request; and




     (xx) the Company may issue from time to time, and the Guarantors may guarantee, senior
secured notes (“Permitted Bonds”) that rank pari passu with the Loans (“Permitted Bond
Issuance”); provided that: (i) the Net Proceeds are applied pursuant to subsection
2.4B(iii)(d) hereof and (ii) the aggregate principal amount of Permitted Bonds issued
pursuant to all such Permitted Bond Issuances does not exceed $1,000,000,000 at any time
outstanding. The Collateral Agent is hereby authorized and directed to execute and deliver
such amendments to the Collateral Documents as may be reasonably requested by the Company
and necessary or desirable to facilitate a Permitted Bond Issuance, and/or an intercreditor
agreement in customary form, under then current market conditions and reasonably
satisfactory to it, in each case which execution and delivery shall be conditioned upon
receipt by the Collateral Agent of such certifications, opinions of counsel and other
confirmations as the Collateral Agent may reasonably request as to the legal matters set
forth in Section 5 hereof with respect to the Collateral Documents after giving effect to
such amendments thereto and the related Permitted Bond Issuance.”



               (e) Amendments to Section 7.2 of the Credit Agreement (Liens and Related Matters).


(i) Section 7.2C of the Credit Agreement is hereby amended by (x) replacing “or” at the end of
clause (iv) thereof with “,” , (y) inserting “or” at the end of clause (v) thereof and (z) by
adding the following additional clause (vi) at the end thereof:





     “(vi) as set forth in any agreement relating to Indebtedness permitted pursuant to
subsections 7.1(xix) and 7.1(xx) hereof.”









 



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(ii) Section 7.2D of the Credit Agreement is hereby amended by replacing clauses (i) and (j)
thereof with the following:





     “(i) as set forth in any agreement relating to Indebtedness permitted pursuant to
subsections 7.1(xix) and 7.1(xx) hereof, (j) any encumbrances or restrictions imposed by
any amendments, modifications, restatements, renewals, increases, supplements, extensions,
refundings, replacements or refinancings in whole or in part of the contracts, instruments
or obligations referred to in clauses (a) through (i) above (provided, that such
amendments, modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are, in the good faith judgment of the Company’s management,
no more restrictive with respect to such dividend and other payments restrictions than
those contained in the dividend or other payment restrictions prior to such amendment,
modification, restatement, renewal, increase, supplement, extension, refunding, replacement
or refinancing), or (k) as contained in the Gaming Concession Contract or as otherwise
required by any Legal Requirement of Macau SAR or the Macau Gaming Authority.”



               (f) Amendments to Section 7.3 of the Credit Agreement (Investments; Joint Ventures;
Formation of Subsidiaries). Subsection 7.3(viii) of the Credit Agreement is hereby amended by
(x) replacing “and” at the end of clause (a) thereof with “,” , (y) inserting “and” at the end of
clause (b) thereof and (z) by adding the following additional clause (c) at the end thereof:




     “(c) the proceeds, if any, from the Company’s issuance of any senior unsecured notes or senior
notes secured by a second priority Lien on the Collateral in accordance with subsection 7.1(xix)
hereof.”



               (g) Amendments to Section 7.6 of the Credit Agreement (Financial Covenants).




     The table in Section 7.6B is hereby amended to read in its entirety as follows:



	 	 	 	 	 
	 	 	Maximum Consolidated Leverage
	     Fiscal Quarter Ending	 	Ratio
	June 30, 2009
	 	 	4.00:1.0	 
	September 30, 2009
	 	 	4.50:1.0	 
	December 31, 2009
	 	 	4.50:1.0	 
	March 31, 2010
	 	 	4.00:1.0	 
	June 30, 2010
	 	 	4.00:1.0	 
	September 30, 2010
	 	 	3.50:1.0	 
	December 31, 2010
	 	 	3.50:1.0	 
	March 31, 2011 and thereafter
	 	 	3.00:1.0	 












 



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               (h) Amendments to Section 7.10 of the Credit Agreement (Transactions with Shareholders
and Affiliates). Section 7.10 of the Credit Agreement is hereby amended by (x) deleting “and”
at the end of subsection (xx) thereof, (y) replacing “.” at the end of end of subsection (xxi)
thereof with “;”and (z) by adding the following new subsections 7.10(xxii) and 7.10(xxiii)
immediately following subsection 7.10(xxi):




     “(xxii) agreements and other arrangements entered into in connection with a Permitted
Equity Sale in order to facilitate such Permitted Equity Sale that are either (i) required
by the listing rules and procedures of the applicable exchange on which any equity
securities are listed in connection with such Permitted Equity Sale or (ii) on terms which
are not less favorable than arm’s length terms; and




     (xxiii) the contemplated transfer (the “AH Transfer”) by the Company of all or
substantially all of the “apart hotel” tower component of the Four Seasons Macau Resort
Project to a wholly-owned Excluded Subsidiary in exchange for such Excluded Subsidiary
granting to the Company (or being obligated to grant to third parties selected by the
Company) the “right of use” for each apartment in such tower, provided that
(a) notwithstanding any provision to the contrary in the Collateral Documents, such tower
will remain as Collateral until shares in such Excluded Subsidiary, and a “right of use”
with respect to one or more apartments, have been sold to a third party on arms-length
terms (the first such sale, the “First Sale”); (b) simultaneously with the AH Transfer, all
of the direct equity interests in such Excluded Subsidiary shall be pledged to the
Collateral Agent, on behalf of the Secured Parties, as security for the Obligations
pursuant to pledge documents that (1) provide for the release of such pledge on equity
interests that are sold to third parties on arms-length terms and (2) are in all other
respects reasonably satisfactory to the Administrative Agent; (c) the AH Transfer must
comply with all of the requirements set forth in subsection (viii) of Section 7.7 above,
with the reference in clause (e) of said subsection to “proceeds” being deemed to be a
reference to all of the proceeds from the sales of equity interests in such Excluded
Subsidiary and “rights of use” for such apartments; (d) the organizational documents of
such Excluded Subsidiary shall be reasonably satisfactory to the Administrative Agent and
(e) no later than the closing date of the First Sale, the third-party manager of such tower
(if any) shall have entered into a “subordination and non-disturbance agreement” with the
Collateral Agent on terms reasonably satisfactory to the Collateral Agent.”



          2. Conditions to Effectiveness.




          The effectiveness of the amendments contained in Section 1 hereof is conditioned upon
satisfaction of all of the following conditions precedent (the date on which all such conditions
have been satisfied being referred to herein as the “Second Amendment Effective Date”):




               (a) Administrative Agent shall have received (i) a counterpart signature page of this
Amendment duly executed by each Loan Party and (ii) consent









 



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and authorization from the Requisite Lenders to execute this Amendment on their behalf;



               (b) each of the representations and warranties in Section 3 below shall be true and correct
in all material respects on and as of the Second Amendment Effective Date;



               (c) each of the Syndication Agent and the Administrative Agent shall have received payment in
immediately available funds of all fees and other amounts due and payable on or prior to the
Second Amendment Effective Date, including, without limitation, (i) in the case of the
Administrative Agent only, for the account of each consenting Lender that has evidenced its
agreement hereto by 4:00 p.m. (New York City time) on or before August 12, 2009, a non-refundable
consent fee in an amount equal to 0.50% of the aggregate principal amount (without duplication) of
such Lender’s Commitments and Loans outstanding as of the date hereof and (ii) in the case of each
of the Syndication Agent and the Administrative Agent, reimbursement or other payment of all
reasonable and documented out-of-pocket expenses incurred by each of the Syndication Agent and the
Administrative Agent, respectively (including, without limitation, reasonable and documented legal
fees), required to be reimbursed or paid by the Borrower, any Loan Party or the Parent under the
Credit Agreement (including, without limitation, in connection with this Amendment and the
documents and transactions related hereto) or any engagement letter entered into by the Borrower
and/or the Parent and the Syndication Agent and for which invoices have been previously presented
on or before the Second Amendment Effective Date; and



               (d) Administrative Agent shall have received such other documents, instruments, certificates
and approvals as it may reasonably request.



     Administrative Agent will notify the Borrower reasonably promptly upon the occurrence of the
Second Amendment Effective Date.



          3. Representations and Warranties. In order to induce Lenders to enter into this
Amendment and to amend the Credit Agreement in the manner provided herein each Loan Party which is
a party hereto represents and warrants to each Lender that each of the following statements is true
and correct in all material respects:




               (a) Corporate Power and Authority. Such Loan Party has all requisite corporate,
limited liability company or other organizational power and authority to execute and deliver this
Amendment and to perform its obligations hereunder and under the Credit Agreement (as amended
hereby). The execution, delivery and performance by such Loan Party of this Amendment, and the
performance by such Loan Party of the Credit Agreement (as amended hereby) and each other Loan
Document to which it is a party, have been duly authorized by all necessary corporate, limited
liability company or other organizational action of such Person, and no other corporate, limited
liability company or other organizational proceedings on the part of each such Person are necessary
to consummate such transactions.









 



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               (b) Enforceability; Binding Obligations. This Amendment has been duly executed and
delivered by such Loan Party. Each of this Amendment and, after giving effect to this Amendment,
the Credit Agreement and the other Loan Documents, (i) is the legal, valid and binding obligation
of each Loan Party hereto and thereto, enforceable against such Loan Party in accordance with its
terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors’ rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity or at law) and (ii) is in full
force and effect. Neither the execution, delivery or performance of this Amendment or the
performance of the Credit Agreement (as amended hereby), nor the performance of the transactions
contemplated hereby or thereby, will adversely affect the validity, perfection or priority of
Collateral Agent’s Liens on any of the Collateral or its ability to realize thereon, except as
contemplated by subsections 7.1 (xix) and (xx) of the Credit Agreement as amended by this
Amendment.



               (c) Incorporation of Representations and Warranties from Credit Agreement. After
giving effect to this Amendment, the representations and warranties contained in the Credit
Agreement and the other Loan Documents (other than any such representations and warranties that, by
their terms, are specifically made as of an earlier date, in which case they were true and correct
in all material respects on and as of such earlier date) are and will be true and correct in all
material respects on and as of the Second Amendment Effective Date to the same extent as though
made on and as of that date.



               (d) No Conflicts. Neither the execution and delivery by such Loan Party of this
Amendment, nor the consummation of the transactions contemplated hereby, nor the performance of and
compliance with the terms and provisions hereof or of the Credit Agreement (as amended hereby) by
such Loan Party do and will, at the time of such performance, (i) violate any provision of (a) any
Legal Requirement applicable to such Loan Party, (b) the Organizational Documents of such Loan
Party or (c) any order, judgment or decree of any Governmental Instrumentality binding on such Loan
Party, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or
both) a default under any Contractual Obligation of such Loan Party, (iii) result in or require the
creation or imposition of any Lien upon any of the properties or assets of such Loan Party (other
than any Liens created under any of the Loan Documents in favor of the Collateral Agent on behalf
of the Lenders) or (iv) require any approval of any Person under any Contractual Obligation of such
Loan Party except for such approvals or consents which will be obtained on or before the Second
Amendment Effective Date, or are not yet required to be obtained pursuant to such Contractual
Obligation and which such Loan Party has no reason to believe cannot be obtained when required, and
disclosed in writing to Lenders, and except for such violations, conflicts, approvals and consents
the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect.
No consent or authorization of, filing with, notice to or other act by or in respect of, any
Governmental Instrumentality or any other Person is required in connection with the transactions
contemplated hereby, other than the post-effective notice to the Gaming Inspection and Coordination
Bureau required under the Gaming Sub-Concession Contract.









 



13


               (e) No Default. After giving effect to this Amendment, no event has occurred and is
continuing or will result from the consummation of the transactions contemplated by this Amendment
that would constitute an Event of Default or a Potential Event of Default.



          4. Acknowledgment and Consent.




               (a) Each Loan Party hereby acknowledges that it has reviewed the terms and provisions of the
Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected
pursuant to this Amendment. Each Loan Party hereby confirms that each Loan Document to which it
is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or
secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents
the payment and performance of all “Obligations” (as defined in the applicable Loan Document)
under each of the Loan Documents to which it is a party.



               (b) Each Loan Party acknowledges and agrees that all Loan Documents to which it is a party or
otherwise bound shall continue in full force and effect and that all of its obligations thereunder
shall be valid and enforceable and shall not be impaired or limited by the execution or
effectiveness of this Amendment.



               (c) Each Loan Party acknowledges and agrees that (i) notwithstanding the conditions to
effectiveness set forth in this Amendment, such Loan Party is not required by the terms of the
Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement
effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or
any other Loan Document shall be deemed to require the consent of such Loan Party to any future
amendments to the Credit Agreement.



          5. Immunity and Indemnification of Agents. For the avoidance of doubt, the general
immunity and indemnification provisions of Sections 9.2 and 9.4 of the Credit Agreement shall apply
to all matters described in this Amendment with respect to any Agent.




          6. Reference to and Effect on Credit Agreement and other Loan Documents.




               (a) On or after the Second Amendment Effective Date, each reference in the Credit Agreement
to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to “the Credit Agreement,” “thereunder,”
“thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference
to the Credit Agreement as amended by this Amendment.



               (b) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan
Documents are and shall continue to be in full force and effect and are hereby in all respects
ratified and confirmed.









 



14


               (c) The execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided in this Amendment, constitute a waiver of any provision of, or operate as a
waiver of any right, power or remedy of any Secured Party under any of the Loan Documents.



          7. Counterparts. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of any signature page to this Amendment by
facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.
Signature pages may be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same document.




          8. Severability. Any provision of this Amendment that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.




          9. Governing Law. This Amendment and the rights and obligations of the parties
hereunder shall be governed by, and construed and enforced in accordance with, the internal laws of
the State of New York, without regard to conflicts of laws principles thereof that would require
the application of laws other than those of the State of New York.




(signature pages follow)










 



 


          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective officers thereunto duly authorized, as of the date first written
above.




	 	 	 	 	 
	 	BORROWER:



VML US FINANCE LLC

 	 
	 	By:  	/s/ Kenneth J. Kay
 	 
	 	 	Name:  	Kenneth J. Kay 	 
	 	 	Title:  	Senior Vice President and

Chief Financial Officer 	 
	 










 



 

	 	 	 	 	 
	 	COMPANY:



VENETIAN MACAU LIMITED

 	 
	 	By:  	/s/ Luis Nuno Mesquita de Melo
 	 
	 	 	Name:  	Luis Nuno Mesquita de Melo 	 
	 	 	Title:  	Director 	 
	 











 



 

	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA,
  as
Administrative Agent

 	 
	 	By:  	/s/ Annabella Guo
 	 
	 	 	Name:  	Annabella Guo 	 
	 	 	Title:  	Director 	 










 



 

	 	 	 	 	 



	 	 	 	 	 
	 	GOLDMAN SACHS CREDIT PARTNERS L.P.,
  as
Syndication Agent

 	 
	 	By:  	/s/ Douglas Tansey
 	 
	 	 	Title:    Authorized Signatory