EX-4.37



 Exhibit 4.37 
 Execution version 
 CONTRACT OF LEASE 

This Contract of Lease (the “Lease”) is made and entered into this 25th day of October 2012, in Sydney, Australia, by and between:

  

	(1)	 BELLE CORPORATION, a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with office
address at 5th Floor, 2 E-com Center, Mall of Asia
Complex, J.W. Diokno Boulevard, Pasay City (the “Lessor”); 


  

	(2)	MCE LEISURE (PHILIPPINES) CORPORATION a domestic corporation duly organized and existing under and by virtue of the laws of the Philippines, with office address
c/o 21st Floor Philamlife Tower, Paseo de Roxas, Makati, Metro Manila, Philippines (the “Lessee”); 

 (Each a “Party”, and together, the “Parties”). 

RECITALS 
  

	(A)	The Lessor is the absolute legal owner of seven (7) parcels of land with a total area of approximately 42,138 square meters located at Aseana Boulevard, Macapagal
Avenue, Parañaque City, Philippines covered by Transfer Certificate of Title Nos. 010-2010000878, 010-2010000879, 010-2010000880, 010-2010000881, 010-2010000882, 010-2010000883 and 136452 of the Registry of Deeds of Parañaque City
attached hereto as Annexes “A-1”, “A-2”, “A-3” “A-4”, “A-5”, “A-6” and “B-4” (“BBCC Land”).


  

	(B)	On 6 December 2011, the Lessor and the Light Rail Transit Authority (“LRTA”) executed a Deed of Absolute Sale whereby the Lessor sold to the LRTA
a portion of the BBCC Land or an area comprising 348 square meters out of the total land area of 1,209 square meters covered by Transfer Certificate of Title No. 010-2010000882 and a portion of the BBCC Land or an area comprising 867 square
meters out of the total land area of 1,209 square meters covered by Transfer Certificate of Title No. 010-2010000883 (“LRTA Land”) (the BBCC Land as reduced by the LRTA Land shall be referred to as the “Owned
Land”). 

  

	(C)	The Lessor leases from the Social Security System (“SSS”) three (3) parcels of land with a total area of approximately 20,218 square meters also
located at Aseana Boulevard, Macapagal Avenue, Parañaque City, Philippines (the “SSS Land”) covered by Transfer Certificate of Title Nos. 166290, 166291 and 166292 of the Registry of Deeds of Parañaque City attached
hereto as Annexes “B-1”, “B-2”, and “B-3” registered in the name of SSS. Pursuant to the SSS Lease Contract, the Lessor has obtained all necessary approval and/or consent from SSS to lease the SSS
Land to the Lessee and the Lessee has the full right and authority to further sub-lease the SSS Land to the Lessee or its designated Affiliate without any restriction. 


 

	(D)	The Lessor has constructed on the Land the Phase 1 Building and will construct the Phase 2 Building including future buildings and structures that may be constructed on
the Land by the Lessor intended for use in the Project pursuant to the Casino License. 

  

	(E)	Copies of the locational plan and technical description of the Land, as certified by the Land Registration Authority, showing the location and boundaries of the Land,
is attached hereto as Annex “C.” A map depicting the layout of Land and the Building Structures is attached as Annex “C-1”. The Building Structures have a total gross area of approximately 271,441.04 square meters.



  
  

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 Execution version 

 

	(F)	On Closing, the Lessee will enter into an agreement with the holders of the Casino License (which includes the Lessor and Lessee) to operate and manage the Project (the
“Operating Agreement”). 

  

	(G)	The Lessee wishes to lease the Land and Building Structures from the Lessor. 


 

	(H)	The Lessor agrees to lease the Land and Building Structures to the Lessee and to permit the Lessee and any of its Affiliates or nominees to use the Land and Building
Structures for the purposes of, among other things, operating and maintaining the Project, in each case on the terms of this Lease. 

 NOW, THEREFORE, the Parties agree and bind themselves as follows: 

SECTION 1. DEFINITIONS AND OTHER MATTERS 
  

	1.01	Defined Terms 

 Capitalized terms not
otherwise defined in this Lease shall have the same meaning ascribed to such terms in the cooperation agreement between SM Investments Corporation, the Lessor, the Lessee and others dated the date of this Lease (“Cooperation
Agreement”). 
  

	1.02	Annexes 

 The following Schedule and
Annexes form integral parts of this Lease: 
  

			
	Schedule	  	Construction
		
	Annex A-1	  	Transfer Certificate of Title No. 010-2010000878
	Annex A-2	  	Transfer Certificate of Title No. 010-2010000879
	Annex A-3	  	Transfer Certificate of Title No. 010-2010000880
	Annex A-4	  	Transfer Certificate of Title No. 010-2010000881
	Annex A-5	  	Transfer Certificate of Title No. 010-2010000882
	Annex A-6	  	Transfer Certificate of Title No. 010-2010000883
		
	Annex B-1	  	Transfer Certificate of Title No. 166290
	Annex B-2	  	Transfer Certificate of Title No. 166291
	Annex B-3	  	Transfer Certificate of Title No. 166292
	Annex B-4	  	Transfer Certificate of Title No. 136452
	Annex C	  	Locational Plan and Technical Description
	Annex C-1	  	Layout/Plan of the Land and Building Structures
	Annex D	  	Rental Payment Schedule


  
  

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 Execution version 

 
 SECTION 2. EFFECTIVENESS 

 

	2.01	Effectiveness 

 Despite anything to the
contrary in this Lease, the Lessor and Lessee shall have no rights or obligations under this Lease until, and subject to, Closing. 
  

	2.02	Termination 

 The Lessor and Lessee agree
that if the Closing Arrangement Agreement is terminated on or before Closing, this Lease shall automatically terminate without any further action by the Lessor or Lessee. 
 SECTION 3. LEASED PREMISES AND LEASE PERIOD 
  

	3.01	The Leased Premises 

  

	(a)	The Lessor agrees to lease to the Lessee, and the Lessee agrees to lease from the Lessor, on the terms of this Lease: 


 

	 	(i)	the land as described in the attached Annexes “A-1” to A-6”, “B-1” to “B-4” and “C”, and
as more particularly described in items (b) and (c) below (the “Leased Land”); and 

  

	 	(ii)	the Building Structures, as more particularly described in items (d), (e) and (f) below (the “Leased Buildings”), 


hereinafter, the Leased Land and Leased Buildings shall be referred to as the “Leased Premises”. 

 

	(b)	Phase 1 of the Leased Land 

  

			
	 Transfer Certificate of Title No./Lot No.
	  	 Area (sq.m.)

	 TCT No. 010-2010000878 / Lot 1
	  	12,182
	 TCT No. 010-2010000879 / Lot 2
	  	10,863
	 TCT No. 010-2010000880 / Lot 3
	  	9,873
	 TCT No. 010-2010000881 / Lot 4
	  	1,100
	 TCT No. 010-2010000882 / Lot 5
	  	861
	 TCT No. 010-2010000883 / Lot 6
	  	423


  
  

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	(c)	Phase 2 of the Leased Land 

  

			
	 Transfer Certificate of Title No./Lot No.
	  	 Area (sq.m.)

	TCT No. 166290 / Lot 2-A-1	  	6,964
	TCT No. 166291 / Lot 2-A-2	  	5,804
	TCT No. 166292 / Lot 2-A-5	  	7,450
	TCT No. 136452 / Lot 2-A-6	  	5,621

  

	(d)	Phase 1 Building Non-Gaming Component: being that part of the Phase 1 Building comprised of the following non-gaming components and floor area and shaded in
green on Annex C-1: 

  

			
	 Component
	  	 Phase 1 Building Area

	Non-Gaming component	  	152,361.91

  

	(e)	Phase 1 Building Gaming Component: being that part of the Phase 1 Building, other than the Phase 1 Building Non-Gaming Component specified in
Section 3.01(d): 

  

			
	 Component
	  	 Phase 1 Building Area

	Gaming component	  	20,118.92

  

	(f)	Phase 2 Building: the Phase 2 Building to be constructed on the Leased Land. 


 

	(g)	Prior to the registration of this Lease in the Transfer Certificates of Title, the Lessee shall designate, in consultation with PEZA, the apportionment of the Leased
Premises between areas used by the Lessee for activities registered with PEZA and activities not registered with PEZA and shall notify the Lessor of that designation, and that notification shall be deemed on and from the date of such notification to
be attached to this Lease as Annex E. 

  

	3.02	Agreement for lease of Phase 2 Building 


The Lessor grants a lease of the Phase 2 Building to the Lessee as follows: 

 

	(a)	in the case of that part of the Phase 2 Building shaded in blue in Annex C-1 (“Phase 2 Section 1”), on the First Handover Date;


  

	(b)	in the case of that part of the Phase 2 Building which shaded in yellow in Annex C-1 (“Phase 2 Section 2”), on the Second Handover Date;



  
  

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	(c)	in the case of that part of the Phase 2 Building which is shaded in red in Annex C-1 (“Phase 2 Section 3”), on the Third Handover Date; and


  

	(d)	in the case of that part of the Phase 2 Building which is shaded in grey in Annex C-1 (“Phase 2 Section 4”), on the Fourth Handover Date,


 and the Lessee accepts that grant of lease. 
  

	3.03	Lease Period 

 The lease period shall
commence: 
  

	(a)	with respect to the Leased Land and the Phase 1 Building, from Closing; 

  

	(b)	with respect to Phase 2 Section 1, from the First Handover Date; 

  

	(c)	with respect to Phase 2 Section 2, from the Second Handover Date; 

  

	(d)	with respect to Phase 2 Section 3, from the Third Handover Date; and 

  


	(e)	with respect to Phase 2, Section 4, from the Fourth Handover Date, 

 and shall continue in force and effect for the duration of the Operating Agreement (such period commencing on Closing and ending on the date specified in this Section being “Lease
Period”), unless sooner terminated as provided herein. 
  

	3.04	Handover Dates 

  

	(a)	The First Handover Date shall be the date on which the Construction Milestone specified in column 2, row 8 of the table in Schedule 3 of the Cooperation Agreement is
achieved or deemed to have been achieved in accordance with the Cooperation Agreement. 

  

	(b)	The Second Handover Date shall be the date on which the Construction Milestone specified in column 2, row 9 of the table in Schedule 3 of the Cooperation Agreement is
achieved or deemed to have been achieved in accordance with the Cooperation Agreement. 

  

	(c)	The Third Handover Date shall be the date on which the Construction Milestone specified in column 2, row 10 of the table in Schedule 3 of the Cooperation Agreement is
achieved or deemed to have been achieved in accordance with the Cooperation Agreement. 

  

	(d)	The Fourth Handover Date shall be the date on which the Construction Milestone specified in column 2, row 11 of the table in Schedule 3 of the Cooperation Agreement is
achieved or deemed to have been achieved in accordance with the Cooperation Agreement. 

  

	(e)	The Lessor shall secure, on or before the date 20 Business Days after the date of the issuance of the occupancy permit for the Phase 2 Building, the real property tax
declaration issued by the applicable Government Authority over the Phase 2 Building and provide the Lessee with a certified true copy thereof. 

  

	(f)	Nothing in this Section 3 in any way limits, reduces or affects any of rights the MCE Parties under any Transaction Document (including in respect of any
defects in the Land or Building Structures). 


  
  

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 Execution version 

 
 SECTION 4. EXTENT AND USE OF THE LEASED PREMISES

  

	4.01	Use 

 The Leased Premises shall be used by
the Lessee and any of its Affiliates exclusively as a hotel, casino, and resort complex, with retail, entertainment, convention, exhibition, food and beverage services as well as other activities ancillary, related to, or incidental to, the
operation of any of the preceding. 
  

	4.02	Conduct of Business 

  

	(a)	Unless otherwise specified in this Lease or the other Transaction Documents, all Government Approvals which are necessary or appropriate for the conduct of business by
the Lessee in the Leased Premises shall be obtained and maintained by the Lessee for the duration of the Lease Period, and all costs and expenses to be incurred in connection with those Government Approvals shall be for the account of the Lessee.


  

	(b)	The Lessor shall reasonably assist the Lessee in securing the necessary Government Approvals in connection with the lease of the Leased Premises.


 SECTION 5. RENT AND OTHER PAYMENTS 

 

	5.01	Rent Payments 

  

	(a)	The Lessee shall pay monthly rent for the Leased Premises in accordance with the amounts specified in Annex “D” as follows: 


 

	 	(i)	with respect to the Leased Land, on and from Closing; 

  

	 	(ii)	with respect to the Phase 1 Building, on and from Closing; 

  

	 	(iii)	with respect to Phase 2 Section 1, from the First Handover Date; 

  

	 	(iv)	with respect to Phase 2 Section 2, from the Second Handover Date; 

  

	 	(v)	with respect to Phase 2 Section 3, from the Third Handover Date; and 

  


	 	(vi)	with respect to Phase 2, Section 4, from the Fourth Handover Date. 

  

	(b)	In the case of the Land and Phase 1 Building, on 31 December 2021 and in the case of the Phase 2 Building, on 31 December 2022, the then rent on relevant part
of the Leased Premises shall be re-rated and adjusted to the then market rates for similar properties in the area the Project is located based on the expert advice from a third party professional valuer which shall be agreed upon between the Lessee
and the Lessor from among Jones Lang LaSalle, Leechiu Philippines, CB Richard Ellis Philippines, and Colliers Jardine Philippines. 

  

	(c)	Subsequent years’ rent, after the re-rating and starting from the day following the date specified in Section 5.01(b) for the relevant part of the
Leased Premises, will be increased on a yearly basis by the then annual inflation rate as determined by the Philippine National Economic Development Authority or similar agency. 


 

	(d)	Despite any other provision of this Lease, the amount of the Deductible and the Management Allowance (as those terms are defined in the Operating Agreement) must not
exceed the rent on the Leased Premises. 

  

	(e)	Nothing in this Section 5.01 in any way limits, reduces or affects the rights the MCE Parties under any Transaction Documents (including in respect of any
defects in the Land and Building Structures 


  
  

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	(f)	The Lessor and Lessee agree that, despite Section 5.01(a), the Lessee may, on notice to the Lessor, such notice to be given no earlier than the date ten
(10) Business Days and no later than the date twenty (20) Business Days after the anniversary of the date of entry into this Lease, vary the amount of rent payable in respect of the Phase 1 Building Gaming Component and the Phase 1
Building Non-Gaming Component, provided that the total amount of rent payable in respect of both components is equal to the amount specified in Annex “D” for the Phase 1 Building for the relevant period. 


 

	(g)	The Lessor and Lessee agree that, the Lessee may, from time to time, and after consultation with PEZA, notify the Lessor of those parts of the Leased Premises that will
be devoted to PEZA registered activities and those parts which will be devoted to non-PEZA registered activities. 

  

	5.02	Security Deposit 

  

	(a)	The Lessee shall pay to the Lessor on Closing the amount of ₱177,625,217, exclusive of VAT (the “Security Deposit”) to serve as security deposit
to be held and applied by the Lessor to answer for any and all damages to the Leased Premises due to the fault of the Lessee, and as security for the return of the Leased Premises in the condition contemplated by this Lease, and for the
Lessee’s observance of, and compliance with the terms of this Lease. The Security Deposit shall not be used to offset the rent or other payments due to the Lessor under this Lease. 


 

	(b)	The Security Deposit shall be deposited into an interest bearing account in the name of the Lessor. 


 

	(c)	The balance of the Security Deposit after deducting (i) the amount of any damage to the Leased Premises due to the fault of the Lessee, (ii) all other amounts
that may be payable by the Lessee to the Lessor (except rent) under this Lease and (iii) any amounts owed by the Lessee to any utility company and which remain unpaid as at the date twenty (20) Business Days after the expiration of the
Lease Period, unless the same is subject to forfeiture under this Lease, shall be refundable to the Lessee within thirty (30) days from the expiration of the Lease Period and only after the Lessee shall have vacated the Leased Premises.


  

	(d)	The Lessee shall at all times maintain the Security Deposit for the Leased Premises in an amount equal to 2 months rent at the amount specified in
Section 5.02(a). 

  

	(e)	The Security Deposit shall be forfeited in favor of the Lessor if the Lessor terminates this Lease because of the default of the Lessee. 


 

	(f)	The Security Deposit, together with interest thereon, must be returned less any deductions expressly permitted under this Lease to the Lessee if the Lease comes to an
end for any reason other than the reason in Section 5.02(e). Interest will accrue on the Security Deposit on daily basis at a rate equal to then prevailing average twelve (12) month time deposit rate for the three largest banks in
the Philippines at that time. 

  

	5.03	Taxes 

  

	(a)	The Lessor shall be responsible for the payment of real property taxes on the Leased Premises and shall provide the Lessee with proof of payment of the real property
taxes due on the Leased Premises, within five (5) days from the date the real property taxes fall due or the date of actual payment of such real property taxes, whichever is earlier. 


 

	(b)	The Lessor shall, as soon as practicable, provide the Lessee with certified copies of the Registration Agreement between the Lessor and PEZA and the Certificates of
Registration and Exemption issued by PEZA to the Lessor as a Tourism Ecozone Developer/Operator indicating the Lessor’s entitlement to a special five percent tax on gross income earned and exemption of payments under this Lease from withholding
income tax and VAT on rentals pertaining to [the part of the Leased Premises used for the activities of the Lessee registered with PEZA. 

  

	(c)	Documentary Stamp tax and other taxes accruing by reason of execution of this Lease shall be for the account of the Lessee. 


  
  

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 Execution version 

 

	5.04	Manner of Payment 

  

	(a)	The Lessee shall pay the monthly rent and the VAT (except with respect to rent corresponding to the Leased Premises used for PEZA-registered activities of the Lessee in
advance, within the first five (5) business days of each and every month, without need of notice or demand, to the Lessor or its duly authorized representative at the Lessor’s offices located at the address stated herein or at such other
place as the Lessor may nominate, by notice in writing given to the Lessee at least one (1) month in advance of the next rent that will be due. 

  

	(b)	 Payment of rent shall be made net of the required withholding tax on rent as may be applicable at the rate required by Applicable Laws and regulations.
The Lessee shall remit the taxes withheld directly to the BIR. The Lessee shall provide the Lessor with a certificate of creditable tax withheld within three (3) business days from such remittance or on the thirteenth (13th) day of the month following the billing period, whichever is
earlier. 


  

	(c)	Payment of rent shall be made in the form of telegraphic transfer, cash or in check made payable in the name of “Belle Corporation”. The receipt of a check in
payment of the rent shall not produce the effect of payment until the amount thereof is actually received by the Lessor. 

  

	(d)	The Lessor, subject to consultation and agreement with Lessee, shall have the right at any time during the Lease Period to designate a different manner of payment of
the rent and all payments due under this Lease. 

  

	5.05	Association Dues 

 The Lessee shall pay
for association dues imposed by the Aseana Business Park on the Leased Premises during the Lease Period. 
  

	5.06	No Liability for CUSA Charges; Maintenance of Leased Buildings by Lessee 


 

	(a)	The Lessor shall not charge the Lessee any common usage and service area (“CUSA”) charges in connection with this Lease. 


 

	(b)	The Lessee shall be responsible for the maintenance and repair of the Leased Buildings arising from the normal usage of the Leased Buildings in the course of the Lessee
conducting the Lessee’s business throughout the duration of the Lease Period, provided that the Lessee shall have the benefit of the product repair and maintenance and/or other warranties under the relevant contracts between the Lessor with
third parties. 

  

	(c)	As a condition to assuming the maintenance and repair of the Leased Buildings as set forth in Section 5.06, the Lessee shall be furnished with the relevant
contracts for its examination and review and the Lessor shall undertake to execute any and all necessary documents or contracts necessary to effect the Lessee’s right to the benefit of product repair and maintenance and/or other warranties
between the Lessor and third parties. 

  

	(d)	The Lessor shall be responsible for the structural defects, faults and/or omissions relating to the structural design and workmanship and/or the structural integrity of
the Leased Buildings and MEPF (mechanical, electrical, plumbing and fire) facilities (including any reinstatement and consequential financial loss caused to the Lessee arising out of any such defects, faults or omissions). 


  
  

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	(e)	If any services provided by the Lessor or enjoyed by the Lessee in conjunction with the Leased Premises malfunctions or fails then: 


 

	 	(i)	the Lessor is liable for any resulting Loss suffered or incurred by the Lessee, its officers, employees or agents; and 


 

	 	(ii)	the Lessee is entitled to terminate this Lease and has a right of abatement (subject to Section 6.08, as applicable) or a right to set-off of rent or other
money. 

  

	5.07	Abatement of Rent and Lessee’s Contribution 

 Despite any other Section in this Lease: 
  

	(a)	if the Leased Buildings are damaged or destroyed (including as a result of Force Majeure), and the Leased Premises: 


 

	 	(i)	cannot be used by the Lessee, the Lessee is not liable to pay rent or any other money for the period that the Leased Premises cannot be used; or


  

	 	(ii)	are useable by the Lessee, but the useability is diminished because of the damage or destruction, the Lessee’s liability to pay rent or any other money is reduced
in proportion to the reduction in useability; or 

  

	(b)	if the Casino License is suspended through no fault of the Lessee, the Lessee is not liable to pay rent or any other money for the period that the Casino License is
suspended. 

 SECTION 6. PUBLIC UTILITIES AND SERVICES 

 

	6.01	Water and Electricity 

 The Lessee shall
pay for the cost of all water and electrical power consumed or utilized by the Lessee within the Leased Premises after Closing on or before the applicable due dates for payment of such utilities consumed or utilized provided that the consumption of
water and electrical power is separately metered. 
  

	6.02	Pest Control 

 The Lessee shall be
responsible for all fees, costs and charges for pest control services obtained by the Lessee in the Leased Premises when such services may be warranted after Closing. 
  

	6.03	Other Public Utilities 

 The Lessee shall
pay and discharge all deposits and charges for telephone, facsimile, telecommunications and other public services or utilities obtained by the Lessee and consumed by or supplied to the Lessee in the Leased Premises after Closing. 

 

	6.04	Telephone 

 It shall be the Lessee’s
responsibility to arrange with the appropriate telecommunications company for the installation of the Lessee’s telephone requirements. The Lessee shall bear the cost of installing such telephone facilities. The Lessor undertakes to provide any
reasonable assistance to cause such installation. 
  

	6.05	Government Approvals 

 All Government
Approvals (except for Government Approvals to be obtained by the Lessor under Section 4.02(b)) which may be required for the installation and operation of public utilities and facilities as well as other additional fixtures and facilities
when so approved by the Lessor, shall be obtained and maintained by the Lessee at its expense, provided that the Lessor shall provide assistance to the Lessee insecuring such Government Approvals. The Lessee shall also be responsible for the payment
of all charges, costs, expenses, dues, assessments, levies or taxes which may be imposed in connection with the installation, operation, repair or maintenance of such public utilities and facilities and additional fixtures and facilities. The Lessee
shall comply with all the rules, regulations and requirements imposed by the appropriate Government Authority or public utility companies in connection therewith. 

  
  

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 Execution version 

 

	6.06	Elevators 

 The Lessor shall provide a
sufficient number of elevators in the Leased Buildings for the use and automatic operation of the Lessee and its nominees, employees, agents, guests, and clients on a 24 hour basis, seven days a week. 

 

	6.07	No Responsibility 

 The Lessor assumes no
responsibility for the inadequacy, quality or interruption in the utilities or services consumed or supplied in or to the Leased Premises by third party providers, except those supplied or caused by the Lessor or any of its Affiliates under this
Section 6. 
  

	6.08	Abatement of rent in relation to Services 


Without limiting any other Section of the Lease or any other Transaction Document, if any Service is inadequate or not fully operational and the
inadequacy or non-operation has not been rectified within two days after the date the Lessee serves the Lessor with a notice, then the rent and any other money payable under this Lease by the Lessee to the Lessor will abate from the date which is
two (2) Business Days after the date of service of the Lessee’s notice until the Service has been rectified to the satisfaction of the Lessee. For the purposes of this Section, “Service” means any service including any
energy, mechanical, ventilation, electrical, lighting, escalators, lifts, heating and cooling, security and alarm, water, drainage and plumbing or other similar services. 

 

	6.09	Lessor’s Obligations 

 The Lessor
acknowledges that when anything is required to be done in relation to the Leased Premises which is not expressly the responsibility of the Lessee under this Lease, then such thing must be done promptly by, and at the cost of, the Lessor. 

SECTION 7. INTEREST, PENALTY AND 
 APPLICATION OF PAYMENTS 
  

	(a)	The Lessee shall pay the Lessor on any and all amounts due and payable to the Lessor under this Lease which remains unpaid on the date when such payment falls due an
interest at the rate of three (3) percent per month. The penalty interest shall be computed from the day after the date payment falls due until payment of the outstanding account is effected in full. Interest and penalty charges shall be
computed daily and compounded monthly and shall apply to any and all amounts which remain unpaid on the due date thereof, including, but not limited to unpaid rent and other fixed fees and charges. 


 

	(b)	Any amount advanced by the Lessor for and on behalf of the Lessee shall only be made with the Lessee’s prior written consent, such consent not to be unreasonably
withheld. 

  

	(c)	The payment of interest and penalty charges as provided hereunder shall not be a substitute for and shall be in addition to, the payment of the amount otherwise due
hereunder, and shall not prejudice the exercise by the Lessor of any other right or remedy granted to it under this Lease. 

  

	(d)	Any payment received by the Lessor shall be applied against the statement of account or billing with the earliest date. In the event that the payment of interest,
penalty, rent or other charges is covered by one statement of account, then the payment received by the Lessor shall be applied in the payment of obligations stated therein in the following order of priority: (i) first, against the interest and
penalty due, (ii) and finally, against unpaid rent (including VAT, if applicable) and other fixed fees and charges. Should the payment received be insufficient to completely settle any outstanding obligation, whether covered in one statement of
account or billing, or otherwise, then subsequent payment(s) to be received from the Lessee shall be applied in the payment of such unpaid amount. 


  
  

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 Execution version 

 
 SECTION 8. ADDITIONAL COVENANTS 

 

	8.01	Construction 

  

	(a)	The Lessor agrees to comply with the covenants and undertakings, and give the representations and warranties, in the Schedule, Schedule 3 of the
Cooperation Agreement and Schedule 6 of the Closing Arrangement Agreement. 

  

	(b)	The Lessor will be liable for any Loss suffered or incurred by the Lessee in relation to any breach of Section 8.01(a). 


 

	8.02	Lessee’s Additional Covenants 

 The
Lessee agrees that in addition to its other undertakings under this Lease, and unless it has obtained the prior written consent of the Lessor for the performance of an act or deed which is otherwise prohibited under this Lease: 

 

	(a)	Load Limitations. The Lessee shall not bring, install, place or suspend any load, apparatus, equipment, article or thing into, upon or at any floor or
ceiling or any part of the Leased Premises in excess or in violation of the maximum weight and permitted locations of certain equipment, apparatus, article or thing as determined by the Lessor for the floor of the Leased Premises where the Leased
Premises is located. The Lessee shall not permit, suffer or cause any act to be done whereby the maximum allowable voltage capacity of the Leased Premises shall be exceeded. 


 

	(b)	Permit to Enter. Upon two (2) Business Days prior written notice, the Lessee shall permit the Lessor and their authorized representatives at
reasonable times to enter the Leased Premises for the purpose of inspecting the condition of the Leased Premises or determining the Lessee’s compliance with this Lease. Notwithstanding anything contained to the contrary in this Lease, Lessor
agrees that: (i) the Lessee shall have the right to escort the Lessor, its agents, and invitees, while same are in the Leased Premises, (ii) any such entry shall be undertaken in a manner which reasonably minimizes interference with the
conduct of business in, and use and enjoyment of, the Leased Premises by the Lessee or any occupant, and (iii) the Lessor visits shall be during normal business hours, unless required by the Lessee to be other than during such normal business
hours. 

  

	(c)	Surrender of Leased Premises. The Lessee agrees, but without limiting any rights it may have under any Transaction Document, to surrender the Leased
Premises at the expiration of the Lease on as “as is” basis, without any delay whatsoever. Despite the preceding sentence, the Lessee shall have the option but not the obligation to remove alterations, additions, improvements, fit outs,
furniture, articles and effects of any kind on the Leased Premises at the expiration or termination of the lease. 


  
  

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 Execution version 

 

	8.03	Lessor’s Additional Covenants 

  

	(a)	No sale or encumbrance. The Lessor shall not sell, assign, transfer, convey, or except as permitted under the Cooperation Agreement, encumber or create
any Encumbrance over the Leased Premises, or grant any rights in favour of any Person, in each case without the prior written consent of the Lessee. 

  

	(b)	Compliance with SSS Lease Contract. The Lessor shall not do or fail to do any act which will cause a breach of the terms of the SSS Lease Contract,
including the undertaking to complete the construction of the Phase 2 Building within ten (10) years from the commencement of the SSS Lease Contract. 


 

	8.04	Sublease 

  

	(a)	The Lessee may sublease the Leased Premises to any of its Affiliates on such terms as the Lessee determines upon giving prior written notice to the Lessor.


  

	(b)	The Lessee may sublease or licence any portion of the Leased Premises to third persons in connection with the operations of the Project without the prior written
consent of the Lessor. 

 SECTION 9. REPRESENTATIONS AND WARRANTIES 

 

	9.01	Lessor’s Warranties 

 The Lessor
represents, warrants and covenants in favor of the Lessee that at the date of this Lease, Closing, and each day thereafter during the Lease Period: 
  

	(a)	it is the absolute legal owner of the Owned Land and will be, on Closing, the registered owner at the Owned Land, in each case free of all Encumbrances (other than the
Belle Encumbrances) and third party rights, and has full right, title and interest to grant the lease of the Owned Land to the Lessee; 

  

	(b)	it is the absolute and legal owner of the Building Structures free of all Encumbrances (other than the Belle Encumbrances) and third party rights, and has full right,
title and interest to grant the lease of the Building Structures to the Lessee; 

  

	(c)	it has valid and existing leasehold rights over the SSS Land for the period ending 22 August 2035, is not in breach or has not committed or failed to commit an act
which will result in a breach of the SSS Lease Contract and has valid and legal authority and power to lease to the Lessee the SSS Land for the entire duration of the Lease Period; 


 

	(d)	the exercise by the Lessee of its rights under Section 8.04, will not cause, or result in, or give rise to a breach of the SSS Lease Contract;


  

	(e)	the sale of the LRTA Land does not affect the design in relation to the Project or the assumptions on which the Project Plan has been prepared;


  

	(f)	the Land has been zoned for commercial use and the use of the Leased Premises for commercial purposes (including as a casino) is expressly allowed under the applicable
zoning regulations; 

  

	(g)	all real property taxes, assessments or levies due or accruing in connection with the Leased Premises have been paid and updated, and shall be paid for by the Lessor as
and when the same shall fall due; 

  

	(h)	the exclusive, continued and peaceful possession by the Lessee of the Leased Premises during the entire Lease Period; 


  
  

12 








 Execution version 

 

	(i)	it has secured or obtained all the necessary Government Approvals required or necessary to execute, implement, and render effective this Lease;


  

	(j)	the Lessor has provided to the Lessee prior to the date of this Lease true and complete copies of all documents, materials, papers, contracts, agreements, and other
information relevant to lease of the Leased Premises and the SSS Lease Contract; and 

  

	(k)	it will comply with its obligations under the SSS Lease Contract. 

  

	9.02	Mutual Warranties 

 Each of the Lessor and
the Lessee (in this capacity, the “Representing Party”) represents and warrants in favor of the other that: 
  

	(a)	the Representing Party has full power, authority, and legal right to execute, deliver, and perform this Lease and has taken all the necessary corporate action to
authorize the foregoing; 

  

	(b)	this Lease constitutes the legal, valid, and binding obligation of the Representing Party, enforceable in accordance with its terms; 


 

	(c)	the execution, delivery, and performance of this Lease do not and will not violate any provision of, or result in a breach of or constitute a default under any law,
regulation, or judgment, or violate any agreement binding upon the Representing Party or its property; and 

  

	(d)	no representation, warranty, or statement of fact made by the Representing Party in this Lease, and no representation, warranty, or statement of fact made or to be made
by the Representing Party in any certificate or written statement furnished or to be furnished to the other party after date hereof as required in this Lease or in connection with the transactions contemplated hereby, contains or shall contain any
untrue statement of material fact, or omits or shall omit to state material facts necessary in order to make the statements contained herein and therein not misleading. In executing this Lease, the Representing Party is and shall be acting for its
own interest and account, and does not and will not act in representation of any other person. 

 SECTION 10.
INDEMNITIES 
  

	10.01	Liability of Lessor 

 Save for any act or
omission of the Lessor, its officers, agents, partners and employees, or except as provided in this or any other Transaction Document, the Lessor shall not be liable or responsible in any circumstance, whether tortious or otherwise, for any damage
or disturbance suffered (whether directly or indirectly) by the. Lessee (whether personally or in respect of the Leased Premises or any contents therein) or by any of the Lessee’s employees, clients, customers or any other persons whomsoever.
Without limiting the generality of the foregoing of this or any other Transaction Document, the Lessor shall not be liable in respect of any loss, damage or injury sustained by the Lessee or any such other person or any of their properties, caused
by or through any accident, event or in any way owing to: 
  

	(a)	any seepage, overflow or leakage of water from any pipe, drain or automatic sprinkler system or any part within the Leased Premises or the influx of rain water into the
Leased Premises; 

  

	(b)	any activity of rats, pests or vermin in the Leased Premises; 

  

	(c)	any failure or breakage of glass of or in the Leased Premises; 

  

	(d)	a Force Majeure event; 

  

	(e)	any escape of fumes, smoke, fire or other substances from anywhere within the Leased Premises; 


  
  

13 








 Execution version 

 

	(f)	any escape of electric current from electric wiring or cable situated upon or in any way connected with the Leased Premises or any part thereof, or any vibration from
or of any part of the Leased Premises or adjoining or neighboring premises; or 

  

	(g)	any act, neglect or default of the Lessee, its sublesees or other lessees of the Leased Premises or of adjoining neighboring premises, or any of its or their respective
employees, clients, guests or customers. 

  

	10.02	Lessee’s Indemnification 

 Except to
the extent caused or contributed to by the act or omission of the Lessor or any of its Affiliates or any of its or their officers, agents, partners and employees, the Lessee shall indemnify and keep the Lessor fully indemnified against all claims,
actions, demands, actions and proceedings whatsoever made against the Lessor by any person (other than any Affiliate of the Lessor) whomsoever arising as a result of or in connection with any loss, damage or injury (i) caused by the negligence
of the Lessee or the Lessee’s employees or agents; (ii) occasioned by any work or construction done in or about the Leased Premises by or on behalf of the Lessee; (iii) caused by the Lessee’s use, manner of use, occupancy or
possession of the Leased Premises or any condition of the Leased Premises created by the Lessee; (iv) due to a default in the proper performance by the Lessee of the Lessee’s obligations under this Lease, and specifically excluding, except
to the extent occasioned by the act or omission of the Lessor, and/or other Philippine Parties and their officers, agents, partners and employees, or due to a breach of any of the Lessor’s obligations under this Lease or (v) caused by the
Lessee’s exercise of its self-help rights hereunder. The Lessee shall also be responsible for any loss or damage which may be done to the Leased Premises or any part thereof or to common areas or to any part of the Leased Premises, due to the
fault or negligence of the Lessee, its employees, agents, customers, clients or guests. 
  

	10.03	Lessor Indemnification 

 Except to the
extent contributed to by the act or omission of the Lessee, its officers, agents, partners and employees, the Lessor shall indemnify and keep the Lessee fully indemnified against all claims, actions, demands, actions and proceedings whatsoever made
against the Lessee by any person whomsoever arising as a result of or in connection with any loss, damage or injury (i) caused by the negligence of the Lessor or the Lessor’s employees or agents; (ii) occasioned by any work or
construction done in or about the Leased Premises by or on behalf of the Lessor; (iii) due to a default in the performance by the Lessor of the Lessor’s obligations under this Lease. 

SECTION 11. FORCE MAJEURE 
  

	11.01	Occurrence of Force Majeure 

 The Lessee
shall give the Lessor written notice of any damage caused to the Leased Premises by reason of any event or circumstance (whether arising from natural causes, human agency or otherwise) beyond the control of the Lessee, including (but without
prejudice to the generality of the foregoing) acts of God, strikes, riot, civil commotion, acts of terrorism, fire, flood, drought, or war, or any unforeseen cause or event (“Force Majeure”), within five (5) Business Days from
the occurrence thereof. If the Leased Premises are rendered inaccessible or destroyed or substantially damaged by Force Majeure, without any fault or omission of the Lessee, its employees, guests, customers or clients, the damage shall be repaired
at the expense of the Lessor. 
  

	11.02	Termination Due to Force Majeure 

  

	(a)	In the event of a Force Majeure and (i) the damage resulting from the Force Majeure renders the Leased Premises totally unfit for use or occupation for more than
sixty (60) days, or (ii) the repairs required to render the Leased Premises fit for use and occupation are expected to last for more than ninety (90) days, or (iii) Force Majeure prevents the Lessee from conducting its business
or interferes with the operations of the Leased Premises for a period of more than sixty (60 days), then the Lessee shall have the right to terminate this Lease by written notice sent to the Lessor without need of any judicial action within five
(5) Business Days after the lapse of the applicable period. Failure to exercise the right to terminate within the said period shall constitute a waiver thereof. The termination of this Lease shall be without prejudice to the rights and remedies
of either party against the other under any other Transaction Document or in respect of any claim or liability antecedent to such termination. The obligation to pay rent and other charges or amounts due hereunder shall, except as provided in
Section 5.07(a), continue to be in full force until the date of termination as stated in the notice. 


  
  

14 








 Execution version 

 

	(b)	In the event, however, of a Force Majeure and (i) the damage resulting from the Force Majeure renders the Leased Premises unfit for use or occupation for sixty
(60) days or less, or (ii) the repairs required to render the Leased Premises fit for use or occupation are expected to last for ninety (90) days or less, or (iii) the Lessee fails to exercise the option to terminate this Lease
within the five-day period specified in Section 11.02(a), or (iv) Force Majeure prevents the Lessee from conducting its business or interferes with the operations of the Leased Premises for a period of sixty (60) days or less,
all obligations of the Lessee as provided hereunder shall remain in full force and effect, provided however that Section 5.07(a) shall apply and there shall be no obligation to pay any amounts to PLAI under the Operating Agreement during
such period. 

 SECTION 12. TERMINATION AND SUSPENSION 

 

	12.01	Events Giving Rise to Default and Termination by the Lessor 

 The Lessor shall have the right to terminate this Lease upon the occurrence of any of the following events only: 
  

	(a)	the Lessee fails to pay the rent or any other amount due hereunder within sixty (60) days of the rent or any other amount being due, and such amount cannot be
recovered from the Security Deposit (if applicable); or 

  

	(b)	the Lessee fails to substantially observe or perform any of the material covenants of this Lease and has not remedied its breach of the material covenant, to the
reasonable satisfaction of the Lessor, within sixty (60) days (and other responsible period of time having regard to the breach) of receiving notice from the Lessor of the breach. 


 

	12.02	Events Giving Rise to Default and Termination by the Lessee 

 Without limiting any rights the Lessee has under this Lease, the Lessee shall have the right to terminate this Lease if the Lessor fails to substantially observe or perform any of the material covenants
of this Lease and has not remedied its breach of the material covenant, to the reasonable satisfaction of the Lessee, within sixty (60) days of receiving notice from the Lessee of the breach. 

 

	12.03	Other events Giving Rise to Default and Termination 

 The Lessor and Lessee shall each have the right to terminate this Lease upon the Cooperation Agreement or the Operating Agreement being terminated pursuant to their respective provisions. 

 

	12.04	Consequences of Termination 

 If this
Lease is terminated: 
  

	(a)	the Parties shall be entitled to exercise whatever remedies they have under the Cooperation Agreement only; 


  
  

15 








 Execution version 

 

	(b)	none of the Parties shall be entitled to damages or any other remedy for any Losses suffered or incurred by the other Party under this Lease in the event of termination
(including arising out of, or relating to, the events giving rise to the right of termination); and 

  

	(c)	without limiting its rights under this Lease or the Cooperation Agreement, the Lessee shall have the right to remove all of its personal property, inventory, equipment,
furniture and trade fixtures from the Leased Premises without interference from the Lessor. 

  

	12.05	Suspension 

 The Parties agree that, if
Sections 18.01(h), 18.02(c) or 18.03(d) of the Cooperation Agreement apply, the rights of the Lessor to rent will be abated in accordance with those Sections. 
  

	12.06	Survival 

 This Section 12
survives termination. 
 SECTION 13. OTHER PROVISIONS 

 

	13.01	Encumbrances 

  

	(a)	The Lessor consents to the creation by the Lessee of such Encumbrances over the Lease as may be required by the Lessee or any of its Affiliates in connection with any
financing or loan facility to be obtained by the MCE Parties in connection with the Project (including from BDO, Unibank Inc (“BDO”)). 

  

	(b)	The Lessor agrees to do all things reasonably required by the Lessee (including execute any document and deliver any notice) in connection with the creation by the
Lessee of any Encumbrance over the Lease or the enforcement of any rights under such Encumbrance. 

  

	(c)	The Lessor irrevocably consents to the entry into the Non-Disturbance Undertaking by all of the parties to that document. 


 

	13.02	Successors and Assigns 

  

	(a)	This Lease shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. 


 

	(b)	The Lessee may assign any of its rights under this Lease to any Person in connection with the financing or any loan facility to be obtained by the Lessee or any of its
Affiliates in connection with the Project (including from BDO). 

  

	(c)	Except as expressly permitted under this Lease, no party may assign, transfer or otherwise deal with its rights under this Lease or allow any interest in them to arise
or be varied without the consent of the other Parties. 

  

	13.03	Expropriation 

 In the event that the
Leased Premises or any part of the Leased Premises is expropriated during the period of this Lease by any Government Authority, then without limiting any rights the Lessee may have under the Cooperation Agreement, the Lessee shall be entitled to
terminate this Lease. 

  
  

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 Execution version 

 

	13.04	Non-Waiver 

 The failure of any party to
insist upon a strict performance of any of the terms, conditions and covenants hereof shall not be deemed a relinquishment or waiver of such terms, conditions or covenants, granted to such party, nor shall it be construed as a condonation of any
subsequent breach or default of the terms, conditions and covenants hereof, which terms, conditions and covenants shall continue to be in full force and effect. 
  

	13.05	Notice 

  

	(a)	All communications and notices under this Lease shall be in writing and shall be personally delivered or transmitted via electronic mail or facsimile transmission or
postage prepaid registered mail, addressed to the relevant Party at the addresses set forth below or such other address, contact details or contact persons as shall be designated by a Party in a written notice to the other Party:


 Belle Corporation 
 5th Floor, 2 E-com Center, Mall of Asia Complex 
 J.W. Diokno Boulevard, Pasay City

 Philippines 
  

					
	Attention:	 		 	Mr. Armin B. Raquel-Santos
		 		 	Deputy Head
	Telephone No.	 	:        	 	+63 2 857-0100 local 1508
	Facsimile No.	 	:        	 	+63 2 857-0140
	Email Address:	 		 	armin.raquel-santos@sminvestments.com

 MCE Leisure (Philippines) Corporation 

c/- Melco Crown Entertainment Limited 
 Level 36, The Centrium 
 60 Wyndham Street, Central 

Hong Kong 
  

			
	Attention:	 	Ms Stephanie Cheung
		 	Chief Legal Officer, Melco Crown Entertainment
	Telephone No.:	 	+852 2598 3638
	Facsimile No.:	 	+852 2537 3618
	Email Address: scheung@melco-crown.com


  
  

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 Execution version 

 

	(b)	All notices shall be deemed duly given (i) on the date of receipt, if personally delivered, (ii) seven (7) days after posting, if by registered mail, or
(iii) upon receipt of the written confirmation of the electronic mail or facsimile, if by electronic mail or facsimile transmission. 

  

	(c)	If a communication is given (i) after 5.00 pm in the place of receipt; or (ii) on a day which is a Saturday, Sunday or bank or public holiday in the place of
receipt, it is taken as having been given at 9.00 am on the next day which is not a Saturday, Sunday or bank or public holiday in that place. 

  

	(d)	All communications must be given in English. 

  

	13.06	Arbitration 

  

	(a)	The Lease shall be construed, interpreted and governed by the laws of the Philippines. 


 

	(b)	If a dispute (“Dispute”) arises out of or relates to this Lease (including any dispute as to the existence, breach or termination of this Lease or as
to any claim in tort, in equity or pursuant to any statute) a Party may only commence arbitration proceedings relating to the Dispute if the procedures set out in this Section 13.06 have been fulfilled. 


 

	(c)	A Party claiming the Dispute has arisen under or in relation to this Lease must give written notice (Dispute Notice) to the other parties to the Dispute
specifying the nature of the Dispute. 

  

	(d)	On receipt of the Dispute Notice by the other Parties, all the parties to the Dispute (Disputing Parties) must endeavour in good faith to resolve the Dispute
expeditiously using informal dispute resolution techniques such as mediation, expert evaluation or determination or similar techniques agreed by them. 

  

	(e)	In the event that no resolution is reached under Section 13.06(d) within 30 days from the date the Dispute Notice is received by a Party, the Dispute shall
be referred to and finally resolved by arbitration in Hong Kong in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules for the time being in force, which rules are deemed to be incorporated by reference in
this Section 13.06. 

  

	(f)	The Parties agree that the panel of arbitrators has jurisdiction to settle the issue of whether this Lease (or any provision thereof) is void, unenforceable or
ineffective. 

  

	(g)	The Hong Kong International Arbitration Centre tribunal shall consist of three arbitrators. 


 

	(h)	The arbitral proceedings shall be conducted in the English language. The arbitration proceedings shall be strictly confidential. 


 

	(i)	The arbitral award shall be final and binding upon the Parties and enforceable by any court having jurisdiction for this purpose. 


 

	(j)	By agreeing to arbitration pursuant to this Section 13.06, the Parties do not intend to deprive any court of its jurisdiction to issue an interim injunction
or other interim relief in aid of the arbitration proceedings, provided that the Parties agree that they may seek only such relief as is consistent with their agreement to resolve the Dispute by way of arbitration. Without prejudice to such relief
that may be granted by a national court, the arbitral tribunal shall have full authority to grant interim or provisional remedies or to order a party to seek modification or vacation of the relief granted by a national court.


  

	(k)	Any dispute that arises under this Lease must be resolved in accordance with this Section 13.06. 


 

	(1)	The Parties agree that this Section 13.06 constitutes a separate and independent agreement among them and no claim that this Lease is void, unenforceable or
ineffective shall preclude submission of any dispute, controversy or claim to arbitration. 


  
  

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 Execution version 

 
  

	13.07	Entire Agreement 

 Except to the extent
provided in the Cooperation Agreement and the Operating Agreement, this Lease constitutes the complete understanding between the parties with respect to the subject matter hereof and supersedes any prior expression of intent, representation or
warranty with respect to this transaction. This Lease may be amended but only with an instrument in writing signed by the parties. 
  

	13.08	Binding Effect 

 All the terms, covenants,
conditions and provisions of this Lease shall be binding and enforceable upon the parties and their heirs, executors, administrators, principals, successors-in-interest and assigns. 

 

	13.09	Severability 

 If any one or more of the
provisions of this Lease is declared invalid or unenforceable in any respect under any applicable law, the validity, legality or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired. 

  
  

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 SCHEDULE 
 CONSTRUCTION 
  

	(a)	The Lessor warrants that the Building Structure: 

  

	 	(i)	has been and will be (as applicable) designed, constructed and completed in accordance with the Cooperation Agreement; 


 

	 	(ii)	as they are completed, are or will be suitable or adequate for the Lessee’s purposes as contemplated by the Project Plan and Project Implementation Plan (as
applicable); and 

  

	 	(iii)	will be completed by the dates specified in Appendix F of the Master Programme of the Project Plan; 


 

	(b)	The Lessor represents and warrants that: 

  

	 	(i)	the Building Structures are not subject to any material defect or other thing which will or might materially decrease their ability to be used in the Project;


  

	 	(i)	each Government Approval and every development carried out in relation to the Land and Building Structures has been properly obtained and any conditions, requirements,
obligations, or restrictions imposed by any Authorisations have been observed and performed; 

  

	 	(ii)	all activities conducted on the Land and the Building Structures have been conducted in accordance with all Applicable Laws. 


 

	 	(iii)	the Lessor has performed all covenants, conditions, agreements, statutory requirements, by-laws, orders and regulations which is binding on it and affecting the Land
and the Building Structures and there have been no contraventions of the provisions of those statutes and regulations; 

  

	 	(iv)	the Land and the Building Structures are not the subject of, or affected by any: 


 

	 	1.	dispute, claim, legal proceedings, investigation or inquiry and there are no circumstances that could give rise to any dispute, claim, legal proceedings, investigation
or inquiry; 

  

	 	2.	order or other obligation to demolish, alter or reinstate all or part of any improvements comprised in the Land and Building Structures; 


 

	 	3.	notice of any breach or alleged breach of any material covenants, restrictions, conditions, agreements, Applicable Law or other stipulations affecting the land and the
Building Structures or its use; 

  

	(v)	there are no outstanding orders or notices (requiring work to be done or expenditure made) affecting the Land and the Building Structures and there are no proposals of
any local or other authority (involving compulsory acquisition or requisition of otherwise) or any other circumstances known which may result in any such order or notice being made or served or which may otherwise affect the Land and the Building
Structures; 

  

	(vi)	there are no agreements with any adjoining property owners or Government Authority which adversely affects the use and enjoyment of the Land and the Building
Structures; 


  
  

22 









	 	(vii)	no alterations have made to the Building Structures or other improvements on the Building Structures other than in accordance with any Government Approvals;


  

	 	(viii)	the Lessor has not received notice in writing from any third party in respect of the Land: 


 

	 	1.	in respect of the compulsory acquisition or resumption or any part of the Land; 


 

	 	2.	asserting that the current use of the Land breaches the requirements of any relevant planning scheme; 


 

	 	3.	which would be likely to have a materially adverse effect on the current use of the Land; 


 

	 	(ix)	there is no Hazardous Material or hazard to the Environment, including asbestos, in, on or affecting any of the Land and Building Structures (including in the
groundwater under the Land); 

  

	 	(x)	there is no condition of the Owned Land or the Building Structures which would entitle any person to require the Philippine Parties or SM Subsidiaries to decontaminate
or take other remedial action in or around the Owned Land or the Building Structures or to contribute to the costs of doing so; 

  

	 	(xi)	no request or demand has been made on the Philippines Parties or any other person to decontaminate or take other remedial action in relation to the Land and the
Buildings or to contribute to the cost of doing so; 

  

	 	(xii)	there are no circumstances which have been or are likely to give rise to a claim in relation to any Hazardous Material or any hazard to the Environment affecting the
Land and the Building Structures and there has not been an escape of any Hazardous Material from the Land or the Building Structures; 

  

	 	(xiii)	no complaints have been made by any person alleging that there are or have been hazardous or offensive conditions or conduct in relation to the Environment affecting
the Land or the Building Structures; and 

  

	 	(xiv)	the Lessor is not, at the date of this Lease, in receipt of any notice from any Government Authority which: 


 

	 	1.	asserts that any of the Land and Building Structures is in material non- compliance with Environmental Law; or 


 

	 	2.	asserts that it is not complying with any license required under Environmental Law for the operation of the Project as currently carried on. 


 

	(c)	The Lessor will be liable to the Lessee for any Loss suffered or incurred by the Lessee in relation to any breach of the warranties set out in this Schedule.



  
  

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 ANNEX A-1 to A-6 and B-4 

TRANSFER CERTIFICATES OF TITLE FOR THE LAND 

  
  

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 ANNEX B-1 TO B-3 

TRANSFER CERTIFICATES OF TITLE FOR THE SSS LAND 

  
  

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 ANNEX C 
 LOCATIONAL PLAN AND TECHNICAL DESCRIPTION OF THE LAND 

  
  

26 








 




 







 ANNEX C-1 
 LAYOUT/PLAN OF THE LAND AND BUILDING STRUCTURES 

  
  

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 ANNEX D 
 RENTAL PAYMENT SCHEDULE 
 ] 

 

	(A)	PHASE 1 OF THE LEASED LAND 


  
  

28 









	(B)	PHASE 2 OF THE LEASED LAND 


  
  

29 








 PHASE 1 OF THE LEASED LAND 

 

																	
	 Phase 1 of the Leased Land
	  	Rate per 
sq.m.
(₱)	 	  	Land Area
(sq.m.)	 	  	Monthly Rent (₱)
(Exclusive of VAT)	 	  	Annual Rent 
(₱)
(Exclusive of VAT)	 
	 Closing to December 2012
	  	 	121	  	  				  				  			
	 03/01/2013 to 12/2013 (Note 1)
	  	 	127.05	  	  	 	35,302	  	  	 	4,485,119	  	  	 	44,851,191	  
	 01/2014 to 12/2014
	  	 	133.4	  	  	 	35,302	  	  	 	4,709,287	  	  	 	56,511,442	  
	 01/2015 to 12/2015
	  	 	142.74	  	  	 	35,302	  	  	 	5,039,007	  	  	 	60,468,090	  
	 01/2016 to 12/2016
	  	 	152.73	  	  	 	35,302	  	  	 	5,391,674	  	  	 	64,700,094	  
	 01/2017 to 12/2017
	  	 	168.01	  	  	 	35,302	  	  	 	5,931,089	  	  	 	71,173,068	  
	 01/2018 to 12/2018
	  	 	184.81	  	  	 	35,302	  	  	 	6,524,163	  	  	 	78,289,951	  
	 01/2019 to 12/2019
	  	 	203.29	  	  	 	35,302	  	  	 	7,176,544	  	  	 	86,118,523	  
	 01/2020 to 12/2020
	  	 	223.62	  	  	 	35,302	  	  	 	7,894,233	  	  	 	94,730,799	  
	 01/2021 to 12/2021
	  	 	245.98	  	  	 	35,302	  	  	 	8,683,586	  	  	 	104,203,032	  

 Note 1 The annual rent in the first year is calculated based on assumption of closing date on February 28 2013, but
would be subsequently adjusted once the actual closing date is confirmed. 
 PHASE 2 OF THE LEASED LAND 

 

																	
	 Phase 2 of the Leased Land
	  	Rate per sq.m.
(₱)	 	  	Land Area
(sq.m.)	 	  	Monthly Rent (₱)
(Exclusive of VAT)	 	  	Annual Rent 
(₱)
(Exclusive of VAT)	 
	 Closing to December 2012
	  	 	121	  	  				  				  			
	 03/01/2013 to 12/2013 (Note 1)
	  	 	127.05	  	  	 	25,839	  	  	 	3,282,845	  	  	 	32,828,450	  
	 01/2014 to 12/2014
	  	 	133.4	  	  	 	25,839	  	  	 	3,446,923	  	  	 	41,363,071	  
	 01/2015 to 12/2015
	  	 	142.74	  	  	 	25,839	  	  	 	3,688,259	  	  	 	44,259,106	  
	 01/2016 to 12/2016
	  	 	152.73	  	  	 	25,839	  	  	 	3,946,390	  	  	 	47,356,686	  
	 01/2017 to 12/2017
	  	 	168.01	  	  	 	25,839	  	  	 	4,341,210	  	  	 	52,094,525	  
	 01/2018 to 12/2018
	  	 	184.81	  	  	 	25,839	  	  	 	4,775,306	  	  	 	57,303,667	  
	 01/2019 to 12/2019
	  	 	203.29	  	  	 	25,839	  	  	 	5,252,810	  	  	 	63,033,724	  
	 01/2020 to 12/2020
	  	 	223.62	  	  	 	25,839	  	  	 	5,778,117	  	  	 	69,337,406	  
	 01/2021 to 12/2021
	  	 	245.98	  	  	 	25,839	  	  	 	6,355,877	  	  	 	76,270,527	  

 Note 1 The annual rent in the first year is calculated based on assumption of closing date on February 28 2013, but
would be subsequently adjusted once the actual closing date is confirmed. 








	(C)	PHASE 1 BUILDING 


  
  

30 








 PHASE 1 BUILDING 
 Phase 1 Building Non-Gaming Component 
  

																									
	 Phase 1 Building
	  	Rate per 
sq.m.
(₱)	 	  	Retail, Hotel, Back
Office, Common
Area
(sq.m.)	 	 	Rate per sq.m.
(₱)	 	  	Parking + Utilities
Area (sq.m.)	 	 	Monthly Rent (₱)
(Exclusive of VAT)	 	  	Annual Rent
(₱)
(Exclusive of VAT)	 
	 Closing to December 2012
	  				  	 	(Note 2)	  	 				  	 	(Note 2)	  	 				  			
	 03/2013 to 12/2013 (Note 1)
	  	 	577.50	  	  	 	108,165	  	 	 	157.50	  	  	 	44,197	  	 	 	69,426,095	  	  	 	694,260,950	  
	 01/2014 to 12/2014
	  	 	606.38	  	  	 	108,165	  	 	 	165.38	  	  	 	44,197	  	 	 	72,898,162	  	  	 	874,777,939	  
	 01/2015 to 12/2015
	  	 	648 82	  	  	 	108,165	  	 	 	176.95	  	  	 	44,197	  	 	 	78,000,027	  	  	 	936,000,328	  
	 01/2016 to 12/2016
	  	 	69424	  	  	 	108,165	  	 	 	189.34	  	  	 	44,197	  	 	 	83,460,465	  	  	 	1,001,525,582	  
	 01/2017 to 12/2017
	  	 	763.66	  	  	 	108,165	  	 	 	208.27	  	  	 	44,197	  	 	 	91,805,902	  	  	 	1,101,670,826	  
	 01/2018 to 12/2018
	  	 	840.03	  	  	 	108,165	  	 	 	229.10	  	  	 	44,197	  	 	 	100,987,058	  	  	 	1,211,844,692	  
	 01/2019 to 12/2019
	  	 	924,03	  	  	 	108,165	  	 	 	252.01	  	  	 	44,197	  	 	 	111,085,439	  	  	 	1,333,025,267	  
	 01/2020 to 12/2020
	  	 	1,016.43	  	  	 	108,165	  	 	 	277.21	  	  	 	44,197	  	 	 	122,193,614	  	  	 	1,466,323,370	  
	 01/2021 to 12/2021
	  	 	1,118.08	  	  	 	108,165	  	 	 	304.93	  	  	 	44,197	  	 	 	134,413,689	  	  	 	1,612,964,262	  

 Note 1 The annual rent in the first year is calculated based on assumption of closing date on February 28 2013, but
would be subsequently adjusted once the actual closing date is confirmed. 
 Note 2 The area is based on the GFA schedule agreed on Oct 22 2012.
The area and the rental amounts are subject to change based on the verification of GFA schedule during the fit-out stage. 
 Phase 1
Building Gaming Component 
  

																	
	 Phase 1 Building
	  	Rate per 
sq.m.
(₱)	 	  	Casino (sq.m.)	 	 	Monthly Rent (₱)
(Exclusive of VAT)	 	  	Annual Rent 
(₱)
(Exclusive of VAT)	 
	 Closing to December 2012
	  				  	 	(Note 2)	  	 				  			
	 03/2013 to 12/2013 (Note 1)
	  	 	577.50	  	  	 	20,119	  	 	 	11,618,676	  	  	 	116,186,763	  
	 01/2014 to 12/2014
	  	 	606.38	  	  	 	20,119	  	 	 	12,199,711	  	  	 	146,396,529	  
	 01/2015 to 12/2015
	  	 	648.82	  	  	 	20,119	  	 	 	13,053,558	  	  	 	156,642,692	  
	 01/2016 to 12/2016
	  	 	694.24	  	  	 	20,119	  	 	 	13,967,359	  	  	 	167,608,308	  
	 01/2017 to 12/2017
	  	 	763.66	  	  	 	20,119	  	 	 	15,364,014	  	  	 	184,368,173	  
	 01/2018 to 12/2018
	  	 	840.03	  	  	 	20,119	  	 	 	16,900,496	  	  	 	202,805,956	  
	 01/2019 to 12/2019
	  	 	924.03	  	  	 	20,119	  	 	 	18,590,486	  	  	 	223,085,828	  
	 01/2020 to 12/2020
	  	 	1,016.43	  	  	 	20,119	  	 	 	20,449,474	  	  	 	245,393,686	  
	 01/2021 to 12/2021
	  	 	1,118.08	  	  	 	20,119	  	 	 	22,494,562	  	  	 	269,934,745	  

 Note 1 The annual rent in the first year is calculated based on assumption of closing date on February 28 2013, but
would be subsequently adjusted once the actual closing date is confirmed. 
 Note 2 The area is based on the GFA schedule agreed on Oct 22 2012.
The area and the rental amounts are subject to change based on the verification of GFA schedule during the fit-out stage. 








	(D)	PHASE 2 BUILDING 


  
  

31 








 PHASE 2 BUILDING 

 

																	
	 Phase 2 Building
	  	Rate per 
sq.m.
(₱)	 	  	Retail+FOH/Cir+
Ent Area (sq.m.)	 	 	Monthly Rent (₱)
(Exclusive of VAT)	 	  	Annual Rent 
(₱)
(Exclusive of VAT)	 
		  				  	 	(Note 2)	  	 				  			
	 First Handover Date (October 31, 2013) to December 31, 2013 (Note 1)
	  	 	550.00	  	  	 	15,994	  	 	 	8,796,524	  	  	 	17,593,048	  
	 01/2014 to 12/2014
	  	 	577.50	  	  	 	15,994	  	 	 	9,236,350	  	  	 	110,836,202	  
	 01/2015 to 12/2015
	  	 	606.38	  	  	 	15,994	  	 	 	9,698,248	  	  	 	116,378,972	  
	 01/2016 to 12/2016
	  	 	648.82	  	  	 	15,994	  	 	 	10,377,019	  	  	 	124,524,233	  
	 01/2017 to 12/2017
	  	 	694.24	  	  	 	15,994	  	 	 	11,103,452	  	  	 	133,241,429	  
	 01/2018 to 12/2018
	  	 	763.66	  	  	 	15,994	  	 	 	12,213,734	  	  	 	146,564,804	  
	 01/2019 to 12/2019
	  	 	840.03	  	  	 	15,994	  	 	 	13,435,171	  	  	 	161,222,052	  
	 01/2020 to 12/2020
	  	 	924.03	  	  	 	15,994	  	 	 	14,778,640	  	  	 	177,343,682	  
	 01/2021 to 12/2021
	  	 	1,016.43	  	  	 	15,994	  	 	 	16,256,456	  	  	 	195,077,474	  
	 01/2022 to 12/2022
	  	 	1,118.08	  	  	 	15,994	  	 	 	17,882,214	  	  	 	214,586,565	  

 Note 1 The annual rent in the first year is calculated based on assumption of handover date on October 31 2013, but
would be subsequently adjusted once the actual handover date is confirmed. 
 Note 2 The area is based on the GFA schedule agreed on Oct 22
2012. The area and the rental amounts are subject to change based on the verification of GFA schedule during the fit-out stage. 
  

																	
	 Phase 2 Building
	  	Rate per 
sq.m.
(₱)	 	  	Night Club and
Associated Egg
Structure (sq.m.)	 	 	Monthly Rent (₱)
(Exclusive of VAT)	 	  	Annual Rent 
(₱)
(Exclusive of VAT)	 
		  				  	 	(Note 2)	  	 				  			
	 Second Handover Date (January 01, 2014) to December 31 2014 (Note 1)
	  	 	577.50	  	  	 	2,484	  	 	 	1,434,510	  	  	 	17,214,120	  
	 01/2015 to 12/2015
	  	 	606.38	  	  	 	2,484	  	 	 	1,506,248	  	  	 	18,074,975	  
	 01/2016 to 12/2016
	  	 	648.82	  	  	 	2,484	  	 	 	1,611,669	  	  	 	19,340,027	  
	 01/2017 to 12/2017
	  	 	694.24	  	  	 	2,484	  	 	 	1,724,492	  	  	 	20,693,906	  
	 01/2018 to 12/2018
	  	 	763.66	  	  	 	2,484	  	 	 	1,896,931	  	  	 	22,763,177	  
	 01/2019 to 12/2019
	  	 	840.03	  	  	 	2,484	  	 	 	2,086,635	  	  	 	25,039,614	  
	 01/2020 to 12/2020
	  	 	924.03	  	  	 	2,484	  	 	 	2,295,291	  	  	 	27,543,486	  
	 01/2021 to 12/2021
	  	 	1,016.43	  	  	 	2,484	  	 	 	2,524,812	  	  	 	30,297,745	  
	 01/2022 to 12/2022
	  	 	1,118.08	  	  	 	2,484	  	 	 	2,777,311	  	  	 	33,327,729	  

 Note 1 The annual rent in the first year is calculated based on assumption of handover date on January 01 2014, but
would be subsequently adjusted once the actual handover date is confirmed. 
 Note 2 The area is based on the GFA schedule agreed on Oct 22
2012. The area and the rental amounts are subject to change based on the verification of GFA schedule during the fit-out stage. 
  

																	
	 Phase 2 Building
	  	Rate per 
sq.m.
(₱)	 	  	Plantroom
(sq.m.)	 	 	Monthly Rent (₱)
(Exclusive of VAT)	 	  	Annual Rent 
(₱)
(Exclusive of VAT)	 
		  				  	 	(Note 2)	  	 				  			
	 Third Handover Date (January 31, 2014) to December 31 2014 (Note 1)
	  	 	157.50	  	  	 	2,674	  	 	 	421,183	  	  	 	4,633,017	  
	 01/2015 to 12/2015
	  	 	165.38	  	  	 	2,674	  	 	 	442,256	  	  	 	5,307,071	  
	 01/2016 to 12/2016
	  	 	176.95	  	  	 	2,674	  	 	 	473,196	  	  	 	5,678,354	  
	 01/2017 to 12/2017
	  	 	189.34	  	  	 	2,674	  	 	 	506,329	  	  	 	6,075,951	  
	 01/2018 to 12/2018
	  	 	208.27	  	  	 	2,674	  	 	 	556,951	  	  	 	6,683,418	  
	 01/2019 to 12/2019
	  	 	229.10	  	  	 	2,674	  	 	 	612,655	  	  	 	7,351,856	  
	 01/2020 to 12/2020
	  	 	252.01	  	  	 	2,674	  	 	 	673,920	  	  	 	8,087,041	  
	 01/2021 to 12/2021
	  	 	277.21	  	  	 	2,674	  	 	 	741,309	  	  	 	8,895,713	  
	 01/2022 to 12/2022
	  	 	304.93	  	  	 	2,674	  	 	 	815,438	  	  	 	9,785,252	  

 Note 1 The annual rent in the first year is calculated based on assumption of handover date on January 31 2014, but
would be subsequently adjusted once the actual handover date is confirmed. 
 Note 2 The area is based on the GFA schedule agreed on Oct 22
2012. The area and the rental amounts are subject to change based on the verification of GFA schedule during the fit-out stage. 








																	
	 Phase 2 Building
	  	Rate per 
sq.m.
(₱)	 	  	Parking Area
(sq.m.)	 	 	Monthly Rent (₱)
(Exclusive of 
VAT)	 	  	Annual Rent (₱)
(Exclusive of 
VAT)	 
		  				  	 	(Note 2)	  	 				  			
	 Fourth Handover Date (March 31, 2014) to December 31 2014 (Note 1)
	  	 	157.50	  	  	 	77,808	  	 	 	12,254,815	  	  	 	110,293,336	  
	 01/2015 to 12/2015
	  	 	165.38	  	  	 	77,808	  	 	 	12,867,945	  	  	 	154,415,339	  
	 01/2016 to 12/2016
	  	 	176.95	  	  	 	77,808	  	 	 	13,768,188	  	  	 	165,218,250	  
	 01/2017 to 12/2017
	  	 	189.34	  	  	 	77,808	  	 	 	14,732,233	  	  	 	176,786,796	  
	 01/2018 to 12/2018
	  	 	208.27	  	  	 	77,808	  	 	 	16,205,145	  	  	 	194,461,741	  
	 01/2019 to 12/2019
	  	 	229.10	  	  	 	77,808	  	 	 	17,825,893	  	  	 	213,910,716	  
	 01/2020 to 12/2020
	  	 	252.01	  	  	 	77,808	  	 	 	19,608,482	  	  	 	235,301,787	  
	 01/2021 to 12/2021
	  	 	277.21	  	  	 	77,808	  	 	 	21,569,253	  	  	 	258,831,032	  
	 01/2022 to 12/2022
	  	 	304.93	  	  	 	77,808	  	 	 	23,726,100	  	  	 	284,713,202	  

 Note 1 The annual rent in the first year is calculated based on assumption of handover date on March 31 2014, but
would be subsequently adjusted once the actual handover date is confirmed. 
 Note 2 The area is based on the GFA schedule agreed on Oct 22
2012. The area and the rental amounts are subject to change based on the verification of GFA schedule during the fit-out stage.