Exhibit 10.1





Exhibit 10.1




EXECUTION VERSION




CREDIT AGREEMENT




DATED AS OF SEPTEMBER 21, 2011




AMONG




VML US FINANCE LLC,

as the Borrower,




VENETIAN MACAU LIMITED,

as the Company,




THE LENDERS LISTED HEREIN,

as Lenders,




GOLDMAN SACHS (ASIA) L.L.C., GOLDMAN SACHS LENDING PARTNERS LLC,

BANK OF AMERICA, N.A., BANK OF CHINA LIMITED, MACAU BRANCH, BARCLAYS

CAPITAL, BNP PARIBAS HONG KONG BRANCH, CITIGROUP GLOBAL MARKETS ASIA

LIMITED, CITIBANK, N.A., HONG KONG BRANCH, COMMERZBANK AG, CRÉDIT

AGRICOLE CORPORATE AND INVESTMENT BANK, CREDIT SUISSE SECURITIES (USA)

LLC, CREDIT SUISSE AG, SINGAPORE BRANCH, INDUSTRIAL AND COMMERCIAL

BANK OF CHINA (MACAU) LIMITED, ING CAPITAL L.L.C., ING BANK N.V., SINGAPORE

BRANCH, SUMITOMO MITSUI BANKING CORPORATION, UBS SECURITIES LLC and

UNITED OVERSEAS BANK LIMITED,

as Global Coordinators, Co-Syndication Agents and Bookrunners,




BANCO NACIONAL ULTRAMARINO, S.A., DBS BANK LTD., OVERSEA-CHINESE

BANKING CORPORATION LIMITED, THE BANK OF NOVA SCOTIA and

WING LUNG BANK LTD., MACAU BRANCH,

as Lead Arrangers,




and




BANK OF CHINA LIMITED, MACAU BRANCH,

as Administrative Agent,




 


 









 







TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	Section 1. Definitions
	 	 	2	 
	 
	 	 	 	 
	1.1 Certain Defined Terms
	 	 	2	 
	1.2 Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement
	 	 	68	 
	1.3 Other Definitional Provisions and Rules of Construction
	 	 	68	 
	1.4 Exchange Rates
	 	 	69	 
	 
	 	 	 	 
	Section 2. Amounts and Terms of Commitments and Loans
	 	 	69	 
	 
	 	 	 	 
	2.1 Commitments; Making of Loans; the Register; Notes
	 	 	69	 
	2.2 Interest on the Loans
	 	 	74	 
	2.3 Fees
	 	 	78	 
	2.4 Repayments, Prepayments and Reductions in Commitments; General
Provisions Regarding Payments
	 	 	79	 
	2.5 Use of Proceeds
	 	 	87	 
	2.6 Special Provisions Governing Eurodollar Rate Loans and HIBOR Rate Loans
	 	 	88	 
	2.7 Increased Costs; Taxes; Capital Adequacy
	 	 	91	 
	2.8 Obligation of Lenders to Mitigate
	 	 	95	 
	2.9 Incremental Facilities
	 	 	96	 
	2.10 Swing Line Loans
	 	 	98	 
	2.11 Refinancing Amendments
	 	 	100	 
	2.12 Defaulting Lender
	 	 	101	 
	2.13 Removal of Defaulting Lender
	 	 	102	 
	 
	 	 	 	 
	Section 3. Letters of Credit
	 	 	103	 
	 
	 	 	 	 
	3.1 Issuance of Letters of Credit and Lenders’ Purchase of Participations Therein
	 	 	103	 
	3.2 Letter of Credit Fees
	 	 	106	 
	3.3 Drawings and Reimbursement of Amounts Paid Under Letters of Credit
	 	 	106	 
	3.4 Obligations Absolute
	 	 	109	 
	3.5 Indemnification; Nature of Issuing Lenders’ Duties
	 	 	110	 
	3.6 Increased Costs and Taxes Relating to Letters of Credit
	 	 	111	 






 


 









 





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	Section 4. Conditions to Credit Extensions
	 	 	112	 
	 
	 	 	 	 
	4.1 Conditions to the Occurrence of the Closing Date
	 	 	112	 
	4.2 Additional Conditions to Loans on or after the Closing Date
	 	 	121	 
	4.3 Conditions to Letters of Credit
	 	 	123	 
	 
	 	 	 	 
	Section 5. Representations and Warranties
	 	 	123	 
	 
	 	 	 	 
	5.1 Organization, Powers, Qualification, Good Standing, Business and Subsidiaries
	 	 	123	 
	5.2 Authorization of Borrowing, etc
	 	 	124	 
	5.3 Financial Condition and Financial Plan
	 	 	125	 
	5.4 No Material Adverse Change; No Default
	 	 	126	 
	5.5 Title to Properties; Liens; Real Property
	 	 	126	 
	5.6 Litigation; Adverse Facts
	 	 	127	 
	5.7 Payment of Taxes
	 	 	128	 
	5.8 Performance of Agreements; Materially Adverse Agreements; Material Contracts
	 	 	128	 
	5.9 Governmental Regulation
	 	 	128	 
	5.10 Securities Activities
	 	 	129	 
	5.11 Employee Benefit Plans
	 	 	129	 
	5.12 No Fees or Commissions
	 	 	130	 
	5.13 Environmental Protection
	 	 	130	 
	5.14 Employee Matters; Acts of God
	 	 	131	 
	5.15 Solvency
	 	 	131	 
	5.16 Matters Relating to Collateral
	 	 	131	 
	5.17 Sufficiency of Interests, Project Documents and Permits
	 	 	132	 
	5.18 Excluded Subsidiaries
	 	 	133	 
	5.19 Accuracy of Information
	 	 	133	 
	5.20 Leasehold Title to the Sites
	 	 	133	 
	5.21 Specified Proceedings
	 	 	133	 
	5.22 Gaming Uses
	 	 	134	 
	 
	 	 	 	 
	Section 6. Affirmative Covenants
	 	 	134	 
	 
	 	 	 	 
	6.1 Financial Statements and Other Reports
	 	 	134	 
	6.2 Corporate Existence, etc
	 	 	141	 
	6.3 Payment of Taxes and Claims; Tax Consolidation
	 	 	142	 
	6.4 Maintenance of Properties; Insurance; Application of Net Loss Proceeds
	 	 	142	 






 


 









 





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	6.5 Inspection; Lender Meeting
	 	 	143	 
	6.6 Compliance with Laws, etc.; Permits
	 	 	143	 
	6.7 Environmental Covenant
	 	 	144	 
	6.8 Material Contracts
	 	 	146	 
	6.9 Discharge of Liens
	 	 	147	 
	6.10 Further Assurances
	 	 	148	 
	6.11 Future Subsidiaries or Restricted Subsidiaries
	 	 	151	 
	6.12 [Reserved]
	 	 	152	 
	6.13 Interest Rate Protection
	 	 	153	 
	6.14 Actions Regarding Additional Development Excluded Subsidiaries
	 	 	153	 
	6.15 Intercompany Contribution Agreement
	 	 	154	 
	 
	 	 	 	 
	Section 7. Borrower’s Negative Covenants
	 	 	154	 
	 
	 	 	 	 
	7.1 Indebtedness
	 	 	154	 
	7.2 Liens and Related Matters
	 	 	159	 
	7.3 Investments; Joint Ventures; Formation of Subsidiaries
	 	 	161	 
	7.4 Contingent Obligations
	 	 	165	 
	7.5 Restricted Payments
	 	 	166	 
	7.6 Financial Covenants
	 	 	168	 
	7.7 Restriction on Fundamental Changes; Asset Sales and Acquisitions
	 	 	169	 
	7.8 Sales and Lease-Backs
	 	 	173	 
	7.9 Sale or Discount of Receivables
	 	 	173	 
	7.10 Transactions with Shareholders and Affiliates
	 	 	174	 
	7.11 Disposal of Subsidiary Stock
	 	 	177	 
	7.12 Conduct of Business
	 	 	177	 
	7.13 Certain Restrictions on Amending Certain Documents
	 	 	178	 
	7.14 Consolidated Capital Expenditures
	 	 	179	 
	7.15 Casino and Gaming Restrictions
	 	 	180	 
	7.16 Fiscal Year
	 	 	180	 
	7.17 Excluded Subsidiaries
	 	 	180	 
	7.18 Horizontal Properties
	 	 	183	 






 


 









 





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	Section 8. Events of Default
	 	 	183	 
	 
	 	 	 	 
	8.1 Failure to Make Payments When Due
	 	 	183	 
	8.2 Default under Other Indebtedness or Contingent Obligations
	 	 	184	 
	8.3 Breach of Certain Covenants
	 	 	184	 
	8.4 Breach of Warranty
	 	 	184	 
	8.5 Other Defaults Under Loan Documents
	 	 	185	 
	8.6 Involuntary Bankruptcy; Appointment of Receiver, etc
	 	 	185	 
	8.7 Voluntary Bankruptcy; Appointment of Receiver, etc
	 	 	185	 
	8.8 Judgments and Attachments
	 	 	186	 
	8.9 Dissolution
	 	 	186	 
	8.10 Employee Benefit Plans
	 	 	186	 
	8.11 Change of Control
	 	 	186	 
	8.12 Failure of Loan Documents; Repudiation of Obligations
	 	 	186	 
	8.13 Default Under or Termination of Project Documents
	 	 	187	 
	8.14 Default Under or Termination of Permits
	 	 	188	 
	8.15 [Reserved]
	 	 	188	 
	8.16 Conforming Parent L/C
	 	 	188	 
	8.17 Expropriation; Change in Law
	 	 	189	 
	8.18 Loss of Concessions
	 	 	189	 
	8.19 Loss of Performance Bond or Guaranty
	 	 	191	 
	8.20 Loss of Leasehold Title
	 	 	192	 
	8.21 Abandonment
	 	 	192	 
	 
	 	 	 	 
	Section 9. Agents and Arrangers
	 	 	193	 
	 
	 	 	 	 
	9.1 Appointment
	 	 	193	 
	9.2 Powers and Duties; General Immunity
	 	 	194	 
	9.3 Representations and Warranties; No Responsibility for Appraisal of Credit Worthiness
	 	 	196	 
	9.4 Right to Indemnity
	 	 	197	 
	9.5 Successor Administrative Agent and Swing Line Lender
	 	 	197	 
	9.6 Collateral Documents and Guaranty
	 	 	198	 
	9.7 Intercreditor Agreements
	 	 	199	 
	9.8 [Reserved]
	 	 	199	 
	9.9 The Co-Syndication Agents
	 	 	199	 






 


 









 





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	Section 10. Miscellaneous
	 	 	200	 
	 
	 	 	 	 
	10.1 Assignments and Participations in Loans
	 	 	200	 
	10.2 Expenses
	 	 	208	 
	10.3 Indemnity
	 	 	208	 
	10.4 Set-Off; Security Interest in Deposit Accounts
	 	 	210	 
	10.5 Ratable Sharing
	 	 	210	 
	10.6 Amendments and Waivers
	 	 	211	 
	10.7 Borrower’s Obligations
	 	 	213	 
	10.8 Independence of Covenants
	 	 	214	 
	10.9 Notices
	 	 	214	 
	10.10 Survival of Representations, Warranties and Agreements
	 	 	215	 
	10.11 Failure or Indulgence Not Waiver; Remedies Cumulative
	 	 	215	 
	10.12 Marshalling; Payments Set Aside
	 	 	216	 
	10.13 Severability
	 	 	216	 
	10.14 Obligations Several; Independent Nature of Lenders’ Rights
	 	 	216	 
	10.15 Headings
	 	 	216	 
	10.16 Applicable Law
	 	 	216	 
	10.17 Successors and Assigns
	 	 	217	 
	10.18 Consent to Jurisdiction and Service of Process
	 	 	217	 
	10.19 Waiver of Jury Trial
	 	 	218	 
	10.20 Confidentiality
	 	 	219	 
	10.21 Usury Savings Clause
	 	 	219	 
	10.22 Counterparts; Effectiveness
	 	 	220	 
	10.23 USA Patriot Act
	 	 	220	 
	10.24 Electronic Execution of Assignments
	 	 	220	 
	10.25 Judgment Currency
	 	 	221	 
	10.26 English
	 	 	221	 
	10.27 Gaming Authorities
	 	 	221	 
	10.28 No Fiduciary Duty
	 	 	222	 







 


 









 







SCHEDULES




	 	 	 
	1A

	 	Permitted Banks
	1B

	 	Closing FX Rates
	2.1

	 	Lenders’ Commitments, Pro Rata Shares
	5.1A

	 	Jurisdiction of Organizations
	5.1C

	 	Form and Ownership of the Company
	5.1D

	 	Subsidiaries of the Company
	5.2

	 	Governmental Consents
	5.5

	 	Property and Material Leases
	5.6

	 	Litigation
	5.7

	 	Taxes
	5.8

	 	Material Contracts
	5.11

	 	Employee Benefit Plans
	5.12

	 	Fees & Commissions
	5.13

	 	Environmental Matters
	5.16B

	 	Required Recordations
	5.17B

	 	Permits
	5.18

	 	Excluded Subsidiaries
	7.1

	 	Existing Indebtedness
	7.2

	 	Liens Existing on the Closing Date
	7.3

	 	Investments Existing on the Closing Date
	7.7

	 	Leases Existing on the Closing Date
	7.10(xix)

	 	Affiliate Transactions
	7.10(xxiv)

	 	FX Transactions
	7.17

	 	Terms of Gaming Contracts
	10.9

	 	Notices





 


 









 





EXHIBITS



	 	 	 
	A-1

	 	Form of Term Note
	A-2

	 	Form of Revolving Note
	A-3

	 	Form of Swing Line Note
	B-1

	 	Form of Borrowing Notice
	B-2

	 	Form of Issuance Notice
	B-3

	 	Form of Conversion/Continuation Notice
	C-1

	 	Form of Closing Certificate
	C-2

	 	Form of Compliance Certificate
	C-3

	 	Form of Financial Condition Certificate
	D-1

	 	Form of Assignment Agreement
	D-2

	 	Form of Joinder Agreement
	E-1-I

	 	Form of Floating Charge (Company)
	E-1-II

	 	Form of Floating Charge (Cotai Subsidiary)
	E-1-III

	 	Form of Floating Charge (VOL)
	E-2

	 	Form of Security Agreement
	E-3-I

	 	Form of Macau Collateral Account Agreement (Borrower)
	E-3-II

	 	Form of Macau Collateral Account Agreement (Each Loan Party)
	E-4

	 	Form of Deposit Account Control Agreement
	E-5

	 	Form of Pledge Over Intellectual Property
	E-6-I

	 	Form of Mortgage (Company and Cotai Subsidiary)
	E-6-II

	 	Form of Mortgage (Cotai Subsidiary)
	E-6-III

	 	Form of Mortgage (VOL)
	E-7

	 	Form of Pledge Over Gaming Equipment and Utensils
	E-8

	 	Form of Assignment of Insurances
	E-9

	 	Form of Assignment of Reinsurances
	E-10-I

	 	Form of Assignment of Rights (Company)
	E-10-II

	 	Form of Assignment of Rights (Other Loan Party)
	E-11

	 	Form of Land Security Assignment
	E-12

	 	Form of Livranças
	E-13

	 	Form of Livranças Side Letter
	E-14-I

	 	Form of Power of Attorney (Company)
	E-14-II

	 	Form of Power of Attorney (Cotai Subsidiary)
	E-14-III

	 	Form of Power of Attorney (Cotai Subsidiary)
	E-14-IV

	 	Form of Power of Attorney (VOL)
	E-15-I

	 	Form of Hong Kong Collateral Account Agreement
	E-15-II

	 	[Reserved]
	F

	 	Form of Guaranty
	G

	 	Form of Insurance Advisor’s Closing Date Certificate
	H-1

	 	Form of Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP
	H-2

	 	Form of Opinion of Sá Carneiro & Pinheiro Torres
	H-3

	 	Form of Opinion of Allen & Overy
	H-4

	 	Form of Opinion of Walkers
	I

	 	[Reserved]
	J

	 	Form of IP License
	K-1

	 	Gaming Concession Consent






 


 









 





	 	 	 
	K-2

	 	Land Concessions Consent
	L-1

	 	Form of Subordination Agreement
	L-2

	 	Form of Subordinated Intercompany Note
	M

	 	[Reserved]
	N

	 	Form of Collateral Agency Agreement
	O

	 	Insurance Requirements
	P

	 	Cotai Plan
	Q

	 	Schedule of Security Filings
	R

	 	Form of Subordination and Non-Disturbance Agreement
	S

	 	Form of Intercompany Contribution Agreement
	T

	 	Outline of Auction Mechanics
	U

	 	Form of Auction Certificate
	V

	 	Form of First Lien Intercreditor Agreement
	W

	 	Form of Second Lien Intercreditor Agreement
	X

	 	Form of VOL Casino Hotel Resort Project Construction Progress Report







 


 









 







CREDIT AGREEMENT




This CREDIT AGREEMENT is dated as of September 21, 2011 and entered into by and among VML US
FINANCE LLC a Delaware limited liability company (the “Borrower”), VENETIAN MACAU LIMITED, a Macau
corporation (the “Company”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each
individually referred to herein as a “Lender” and collectively as the “Lenders”), BANK OF CHINA
LIMITED, MACAU BRANCH (“BOC”), as administrative agent for the Lenders (in such capacity, the
“Administrative Agent”), GOLDMAN SACHS (ASIA) L.L.C. (“GSA”), GOLDMAN SACHS LENDING PARTNERS LLC
(“GSLP”, and together with GSA, “Goldman”), BANK OF AMERICA, N.A. (“BofAML”), BOC, BARCLAYS
CAPITAL, the investment banking division of BARCLAYS BANK PLC (“Barclays Capital”), BNP PARIBAS
HONG KONG BRANCH (“BNPP”), CITIGROUP GLOBAL MARKETS ASIA LIMITED (“CGMAL”), CITIBANK, N.A., HONG
KONG BRANCH (“Citi N.A.”, and together with CGMAL, “Citi”), COMMERZBANK AG (“Commerzbank AG”),
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“CA-CIB”), CREDIT SUISSE SECURITIES (USA) LLC (“CS
Securities”), CREDIT SUISSE AG, SINGAPORE BRANCH (“CS Singapore”, and together with CS Securities,
“CS”), INDUSTRIAL AND COMMERCIAL BANK OF CHINA (MACAU) LIMITED (“ICBC”), ING CAPITAL L.L.C. and ING
BANK N.V., SINGAPORE BRANCH (collectively, “ING”), SUMITOMO MITSUI BANKING CORPORATION (“SMBC”),
UBS SECURITIES LLC (“UBS”) and UNITED OVERSEAS BANK LIMITED (“UOB”) as global coordinators and
bookrunners for the Term Loan Facility and Revolving Credit Facility (in such capacity, the “Global
Coordinators”) and as co-syndication agents for the Term Loan Lenders and Revolving Loan Lenders
(in such capacity, the “Co-Syndication Agents”) and BANCO NACIONAL ULTRAMARINO, S.A. (“BNU”), DBS
BANK LTD. (“DBS”), OVERSEA-CHINESE BANKING CORPORATION LIMITED (“OCBC”), THE BANK OF NOVA SCOTIA
(“BNS”) and WING LUNG BANK LTD., MACAU BRANCH (“Wing Lung”) as lead arrangers for the Term Loan
Facility and Revolving Credit Facility (in such capacity, the “Lead Arrangers”, and together with
the Global Coordinators, the “Arrangers”).



R E C I T A L S




WHEREAS, the Company currently owns and operates the Sands Macao Casino pursuant to the Gaming
Concession Contract (such capitalized terms and other capitalized terms used in these recitals have
the meanings given in subsection 1.1 of this Agreement);



WHEREAS, the Cotai Subsidiary currently owns (a) the Venetian Macao Overall Project (other
than the associated casino which is owned by the Company) and (b) the Four Seasons Macao Overall
Project, in each case on land leased from Macau SAR pursuant to the Venetian Macao Land Concession
Contract;



WHEREAS, the Cotai Subsidiary (a) operates the Venetian Macao Overall Project (other than the
associated casino and gaming space which is operated by the Company pursuant to the Gaming
Concession Contract) and (b) has entered into the Four Seasons Macao Operation, Maintenance and
Management Agreement pursuant to which Four Seasons Hotels and Resorts, Inc. operates, maintains
and manages the Four Seasons Macao Overall Project (other than the
associated gaming areas located therein which are operated, maintained and managed by the
Company pursuant to the Gaming Concession Contract);


 


1









 





WHEREAS, VOL intends to design, develop, construct and own the VOL Casino Hotel Resort Project
(other than the associated casino and gaming space which is to be operated, maintained and managed
by the Company pursuant to the Gaming Concession Contract) on land leased from Macau SAR pursuant
to the VOL Land Concession Contract;



WHEREAS, the Borrower and the Company desire to enter into this Agreement in order to provide
the Borrower with the Facilities such that the proceeds thereof can be utilized in accordance with
and subject to the conditions set forth herein to (a) consummate the Refinancing and Investments
described in clause (i) of the definition of “VOL Investment” on the Closing Date, (b) pay on the
Closing Date fees and expenses incurred in connection with the establishment of this Agreement and
the other transactions related hereto, and (c) provide funds for working capital and general
corporate purposes of the Loan Parties, including to make Investments described in clause (ii) of
the definition of “VOL Investment”;



WHEREAS, the Borrower desires that the Lenders and the Issuing Lenders extend the senior
secured credit facilities described herein on the terms and conditions set forth herein for the
purposes set forth herein; and



WHEREAS, the Lenders and the Issuing Lenders are willing, on the terms and subject to the
conditions hereinafter set forth, to extend the Commitments and make Loans to the Borrower and
issue (or participate in) Letters of Credit.



NOW, THEREFORE, the parties hereto agree as follows:



Section 1. Definitions.



1.1 Certain Defined Terms.



The following terms used in this Agreement shall have the following meanings:



“Abandon” means (i) the suspension or interruption of construction of the VOL Casino Hotel
Resort Project for more than 90 days unless such suspension or interruption is accepted by the
government of Macau SAR pursuant to clause 14.1(3) of the VOL Land Concession Contract or
otherwise, (ii) the affirmative announcement by VOL, the Company, SCL or any of their Subsidiaries
of its intention to permanently cease all or substantially all site construction activities with
respect to the VOL Casino Hotel Resort Project, (iii) the termination by VOL, the Company, SCL or
any of their Subsidiaries of any contracts or other agreements material to the development or
construction of the VOL Hotel Casino Resort Project without replacement of such contract or
agreement within 90 days of such termination, which termination (taking into account any potential
replacement of such contracts) makes it impracticable to complete the development and construction
of the VOL Hotel Casino Resort Project within the time period set forth in the VOL Land Concession
Contract (after taking into account Clauses 5 and 14.1(3) of the VOL Land Concession Contract) or
(iv) VOL, the Company, SCL or any of their Subsidiaries sells, disposes or otherwise transfers any
assets material to the development,



 


2









 






construction, operation or maintenance of the VOL Hotel Casino
Resort Project without replacement of such asset within 90 days of such sale, disposition or other transfer, which
sale, disposition or other transfer (taking into account any potential replacement of such asset)
makes it impracticable to complete the development and construction of the VOL Hotel Casino Resort
Project within the time period set forth in the VOL Land Concession Contract (after taking into
account Clause 5 of the VOL Land Concession Contract); provided that (1) the foregoing
clause (i) shall be deemed appropriately amended to reflect any amendment to clause 14.1(3) of the
VOL Land Concession Contract, and (2) in the case of the foregoing clauses (iii) and (iv), the
Company may provide a certificate certifying that the replacement of such contract, agreement or
asset, as applicable, is not necessary to the completion of the VOL Hotel Casino Resort Project in
which case (x) such contract, agreement or asset shall not need to be replaced and (y) no Event of
Default shall result from the termination, sale, disposition or other transfer, as applicable,
thereof.



“Additional Development Excluded Subsidiaries” means Excluded Subsidiaries of the Company
that, directly or indirectly, own or are intended to own the Additional Developments, including the
Net Casino Cash Flow generated at the Excluded Casino located therein.



“Additional Developments” means any casino hotel resorts, retail complexes, or stand-alone
casinos developed on properties not located within any Site, which developments will be owned,
operated and maintained (other than any portion thereof (which may be the entirety of the
development in the case of a stand-alone casino) comprising a casino or gaming area, which shall be
operated by the Company) by Additional Development Excluded Subsidiaries and/or other Persons that
are not Loan Parties (with all costs and liabilities related to such sites (other than the specific
liabilities permitted to be incurred by the Company in connection with its operation of the
associated Excluded Casino as set forth in subsection 6.14) to be borne exclusively by the
Additional Development Excluded Subsidiaries and/or such other Persons with no recourse to the Loan
Parties except as otherwise permitted by subsection 7.3).



“Adjusted Eurodollar Rate” means, for any Interest Period, an interest rate per annum equal to
the rate per annum obtained by dividing (and rounding upwards, if necessary, to the nearest 1/100
of 1%) (a) (i) the rate per annum as published by Reuters as the British Bankers Association
Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest
Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 A.M.
(London time) two London Business Days before the first day of such Interest Period, (ii) if for
any reason such rate does not appear on such service or such service shall not be available, the
term “Adjusted Eurodollar Rate” shall mean the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate on such other page or other service that displays the
British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the
first day of such Interest Period) with a term equivalent to such Interest Period, determined as of
approximately 11:00 A.M. (London time) two London Business Days prior to the first day of such
Interest Period or (iii) in the event the rates referenced in the preceding clauses (i) and (ii)
are not available, the arithmetic mean of the rates per annum (rounded to the nearest 1/100 of 1%)
(as supplied to the Administrative Agent at its request) quoted by the Reference Banks to leading
banks in the London interbank market for deposits in Dollars (for delivery on the first day of the
relevant period) with maturities comparable to such period as of approximately 11:00 A.M. (London
time) two London Business Days before the first day of such Interest Period (provided that
if any Reference Bank does not notify such a rate to the
Administrative Agent for any relevant period, the Adjusted Eurodollar Rate for such period
shall be determined on the basis of the rates notified by the other Reference Banks so long as
there is at least one Reference Bank providing such a rate), by (b) a percentage equal to 100%
minus the Eurodollar Rate Reserve Percentage for such Interest Period. At the Borrower’s request,
the Administrative Agent will provide the Borrower with identifying information with respect to the
page, service or quotations so employed.


 


3









 





“Administrative Agent” is defined in the preamble and also means and includes any successor
Administrative Agent appointed pursuant to subsection 9.5.



“Affected Lender” is defined in subsection 2.6C.



“Affected Loans” is defined in subsection 2.6C.



“Affiliate” as applied to any Person, means any other Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with, that Person
(excluding, however, any trustee under, or any committee with responsibility for administering, any
Pension Plan). With respect to any Lender, Approved Fund, or Issuing Lender, a Person shall be
deemed to be “controlled by” another Person if such other Person possesses, directly or indirectly,
power to vote 51% or more of the securities (on a fully diluted basis) having ordinary voting power
for the election of directors, managing general partners or managers, as the case may be. With
respect to all other Persons, “control” (including, with correlative meanings, the terms
“controlling”, “controlled by” and “under common control with”), as applied to any such other
Person, means the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of that Person, whether through the ownership of voting securities
or by contract or otherwise; provided, however, that so long as no other Person or
group of Persons beneficially owns a majority of voting securities of such Person, the beneficial
owner of 20% or more of the voting Securities of a Person shall be deemed to have control.



“Agent” means, individually, each of the Administrative Agent, each Co-Syndication Agent, the
Collateral Agent and each Arranger, and “Agents” means the Administrative Agent, the Co-Syndication
Agents, the Collateral Agent and the Arrangers, collectively.



“Agent’s Fee Letter” means the fee letter, dated on or prior to the Closing Date, among the
Administrative Agent, the Collateral Agent and the Borrower.



“Aggregate Amounts Due” is defined in subsection 10.5.



“Agreement” means, on any date, this Credit Agreement dated as of the date referred to in the
preamble and as it may thereafter be amended, supplemented, amended and restated or otherwise
modified from time to time and in effect on such date.



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



“Alternate HK Dollar Rate” means, with respect to any period, the displayed HK Dollar Interest
Settlement Rates appearing under the heading “HONG KONG INTERBANK OFFERED RATES (HK DOLLAR)” on the
Reuters Screen RDF HKABHIBOR Page with
respect to overnight HK Dollar transactions, as published by Reuters as the Hong Kong
Association of Banks Interest Settlement Rate for overnight deposits in HK Dollars, for each day
(or, if such day is not a Business Day, for the next preceding Business Day) during such period.


 


4









 





“Anti-Bribery and Conflict of Interest Laws” means any applicable anti-bribery law,
anti-corruption law, conflict of interest law, or any other law, rule or regulation of similar
purpose and scope.



“Applicable Margin” means:



(1) With respect to Initial Term Loans (a) at all times until the date that is 180 days after
the Closing Date, 2.25% for Eurodollar/HIBOR Rate Loans and 1.25% for Base Rate Loans, and (b)
thereafter the applicable percentage set forth below corresponding to the relevant Consolidated
Leverage Ratio:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable Margin For	 
	Consolidated	 	Applicable Margin For Base Rate	 	 	Eurodollar Rate/HIBOR	 
	Leverage Ratio	 	Term Loans	 	 	Rate Term Loans	 
	 
	 	 	 	 	 	 	 	 
	Greater than 3.0:1.0
	 	 	1.25	%	 	 	2.25	%
	 
	 	 	 	 	 	 	 	 
	Greater than 2.5:1.0
but less than or
equal to 3.0:1.0
	 	 	1.00	%	 	 	2.00	%
	 
	 	 	 	 	 	 	 	 
	Greater than 2.0:1.0
but less than or
equal to 2.5:1.0
	 	 	0.75	%	 	 	1.75	%
	 
	 	 	 	 	 	 	 	 
	less than or equal to
2.0:1.0
	 	 	0.50	%	 	 	1.50	%






Notwithstanding the foregoing, the Applicable Margin in respect of any Other Loans that are term
loans shall be the applicable percentages per annum provided pursuant to the relevant Refinancing
Amendment and the other documents governing such Other Loans.



(2) With respect to Revolving Loans (including Swing Line Loans) (a) at all times until the
date that is 180 days after the Closing Date, 2.25% for Eurodollar/HIBOR Rate Loans and 1.25% for
Base Rate Loans, and (b) thereafter the applicable percentage set forth below corresponding to the
relevant Consolidated Leverage Ratio:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable Margin For	 
	Consolidated	 	Applicable Margin For Base Rate	 	 	Eurodollar Rate/HIBOR Rate	 
	Leverage Ratio	 	Revolving Loans	 	 	Revolving Loans	 
	 
	 	 	 	 	 	 	 	 
	Greater than 3.0:1.0
	 	 	1.25	%	 	 	2.25	%
	 
	 	 	 	 	 	 	 	 
	Greater than 2.5:1.0
but less than or
equal to 3.0:1.0
	 	 	1.00	%	 	 	2.00	%
	 
	 	 	 	 	 	 	 	 
	Greater than 2.0:1.0
but less than or
equal to 2.5:1.0
	 	 	0.75	%	 	 	1.75	%
	 
	 	 	 	 	 	 	 	 
	less than or equal to
2.0:1.0
	 	 	0.50	%	 	 	1.50	%





 


5









 





The Consolidated Leverage Ratio used to compute the Applicable Margins as set forth in clause 1(b)
and 2(b) above shall be the Consolidated Leverage Ratio set forth in the Compliance Certificate
most recently delivered by the Borrower to the Administrative Agent. Changes in the Applicable
Margins as set forth in such clauses resulting from a change in the Consolidated Leverage Ratio
shall become effective upon delivery by the Borrower to the Administrative Agent of a new
Compliance Certificate pursuant to subsection 6.1(iv). If the Borrower fails to deliver a
Compliance Certificate within the time period for such delivery set forth in subsection 6.1(iv)
(the last day of such period, the “Delivery Date”), the Applicable Margin from and including each
day subsequent to the Delivery Date but not including the date the Borrower delivers to the
Administrative Agent such Compliance Certificate shall equal the highest Applicable Margin set
forth above and from the date the Borrower delivers such Compliance Certificate to and including
the next Delivery Date, the Applicable Margin shall be based on the Consolidated Leverage Ratio set
forth in such Compliance Certificate.



“Applicable Threshold Price” means with respect to any Offer, the lowest calculated purchase
price (as calculated by the Auction Manager in consultation with the Eligible Affiliate Purchaser)
for the Term Loans, for such Offer that will allow an Eligible Affiliate Purchaser to purchase the
relevant Maximum Offer Amount at prices not greater than the applicable Maximum Purchase Price nor
less than the applicable Minimum Purchase Price (as such terms are defined in the applicable Offer
Documents in respect of such Offer) per $1,000 stated principal amount for such Term Loans.



“Applied Amount” is defined in subsection 2.4B(iv)(b).



“Approved Electronic Communications” means any notice, demand, communication, information,
document or other material that any Loan Party provides to the Administrative Agent pursuant to any
Loan Document or the transactions contemplated therein which is distributed to Arrangers, Agents,
Lenders or Issuing Lenders by means of electronic communications pursuant to subsection 10.9B.



“Approved Fund” means (i) a fund, trust or other entity that invests in bank loans or (ii)
relative to any Lender, any other fund, trust or other entity that invests in bank loans in the
ordinary course of business and is advised or managed by the same investment advisor as such
Lender or by an Affiliate of such investment advisor.


 


6









 





“Arrangers” is defined in the preamble.



“Asset Sale” means the sale by any Loan Party to any Person of (a) any of the stock of any of
such Person’s direct Subsidiaries, (b) substantially all of the assets of any division or line of
business of any Loan Party, or (c) any other assets (whether tangible or intangible) of any Loan
Party (other than (i) inventory or goods sold in the ordinary course of business; (ii) sales,
transfers or other dispositions permitted by subsections 7.7 (ii), (iii), (iv), (v), (vi), (vii),
(ix), (x), (xi), (xii), (xiii), (xiv), (xvii), (xxi), (xxii) or (xxv); or (iii) any other assets to
the extent that the aggregate fair market value of such assets sold by all Loan Parties during any
Fiscal Year is less than or equal to $5,000,000).



“Assignment Agreement” means an Assignment Agreement in substantially the form of Exhibit
D-1 annexed hereto, and solely for the purposes of assignments to any Eligible Affiliate
Purchaser pursuant to and in accordance with subsection 10.1I, an Auction Assignment Agreement.



“Assignment Effective Date” is defined in subsection 10.1B(ii).



“Assignment of Insurances” means each Assignment of Insurances, substantially in the form of
Exhibit E-8, executed by any Loan Party in favor of the Collateral Agent.



“Assignment of Reinsurances” means each Assignment of Reinsurances, substantially in the form
of Exhibit E-9, executed by each applicable insurer in favor of the Collateral Agent.



“Assignment of Rights” means each Assignment of Rights, substantially in the form of Exhibit
E-10-I or E-10-II, as the case may be, executed by any Loan Party in favor of the Collateral Agent.



“Auction Assignment Agreement” means, with respect to any assignment by a Lender to an
Eligible Affiliate Purchaser pursuant to subsection 10.1I, an Auction Assignment Agreement in the
form reasonably acceptable to Borrower supplied by the Auction Manager to the Lenders at the time
the applicable Offer Document is posted to the Lenders on IntraLinks/IntraAgency or another
substantially equivalent website.



“Auction Certificate” is defined in subsection 10.1I(i).



“Auction Loan Purchase” means any purchase of any Term Loans by an Eligible Affiliate
Purchaser, together with the simultaneous cancellation of such Term Loans, in each case pursuant to
and in accordance with the terms of subsection 10.1I.



“Auction Manager” means, with respect to any Auction Loan Purchase pursuant to and in
accordance with the terms and conditions of Section 10.1I, any of the Arrangers or Agents (as
selected by the Company) in its capacity as sub-agent and auction manager for Administrative Agent
pursuant to subsection 9.2F.


 


7









 





“Auction Purchase Effective Date” is defined in subsection 10.1I(vi).



“Audit Committee” means the audit committee of the board of directors of the Parent.



“Authorized Officer” means, relative to any Loan Party, those of its officers, directors,
attorneys, general partners or managing members (as applicable) or those of the officers of the
general partners or managing members (as applicable) whose signatures and incumbency shall have
been certified to the Administrative Agent, the Lenders and the Issuing Lenders pursuant to
subsection 4.1A.



“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and
hereafter in effect, or any successor statute.



“Barclays Capital” is defined in the preamble.



“Base Capital Expenditures Amount” shall mean an amount determined according to the following
chart:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Base Capital Expenditures	 
	Level	 	Consolidated Leverage Ratio	 	Amount	 
	I
	 	3.5:1.0 or greater	 	$	75,000,000	 
	II
	 	Less than 3.5:1.0 but greater than
or equal to 2.0:1.0	 	$	100,000,000	 
	III
	 	Less than 2.0:1.0	 	Unlimited	 






where the Consolidated Leverage Ratio is tested as of the last day of the preceding Fiscal Year and
on the last day of each of the first, second, and third Fiscal Quarters of such current Fiscal Year
(each such test date, a “Base Capex Determination Date” for such Fiscal Year). If in any Fiscal
Year, (a) a Level above Level I is applicable, and (b) a lower Level becomes applicable on a
subsequent Base Capex Determination Date in such Fiscal Year, and (c) the Consolidated Capital
Expenditures already made in such Fiscal Year exceed the Base Capital Expenditures Amount permitted
by the Level achieved on such subsequent Base Capex Determination Date (or would be exceeded by a
Consolidated Capital Expenditure to be made after such subsequent Base Capex Determination Date),
the Base Capital Expenditures Amount shall not be deemed to have been exceeded and no Potential
Event of Default or Event of Default under subsection 7.14 shall be deemed to have occurred based
on such expenditures (provided such expenditures would be permitted assuming such Level was
maintained throughout the applicable Fiscal Year); provided that the no further
Consolidated Capital Expenditures may be incurred as a Base Capital Expenditures Amount (unless
incurred pursuant to an existing contractual obligation) until a higher Level applies as determined
on a subsequent Base Capex Determination Date.



“Basel II” means the “International Convergence of Capital Measurements and Capital Standards,
a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004, in the
form existing on the date of this Agreement.



“Basel III” means the bank capital and liquidity standards released by the Basel Committee in
December 2010, any subsequent standards or guidelines that supplement, clarify,
or are ancillary or related thereto and any successor thereof set forth by the Basel
Committee, or as implemented by a Lender’s prudential supervisory authority.


 


8









 





“Basel Committee” means The Basel Committee on Banking Regulations and Supervisory Practices.



“Base Rate” means, at any time, the highest of (a) the Prime Rate, (b) the rate which is 1/2
of 1% in excess of the Federal Funds Effective Rate and (c) the rate which is 1% in excess of the
Adjusted Eurodollar Rate for a one-month Interest Period.



“Base Rate Loans” means Loans bearing interest at rates determined by reference to the Base
Rate as provided in subsection 2.2A.



“BNPP” is defined in the preamble.



“BNS” is defined in the preamble.



“BNU” is defined in the preamble.



“BOC” is defined in the preamble.



“BofAML” is defined in the preamble.



“Borrower” is defined in the preamble.



“Borrowing Notice” means a notice substantially in the form of Exhibit B-1 annexed
hereto delivered by the Borrower to the Administrative Agent pursuant to subsection 2.1B with
respect to a proposed borrowing.



“Building Department” means the Land Public Works and Transportation Bureau of Macau SAR.



“Business Day” means (a) for all purposes other than as covered by clause (b) below, any day
(it being understood that where the context is unclear, such day shall be determined based on
Eastern time) excluding Saturday, Sunday and any day which is a legal holiday under the laws of the
State of New York, Singapore, Macau SAR or Hong Kong, or is a day on which banking institutions
located in any such state, such country or such special administrative region are authorized or
required by law or other governmental action to close, (b) with respect to all notices,
determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any
Eurodollar Rate Loans, any day that is a Business Day described in clause (a) above and that is
also a day for trading by and between banks in Dollar deposits in the London interbank market, and
(c) with respect to all notices, determinations, fundings and payments in connection with the HIBOR
Rate or any HIBOR Rate Loans, any day that is a Business Day described in clause (a) above and that
is also a day for trading by and between banks in HK Dollar deposits in the Hong Kong interbank
market.



“CA-CIB” is defined in the preamble.


 


9









 





“Capital Lease” as applied to any Person, means any lease of any property (whether real,
personal or mixed) by that Person as lessee that, in conformity with GAAP, is accounted for as a
capital lease on the balance sheet of that Person. For purposes of this Agreement and each other
Loan Document, the amount of a Person’s obligation under a Capital Lease shall be the capitalized
amount thereof, determined in accordance with GAAP, and the stated maturity thereof shall be the
date of the last payment of rent or any other amount due under such lease prior to the first date
upon which such lease may be terminated by the lessee without payment of a premium or a penalty;
provided that any obligations of a Person under a lease (whether existing now or entered
into in the future) that is not (or would not be) required to be classified and accounted for as a
capital lease on a balance sheet of such Person under GAAP as in effect on the date hereof shall
not be treated as Capital Lease as a result of (x) the adoption of changes in GAAP after such date
or (y) changes in the application of GAAP after such date.



“Cash” means money, currency or a credit balance (in each case denominated in Dollars) in a
Deposit Account.



“Cash Equivalents” means (a) Dollars, HK Dollars and Patacas, (b) (i) direct obligations of
the United States (including obligations issued or held in book-entry form on the books of the
Department of the Treasury of the United States) or obligations fully guaranteed by the United
States, (ii) obligations, debentures, notes or other evidence of indebtedness issued or guaranteed
by any other agency or instrumentality of the United States, (iii) interest-bearing demand or time
deposits (which may be represented by certificates of deposit) issued by banks having general
obligations rated (on the date of acquisition thereof) at least “A” or the equivalent with a
“stable” outlook by S&P, Moody’s or Fitch (together with their respective successors and with any
other nationally recognized credit rating agency if neither of such corporations is then currently
rating the pertinent obligations, a “Rating Agency”) or, if not so rated, secured at all times, in
the manner and to the extent provided by law, by collateral security in clause (i) or (ii) of this
definition, of a market value of no less than the amount of monies so invested, (iv) commercial
paper rated (on the date of acquisition thereof) at least “A-1” or “P-1” or the equivalent with a
“stable” outlook by any Rating Agency issued by any Person, (v) repurchase obligations for
underlying securities of the types described in clause (i) or (ii) above, entered into with any
commercial bank or any other financial institution having long-term unsecured debt securities rated
(on the date of acquisition thereof) at least “A” or “A2” or the equivalent with a “stable” outlook
by any Rating Agency in connection with which such underlying securities are held in trust or by a
third-party custodian, (vi) guaranteed investment contracts of any financial institution which has
a long-term debt rated (on the date of acquisition thereof) at least “A” or “A2” or the equivalent
with a “stable” outlook by any Rating Agency, (vii) obligations (including both taxable and
non-taxable municipal securities) issued or guaranteed by, and any other obligations the interest
on which is excluded from income for Federal income tax purposes issued by, any state of the United
States or District of Columbia or the Commonwealth of Puerto Rico or any political subdivision,
agency, authority or instrumentality thereof, which issuer or guarantor has (A) a short-term debt
rated (on the date of acquisition thereof) at least “A-1” or “P-1” or the equivalent with a
“stable” outlook by any Rating Agency and (B) a long-term debt rated (on the date of acquisition
thereof) at least “A” or “A2” or the equivalent with a “stable” outlook by any Rating Agency,
(viii) investment contracts of any financial institution either (A) fully secured by (1) direct
obligations of the United States, (2) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States



 


10









 






or (3) securities
or receipts evidencing ownership interest in obligations or special portions thereof described
in clause (1) or (2), in each case guaranteed as full faith and credit obligations of the United
States, having a market value at least equal to 102% of the amount deposited thereunder, or (B)
with long-term debt rated (on the date of acquisition thereof) at least “A” or “A2” or the
equivalent with, as of the January 31 or June 30 next preceding any date of determination, a
“stable” outlook by any Rating Agency and short-term debt rated (on the date of acquisition
thereof) at least “A-1” or “P-1” or the equivalent with a “stable” outlook by any Rating Agency,
(ix) a contract or investment agreement with a provider or guarantor (A) which provider or
guarantor is rated (on the date of acquisition thereof) at least “A” or “A2” or the equivalent with
a “stable” outlook by any Rating Agency (provided that if a guarantor is a party to the
rating, the guaranty must be unconditional and must be confirmed in writing prior to any assignment
by the provider to any subsidiary of such guarantor), (B) providing that monies invested shall be
payable to the Administrative Agent without condition (other than notice) and without brokerage fee
or other penalty, upon not more than two Business Days’ notice for application when and as required
or permitted under the Collateral Documents, and (C) stating that such contract or agreement is
unconditional, expressly disclaiming any right of setoff and providing for immediate termination in
the event of insolvency of the provider and termination upon demand of the Administrative Agent
(which demand shall only be made at the direction of the Borrower) after any payment or other
covenant default by the provider, or (x) any debt instruments of any Person which instruments are
rated (on the date of acquisition thereof) at least “A,” “A2,” “A-1” or “P-1” or the equivalent
with a “stable” outlook by any Rating Agency, provided that in each case of clauses (i)
through (x), such investments are denominated in Dollars, HK Dollars or Patacas, as applicable, and
maturing not more than 13 months from the date of acquisition thereof; (c) investments in any money
market fund which is rated (on the date of acquisition thereof) at least “A” or “A2” or the
equivalent with a “stable” outlook by any Rating Agency; (d) investments in mutual funds sponsored
by any securities broker-dealer of recognized national standing having an investment policy that
requires substantially all the invested assets of such fund to be invested in investments described
in any one or more of the foregoing clauses and having a rating (on the date of acquisition
thereof) of at least “A” or “A2” or the equivalent with a “stable” outlook by any Rating Agency;
(e) demand or time deposits or money market mutual funds issued by any bank or other institution
listed on Schedule 1A; (f) instruments equivalent to those referred to in clauses (b), (c) and (d)
above denominated in HK Dollars and Patacas comparable in credit quality and customarily used by
multinational companies with operations in Macau and Hong Kong for cash management purposes; (g)
short-term investments denominated in HK Dollars or Patacas approved by the Administrative Agent in
its reasonable discretion; or (h) demand or time deposits or money market mutual funds issued by
any bank or other institution that is reasonably acceptable to the Administrative Agent.



“Casinos” means the Four Seasons Macao Casino, the Sands Macao Casino, the Venetian Macao
Casino and the VOL Casino.



“Casino Operation Land Concession Contract” means, for any Casino Operation Project, the land
concession contract covering the Site on which the related Other Resort Project is located (or is
planned to be located).



“Casino Operation Project” means the acquisition (and subsequent ownership by the Company via
a condominium or “air parcel” structure or through ownership of the entire casino
building and related infrastructure) of the gaming and/or showroom and/or retail space
“shell”, the fit out of such shell and operation of games of chance, showrooms and retail space in
such “shell” which is located in (or contiguous to) any Other Resort Project.


 


11









 





“CGMAL” is defined in the preamble.



“Change in Law” shall mean (a) the adoption of any law, treaty, order, policy, rule or
regulation after the date of this Agreement by any Governmental Instrumentality, (b) any change in
any law, treaty, order, policy, rule or regulation or in the interpretation, administration or
application thereof by any Governmental Instrumentality after the date of this Agreement or (c)
compliance by a Lender (or any of its Affiliates) with any guideline, request or directive issued
or made after the date hereof by any Governmental Instrumentality (whether or not having the force
of law). It is understood and agreed that (i) the Dodd—Frank Wall Street Reform and Consumer
Protection Act (Pub.L. 111-203, H.R. 4173), all guidelines and directives in connection therewith
and any compliance by a Lender with any request or directive relating thereto, shall, for the
purposes of this Agreement, be deemed to be adopted subsequent to the date hereof and (ii) for the
purposes of subsection 2.7C, all requests, rules, guidelines or directives promulgated by the Bank
of International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices
(or any successor or similar authority), or the United States financial regulatory authorities, in
each case pursuant to Basel III, shall be, in each case, deemed to be a “Change in Law” regardless
of the date adopted, issued, promulgated or implemented; provided that, the implementation
of, application of or compliance with Basel II or any other law or regulation which implements
Basel II (whether such implementation, application or compliance is by a government, regulator,
Finance Party or any of its Affiliates, but, for the avoidance of doubt, excluding the
implementation, application or compliance with any standards or guidelines set forth in Basel III
that may be an update of Basel II) shall not be deemed a “Change in Law”.



“Change of Control” means (i) any sale, pledge or other transfer of Securities whereby (a) SCL
ceases to own (either directly or indirectly) at least 50.1% of the common equity interests of the
Company; provided that if SCL ceases to be listed on the Hong Kong Stock Exchange or
otherwise ceases to be a publicly listed company, “Change of Control” shall also mean any sale,
pledge or other transfer of Securities whereby the Parent and/or its Affiliates cease to own,
directly or indirectly, in the aggregate at least 35% of the voting Securities of SCL; or (b)
except as with respect to mergers or consolidations into the Company permitted by Section 7.7(vii),
the Company ceases to own directly or indirectly 100% of the equity Securities of the Borrower and
each Restricted Subsidiary (subject to applicable usufruct agreements and mandatory minority
shareholder requirements in accordance with Legal Requirements of Macau SAR) that is not an
Immaterial Subsidiary; or (ii) a “Change of Control” (or similar term), as defined in any other
instrument evidencing Indebtedness of any Loan Party or any of their respective Restricted
Subsidiaries in excess of $100,000,000, shall occur.



“Citi” is defined in the preamble.



“Citi N.A.” is defined in the preamble.


 


12









 





“Class” means (i) with respect to Lenders, each of the following classes of Lenders: (a)
Lenders having Initial Term Loan Exposure, (b) Lenders having Initial Revolving Exposure (including
the Swing Line Lender), and (c) Lenders having New Revolving Exposure, (d) Lenders having New Term
Loan Exposure of each applicable Series and (e) Lenders having Other Loans Exposure, (ii) with
respect to Loans, each of the following classes of Loans: (a) Initial Term Loans, (b) Initial
Revolving Loans (including Swing Line Loans), (c) each Series of New Term Loans, (d) each Series of
New Revolving Loans and (e) Other Loans.



“Closing Certificate” means a certificate delivered by an authorized officer of the Company on
the Closing Date, substantially in the form of Exhibit C-1.



“Closing Date” means the date on which all conditions set forth in subsection 4.1 have been
satisfied or waived.



“Closing FX Rates” means the Exchange Rates for Dollars, HK Dollars and Patacas set forth on
Schedule 1B utilized to determine the initial Revolving Loan Commitment and Term Loan
Commitment of the Revolving Loan HK Dollar Lenders, the Revolving Loan Pataca Lenders, the Term
Loan HK Dollar Lenders and the Term Loan Pataca Lenders.



“Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to
time hereafter, and any successor statute.



“Collateral” means all real and personal property which is subject or is intended to become
subject to the security interests or Liens granted by any of the Collateral Documents as security
for the Obligations.



“Collateral Account Agreements” means the US Collateral Account Agreement, the Macau
Collateral Account Agreements, the Hong Kong Collateral Account Agreements, and any other
collateral account agreement or charge over accounts granting any one or more of the Secured
Parties a security interest in any account.



“Collateral Agency Agreement” means the Collateral Agency Agreement among the Administrative
Agent, the Collateral Agent and the Concession Guarantor, attached hereto as Exhibit N.



“Collateral Agent” means BOC, in its capacity as Collateral Agent under the Collateral Agency
Agreement, and any successor Collateral Agent appointed pursuant to the terms of the Collateral
Agency Agreement.



“Collateral Documents” means the Security Agreement, the Foreign Security Agreements, the
Consents, any account control agreements entered into with the relevant Financial Institution
pursuant to Section 5.14 of the Security Agreement or otherwise, and all other instruments or
documents delivered by a Loan Party pursuant to any of the Loan Documents in order to grant to the
Collateral Agent, on behalf of the Secured Parties, a Lien (or to perfect such Lien) on any
Collateral as security for the Obligations.



“Commercial Letter of Credit” means any letter of credit, bank guaranty or similar instrument
issued for the purpose of providing the financing payment mechanism in connection
with the purchase of any materials, goods or services by the Company or any other Loan Party
in the ordinary course of business of the Company or any other Loan Party.


 


13









 





“Commerzbank AG” is defined in the preamble.



“Commitment” means the commitment of a Lender to make Loans as set forth in subsection 2.1A or
subsection 2.9, and “Commitments” means such commitments of all Lenders in the aggregate.



“Commitment Termination Event” means (a) the occurrence of any Event of Default with regard to
any Loan Party described in subsection 8.6 or 8.7 or (b) the occurrence and continuance of any
other Event of Default and either (i) the declaration of all or any portion of the Loans to be due
and payable, or (ii) the giving of notice by the Administrative Agent, acting at the direction of
the Requisite Lenders, to the Borrower that the Commitments have been terminated.



“Company” is defined in the preamble.



“Compliance Certificate” means a certificate substantially in the form of Exhibit C-2
annexed hereto delivered to the Administrative Agent and the Lenders by the Borrower pursuant to
subsection 6.1(iv).



“Concession Guarantor” means BNU, in its capacity as guarantor pursuant to the Land Concession
Guaranty regarding the Land Concession Contracts and the Gaming Concession Guaranty.



“Confidential Information Memorandum” means the Confidential Information Memorandum dated May
27, 2011, provided to the “Coordinating Arrangers”.



“Conforming Parent L/C” means an unconditional, direct pay letter of credit which (a) is
obtained by Parent or one of its Affiliates (but not a Loan Party), (b) either (i) has an
expiration date of not less than twenty-four months or (ii) has an expiration date of not less than
twelve months with an automatic extension of one twelve month period unless the issuer of such
letter of credit gives the Administrative Agent not less than sixty days prior written notice that
it will not renew the letter of credit for such successive term, (c) either (i) is irrevocable or
(ii) provides that the issuer will deliver not less than sixty days prior written notice to the
Administrative Agent of its intention to revoke such letter of credit, (d) is issued by a financial
institution acceptable to the Administrative Agent in its reasonable judgment and (e) is otherwise
in form and substance acceptable to the Administrative Agent in its reasonable judgment,
provided that any such letter of credit shall only qualify as a Conforming Parent L/C if it
states that it may be drawn upon by the Administrative Agent and applied in accordance with the
terms of this Agreement upon the occurrence of any Conforming Parent L/C Draw Event, and
provided further that neither the Company nor any other Loan Party shall have any
obligations (contingent or otherwise) in respect of any such letter of credit or any reimbursement
agreement applicable thereto.


 


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“Conforming Parent L/C Draw Event” shall mean, during the time that the Conforming Parent L/C
remains in full force and effect, the occurrence of any of the following
(a) an Event of Default (which is continuing as of the date of drawing under such Conforming
Parent L/C and has not been waived) set forth in subsection 8.1, 8.2, 8.6, 8.7 or 8.13 or resulting
from a breach of any of the covenants set forth in subsection 7.6; (b) if such Conforming Parent
L/C has a maturity of less than twenty-four months, either (x) the Administrative Agent’s receipt
of notice from the issuer of the Conforming Parent L/C that such issuer will not renew the
Conforming Parent L/C or (y) the date that is five days prior to the expiration of the Conforming
Parent L/C if the Administrative Agent has not received evidence of the renewal thereof,
provided that the Administrative Agent may not draw down on the Conforming Parent L/C under
such circumstances if and only if Parent or its Affiliates substitute cash equity in the Company in
an amount equal to the face amount of the Conforming Parent L/C in lieu of the Conforming Parent
L/C on or before the date that is five days prior to the expiration thereof (such equity to be
substituted for the withdrawn Conforming Parent L/C in the calculation of Consolidated Adjusted
EBITDA); or (c) the Administrative Agent’s receipt of notice from the issuer of the Conforming
Parent L/C that such issuer intends to revoke, terminate or cancel the Conforming Parent L/C,
provided that the Administrative Agent may not draw down on the Conforming Parent L/C under
such circumstances if and only if Parent or its Affiliates substitute cash equity in the Company in
an amount equal to the face amount of the Conforming Parent L/C in lieu of the Conforming Parent
L/C on or before the date that is five days prior to the revocation, termination or cancellation
thereof (such equity to be substituted for the withdrawn Conforming Parent L/C in the calculation
of Consolidated Adjusted EBITDA).



“Consents” means the Contract Consents, the Gaming Concession Consent and the Land Concessions
Consent.



“Consolidated Adjusted EBITDA” means, for any period, the sum of the amounts (without
duplication) for such period of (a) Consolidated Net Income, (b) Consolidated Interest Expense, (c)
capitalized interest and non-cash interest to the extent deducted in calculating Consolidated Net
Income, (d) provision for federal, state, local and foreign income or complementary tax, franchise
tax and state and similar taxes imposed in lieu of income taxes, in each case, to the extent
deducted in calculating Consolidated Net Income, (e) total depreciation expense, to the extent
deducted in calculating Consolidated Net Income, (f) total amortization expense (including
amortization of the land premium paid pursuant to the Land Concession Contract), to the extent
deducted in calculating Consolidated Net Income, (g) non-recurring charges and expenses taken in
such period, of up to $15,000,000 in the aggregate in any Fiscal Year, with unused amounts within
such cap being usable in succeeding periods, (h) corporate expense incurred in such period of up to
$10,000,000 in the aggregate in any Fiscal Year, (i) non-recurring expenses of up to $10,000,000 in
the aggregate in any Fiscal Year in connection with the financing transactions contemplated herein,
(j) total pre-opening and development expenses, to the extent deducted in calculating Consolidated
Net Income consistent with the reported line item on the Company’s financial statements, (k)
royalty payments to the Company’s Affiliates under certain intercompany intellectual property
agreements to the extent that such payments are made as a Restricted Payment pursuant to subsection
7.5 and deducted in calculating Consolidated Net Income, (l) other non-cash items (including
non-cash corporate expenses) reducing Consolidated Net Income and (m) the amount of any impairment
loss (gain) on property and equipment, less other non-cash items increasing Consolidated
Net Income, all of the foregoing as determined on a consolidated basis for the Loan Parties in
conformity with GAAP; provided that, any Consolidated Adjusted EBITDA



 


15









 






attributable to the
operation of the VOL Casino Hotel Resort Project prior to the first anniversary of the first Quarterly Date
following the VOL Casino Hotel Resort Project Opening Date, shall be calculated on the basis of
one, two or three full Fiscal Quarters following such date, multiplied by 4, 2, or 4/3,
respectively. Any equity contributions made by the Parent or any of its Affiliates (other than the
Company or any other Loan Party) to the Borrower and/or proceeds of Shareholder Subordinated
Indebtedness incurred by the Borrower and/or the face amount of any Conforming Parent L/C delivered
to the Administrative Agent for the benefit of the Lenders during any quarter and during a period
of fifteen days following such quarter, in an aggregate amount for such cash equity contributions,
proceeds and face amounts of Conforming Parent L/Cs not to exceed $25,000,000 per quarter, may at
the written election of the Borrower be included in Consolidated Adjusted EBITDA for such quarter
solely for purposes of calculations under subsection 7.6; provided that the Borrower may
not include such cash equity contributions, proceeds or the face amount of the Conforming Parent
L/C, or any combination thereof, in Consolidated Adjusted EBITDA (a) if any Conforming Parent L/C
Draw Event or any Event of Default or Potential Event of Default has occurred and is continuing at
the time such cash contribution is made or such Conforming Parent L/C is provided to the
Administrative Agent (other than, during the 15-day period following the end of the relevant Fiscal
Quarter, an Event of Default or Potential Event of Default caused by a breach of subsection 7.6) or
(b) in any event, after two consecutive Fiscal Quarters, unless, following any exercise of such
election to include any such common equity contributions, proceeds and/or face amount of any
Conforming Parent L/C in Consolidated Adjusted EBITDA, the Borrower has thereafter been in
compliance with subsection 7.6 on a rolling four quarter basis occurring after such election
(without giving effect to any previous cash contributions, proceeds or Conforming Parent L/C) for
at least one Fiscal Quarter (any such cash equity contribution so included in the calculation of
Consolidated Adjusted EBITDA, a “Specified Equity Contribution”). Any loans repaid with the
proceeds of a Specified Equity Contribution in the same Fiscal Quarter or four-Fiscal-Quarter
period, as the case may be, in which such cash contribution or proceeds is counted as Consolidated
Adjusted EBITDA (or cash contributed to replace the face amount of any Conforming Parent L/C) shall
not be deemed to have been repaid for purposes of determining compliance with subsections 7.6A or
7.6B. To the extent an Excluded Subsidiary is converted to a Restricted Subsidiary during any
relevant period, Consolidated Adjusted EBITDA shall include the Consolidated Adjusted EBITDA of
such Restricted Subsidiary on a pro forma basis since the beginning of such relevant period.



“Consolidated Capital Expenditures” means, for any period, the sum of (a) the aggregate of all
expenditures (whether paid in cash or other consideration or accrued as a liability and including
that portion of Capital Leases which is capitalized on the consolidated balance sheet of the
Company) by the Company and each other Loan Party during that period that, in conformity with GAAP,
are included in additions to “property, plant or equipment” or comparable items reflected in the
consolidated statement of cash flows of the Company and each other Loan Party plus (b) to
the extent not covered by clause (a) of this definition, any expenditures by the Company or any
other Loan Party during that period to acquire (by purchase or otherwise) the business, property or
fixed assets of any Person, or the stock or other evidence of beneficial ownership of any Person
that, as a result of such acquisition, becomes a Restricted Subsidiary; provided, that
expenditures made with Net Loss Proceeds not required to be applied to prepay Loans pursuant to
Section 2.4 or, so long as no Potential Event of Default or Event of Default shall have occurred
and be continuing at the time of such expenditure or shall otherwise
result therefrom, made with the proceeds of equity contributions to the Company from the
Parent or SCL shall not be included in Consolidated Capital Expenditures.


 


16









 





“Consolidated Cash Interest Expense” means, for any period, Consolidated Interest Expense for
such period, excluding any amount not payable in cash.



“Consolidated Current Assets” means, as at any date of determination, the total assets of the
Company and each other Loan Party on a consolidated basis that may properly be classified as
current assets in conformity with GAAP, excluding Cash and Cash Equivalents.



“Consolidated Current Liabilities” means, as at any date of determination, the total
liabilities of the Company and each other Loan Party on a consolidated basis that may properly be
classified as current liabilities in conformity with GAAP, excluding the current portion of long
term debt.



“Consolidated Excess Cash Flow” means, for any period, an amount (if positive) equal to: (i)
the sum, without duplication, of the amounts for such period of (a) Consolidated Adjusted EBITDA
(excluding any Specified Equity Contribution received by the Borrower), plus (b) the Consolidated
Working Capital Adjustment, minus (ii) the sum, without duplication, of the amounts for
such period of (a) Consolidated Capital Expenditures (net of any proceeds of (y) any related
financings (other than the Loans) with respect to such expenditures and (z) any sales of assets
used to finance such expenditures), (b) Consolidated Interest Expense, (c) provisions for federal,
state, local and foreign income or complementary tax, franchise tax and state and similar taxes
imposed in lieu of income taxes, in each case of the Company and each other Loan Party and payable
in cash with respect to such period, (d) cash Investments made in reliance on and in accordance
with subsection 7.3, (e) any fees, expenses and charges incurred in connection with a financing
(including any refinancing and amendment costs) to the extent excluded from the calculation of
Consolidated Net Income or added back to Consolidated Net Income during such period in order to
arrive at Consolidated Adjusted EBITDA, (f) cash Restricted Payments made in reliance on subsection
7.5(iv), (g) cancellation of Indebtedness income to the extent included in Consolidated Net Income
for such period, (h) non-recurring charges and expenses to the extent added back to Consolidated
Net Income in the calculation of Consolidated Adjusted EBITDA during such period pursuant to
clauses (g) and (i) of the definition thereof; (i) any amounts included in the determination of
Consolidated Adjusted EBITDA during such period pursuant to the proviso in the first sentence of
the definition of Consolidated Adjusted EBITDA; (j) corporate expense to the extent added back to
Consolidated Net Income in the calculation of Consolidated Adjusted EBITDA during such period
pursuant to clause (h) of the definition thereof, and (k) total pre-opening and development expense
to the extent added back to Consolidated Net Income in the calculation of Consolidated Adjusted
EBITDA; provided that no costs, expenses or other charges related to the Excluded Casinos not
permitted by this Agreement shall be deductible from Consolidated Excess Cash Flow, (l) any
non-cash items (including non-cash corporate expenses) to the extent added back to Consolidated Net
Income in the calculation of Consolidated Adjusted EBITDA during such period pursuant to clause (l)
of the definition of Consolidated Adjusted EBITDA, (m) royalty payments to the extent added back to
Consolidated Net Income in the calculation of Consolidated Adjusted EBITDA during such period
pursuant to clause (k) of the definition of Consolidated Adjusted EBITDA and (n) additional amounts
payable pursuant to subsection 2.7C to the extent excluded from the calculation of
Consolidated Net Income.


 


17









 





“Consolidated Interest Coverage Ratio” means, as of any Quarterly Date, the ratio computed for
the period consisting of the Fiscal Quarter as to which such Quarterly Date relates and each of the
three immediately preceding full Fiscal Quarters of (a) Consolidated Adjusted EBITDA (for all such
Fiscal Quarters) to (b) the sum (for all such Fiscal Quarters or annualized as set forth in the
next sentence) of, without duplication, (i) Consolidated Net Interest Expense and (ii) capitalized
interest to the extent paid in cash during such period. For all periods prior to the Fiscal Quarter
ending December 31, 2012, Consolidated Net Interest Expense shall be annualized and calculated on
the basis of one, two or three full Fiscal Quarters, as applicable, multiplied by 4, 2 or 4/3
respectively.



“Consolidated Interest Expense” means, for any period, total interest expense (including that
portion attributable to Capital Leases in accordance with GAAP but excluding (x) capitalized
interest, (y) payment-in-kind interest and (z) additional amounts payable by the Borrower pursuant
to subsection 2.7C of this Agreement) of the Company and each other Loan Party on a consolidated
basis with respect to all outstanding Indebtedness of the Company and each other Loan Party (other
than non-cash interest on Permitted Subordinated Indebtedness), including all commissions,
discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance
financing and net costs under Hedging Agreements, but excluding, however, amortization of debt
issuance costs and deferred financing fees including any amounts referred to in subsection 2.3
payable to the Agents or Lenders, and any fees and expenses payable to the Agents or Lenders in
connection with this Agreement, in each case, on or prior to the Closing Date. To the extent an
Excluded Subsidiary is converted to a Restricted Subsidiary during any relevant period,
Consolidated Interest Expense shall include the Consolidated Interest Expense of such Restricted
Subsidiary on a pro forma basis since the beginning of such relevant period. For purposes of the
foregoing, interest expense of the Company and the other Loan Parties shall be determined after
giving effect to any net payments made (including any financing costs calculated in accordance with
GAAP) or received by such Persons with respect to Hedging Agreements, including the effect of any
interest rate cap obtained by such Person.



“Consolidated Interest Income” means, in any period, total interest income of the Company and
the Loan Parties on a consolidated basis on any Cash, Cash Equivalents or other investments. To
the extent an Excluded Subsidiary is converted to a Restricted Subsidiary during any relevant
period, Consolidated Interest Income shall include the Consolidated Interest Income of such
Restricted Subsidiary on a pro forma basis since the beginning of such relevant period.



“Consolidated Leverage Ratio” means, as of any date, the ratio of (a) Consolidated Total Debt
outstanding on such date to (b) Consolidated Adjusted EBITDA computed for the period consisting of,
if such date is a Quarterly Date, the Fiscal Quarter ending on such date and each of the three
immediately preceding Fiscal Quarters, or if such date is not a Quarterly Date, the four full
Fiscal Quarters most recently ended.


 


18









 





“Consolidated Net Income” means, for any period, the net income (or loss) of the Company and
each other Loan Party on a consolidated basis for such period taken as a single accounting period
determined in conformity with GAAP and before any reduction in respect of preferred stock
dividends; provided that there shall be excluded, without duplication, (a) the income (or
loss) of any Person (other than a Restricted Subsidiary), except to the extent of the amount of
dividends or other distributions actually paid to the Company or any other Loan Party by such
Person during such period (but net of any applicable taxes payable in connection therewith), (b)
the income (or loss) of any Person accrued prior to the date it is merged into or consolidated with
the Company or any other Loan Party or that Person’s assets are acquired by the Company or any
other Loan Party, (c) the income (or loss) of VOL until the first full fiscal quarter after the VOL
Casino Hotel Resort Opening Date, (d) any after-tax gains or losses attributable to (i) Asset
Sales, (ii) returned surplus assets of any Pension Plan or (iii) the disposition of any Securities
or the extinguishment of any Indebtedness of any Loan Party, (e) all income (or loss) generated by
an Excluded Casino, (f) the effect of non-cash accounting adjustments resulting from a change in
the tax status of a flow-through tax entity to a “C-corporation” or other entity taxed similarly,
(g) any net extraordinary gains or net extraordinary losses, and (h) amortization or charges
associated with any refinancing (including the Refinancing and Investments described in clause (i)
of the definition of “VOL Investment”), (i) any premiums, costs, amortization and charges
associated with (x) the incurrence of the Facilities and (y) any amendments, modifications or
supplements to any agreement relating to Indebtedness (including the Loan Documents) and (j)
additional amounts payable by the Borrower pursuant to subsection 2.7C of this Agreement;
provided, further, that no effect shall be given to any non-cash minority interest
in any Loan Party permitted hereunder for purposes of computing Consolidated Net Income.



“Consolidated Net Interest Expense” means, for any period, Consolidated Interest Expense after
deducting any Consolidated Interest Income for such period.



“Consolidated Total Debt” means, as at any date of determination, the aggregate stated balance
sheet amount of all Indebtedness of the Company and each other Loan Party (other than any
Shareholder Subordinated Indebtedness and Indebtedness and the guarantees thereof incurred pursuant
to subsection 7.1(xiii)), determined on a consolidated basis in accordance with GAAP.



“Consolidated Working Capital” means, as at any date of determination, the excess of
Consolidated Current Assets over Consolidated Current Liabilities.



“Consolidated Working Capital Adjustment” means, for any period on a consolidated basis, the
amount (which may be a negative number) by which Consolidated Working Capital as of the beginning
of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.


 


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“Contingent Obligation”, as applied to any Person, means any direct or indirect liability,
contingent or otherwise, of that Person (a) with respect to any Indebtedness, lease, dividend or
other obligation of another if the primary purpose or intent thereof by the Person incurring the
Contingent Obligation is to provide assurance to the obligee of such obligation of another that
such obligation of another will be paid or discharged, or that any agreements relating thereto will
be complied with, or that the holders of such obligation will be protected (in whole or in
part) against loss in respect thereof, (b) with respect to any letter of credit issued for the
account of that Person or as to which that Person is otherwise liable for reimbursement of
drawings, or (c) under Hedging Agreements. Contingent Obligations shall include (a) the direct or
indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of
business), co-making, discounting with recourse or sale with recourse by such Person of the
obligation of another, (b) the obligation to make take-or-pay or similar payments if required
regardless of non-performance by any other party or parties to an agreement, and (c) any liability
of such Person for the obligation of another through any agreement (contingent or otherwise) (i) to
purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide
funds for the payment or discharge of such obligation (whether in the form of loans, advances,
stock purchases, capital contributions or otherwise) or (ii) to maintain the solvency or any
balance sheet item, level of income or financial condition of another if, in the case of any
agreement described under subclauses (i) or (ii) of this sentence, the primary purpose or intent
thereof is as described in the preceding sentence. The amount of any Contingent Obligation shall
be equal to the amount of the obligation so guaranteed or otherwise supported or, if less, the
amount to which such Contingent Obligation is specifically limited. Notwithstanding the foregoing,
Contingent Obligations shall not include any surety bonds for claims underlying mechanics liens and
any reimbursement obligations with respect thereto so long as such reimbursement obligations are
not then due or are promptly paid when due.



“Contract Consents” means the consents, executed by the applicable Loan Party and third party,
to the collateral assignment by the Loan Parties of the Material Contracts (other than the Gaming
Concession Contract, any Land Concession Contract, or any Site 3 Agreement), as required by the
terms of the Loan Documents, substantially in the form of Schedule B to the Assignment of Rights or
otherwise in form and substance reasonably satisfactory to the Administrative Agent, provided that
with respect to each hotel management agreement and franchise agreement (that is a Material
Contract) with a Person that is not an Affiliate of the Borrower, SCL or the Parent, the Contract
Consent shall also be executed by the Administrative Agent and shall contain “non-disturbance”
provisions for the benefit of the manager that are reasonably satisfactory to the Administrative
Agent.



“Contractual Obligation” means, as applied to any Person, any provision of any Security issued
by that Person or of any material indenture, mortgage, deed of trust, contract, undertaking,
agreement or other instrument to which that Person is a party or by which it or any of its
properties is bound or to which it or any of its properties is subject.



“Conversion/Continuation Notice” means a notice substantially in the form of Exhibit
B-3 annexed hereto delivered to the Administrative Agent pursuant to subsection 2.2D with
respect to a proposed conversion or continuation of the applicable basis for determining the
interest rate with respect to the Loans specified therein.



“Co-Syndication Agents” is defined in the preamble.



“Cotai” means the area of reclaimed land between the islands of Taipa and Coloane in Macau
SAR.


 


20









 





“Cotai Plan” means the plan for the development of the Cotai Strip submitted to Macau SAR, the
current form of which as of the date hereof is set forth in the diagram attached as Exhibit
P showing the approximate placement of the land parcels along the Cotai Strip as designated by
Macau SAR, as such Plan may be modified in a non-material manner from time to time upon notice of
any such modification to the Administrative Agent.



“Cotai Strip” means the land located at Cotai in Macau SAR.



“Cotai Strip Infrastructure Project” means the construction (at the Cotai Subsidiary’s cost)
(but not ownership, as Macau SAR will own such infrastructure) by the Company or the Cotai
Subsidiary of certain public infrastructure (and related reclamation) at or adjacent to the Cotai
Strip to support the development of the Cotai Strip.



“Cotai Subsidiary” means Venetian Cotai Limited, a Macau corporation.



“Credit Agreement Refinancing Indebtedness” means any (a) Permitted Pari Passu Secured
Refinancing Debt, (b) Permitted Junior Secured Refinancing Debt, (c) Permitted Unsecured
Refinancing Debt or (d) Indebtedness incurred or Other Commitments obtained pursuant to a
Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of
the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or
refinance, in whole or part, existing Loans or Commitments (including any successive Credit
Agreement Refinancing Indebtedness, any Other Loans and Other Commitments, any New Term Loan
Commitments, New Term Loans, New Revolving Loan Commitments and New Revolving Loans) (“Refinanced
Debt”); provided that (i) such exchanging, extending, renewing, replacing or refinancing
Indebtedness is in an original aggregate principal amount not greater than the aggregate principal
amount of the Refinanced Debt except by an amount equal to (x) interest (including interest
paid-in-kind or otherwise compounding the principal amount of such Indebtedness) and premium
(including tender premium) plus (y) upfront fees and original issue discount, if any, plus (z)
other fees and expenses or other amounts paid, in each case with respect to or in connection with
such exchanging, extending, renewing, replacing or refinancing Indebtedness, (ii) such Indebtedness
has a maturity equal to or later than, and, except in the case of revolving loans, a weighted
average life to maturity equal to or greater than, the Refinanced Debt at the time of such
refinancing, and (iii) unless such Credit Agreement Refinancing Indebtedness is incurred solely by
means of extending or renewing the existing Refinanced Debt without resulting in any net proceeds,
such Refinanced Debt (other than any contingent obligations not then due and owing) shall be
repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any)
in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness
is issued, incurred or obtained.



“Credit Extension” means, as the context may require, (a) the making of a Loan by a Lender or
(b) the issuance of any Letter of Credit, or the extension of any expiration date of any existing
Letter of Credit, by the Issuing Lender of such Letter of Credit.



“CS” is defined in the preamble.



“CS Securities” is defined in the preamble.


 


21









 





“CS Singapore” is defined in the preamble.



“DBS” is defined in the preamble.



“Default Excess” means, with respect to any Funds Defaulting Lender, the excess, if any, of
such Defaulting Lender’s Pro Rata Share of the aggregate outstanding principal amount of Loans of
all Lenders (calculated as if all Funds Defaulting Lenders (including such Funds Defaulting Lender)
had funded all of their respective Defaulted Loans) over the aggregate outstanding principal amount
of all Loans of such Funds Defaulting Lender.



“Default Period” means, (x) with respect to any Funds Defaulting Lender, the period commencing
on the date that such Lender became a Funds Defaulting Lender and ending on the earliest of: (i)
the date on which all Commitments are cancelled or terminated and/or the Obligations are declared
or become immediately due and payable, (ii) the date on which (a) the Default Excess with respect
to such Defaulting Lender shall have been reduced to zero (whether by the funding by such
Defaulting Lender of any Defaulted Loans of such Defaulting Lender or by the non-pro rata
application (in accordance with subsection 2.12) of any voluntary or mandatory prepayments of the
Loans in accordance with the terms of subsection 2.4B(i) or subsection 2.4B(iv) or by a combination
thereof) or such Defaulting Lender shall have paid all amounts due from it under subsection 9.4, as
the case may be, and (b) such Defaulting Lender shall have delivered to Borrower and Administrative
Agent a written reaffirmation of its intention to honor its obligations hereunder with respect to
its Commitments, and (iii) the date on which Borrower, Administrative Agent and Requisite Lenders
waive all failures of such Defaulting Lender to fund or make payments required hereunder in
writing; and (y) with respect to any Insolvency Defaulting Lender, the period commencing on the
date such Lender became an Insolvency Defaulting Lender and ending on the earliest of the following
dates: (i) the date on which all Commitments are cancelled or terminated and/or the Obligations are
declared or become immediately due and payable and (ii) the date that such Defaulting Lender ceases
to hold any portion of the Loans or Commitments.



“Defaulted Loan” means any Revolving Loan or Term Loan or portion of any unreimbursed payment
under subsection 2.10D or 3.3C not made by any Lender when required thereunder.



“Defaulting Lender” means any Funds Defaulting Lender or Insolvency Defaulting Lender.



“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings
and loan association, credit union or like organization, other than an account evidenced by a
negotiable certificate of deposit.



“Dollar Equivalent” shall mean, on any date of determination, (a) with respect to any amount
denominated in Dollars, such amount, and (b) with respect to any amount denominated in any other
currency, the equivalent in Dollars of such amount, determined by the Administrative Agent either
(i) pursuant to Section 1.4 using the Exchange Rate at the time in effect under the provisions of
such Section 1.4 or, (ii) if explicitly specified herein, using the applicable Closing FX Rate.


 


22









 





“Dollars”, “USD” and the sign “$” mean the lawful money of the United States.



“Easement” means any easement appurtenant, easement in gross, license agreement or other right
running for the benefit of any Loan Party, any Project, or appurtenant to any Site which benefits
or burdens a Project.



“Eligible Affiliate Purchaser” means the Borrower or any of its Affiliates.



“Eligible Assignee” means (a) (i) a commercial bank organized under the laws of the United
States or any state thereof; (ii) a savings and loan association or savings bank organized under
the laws of the United States or any state thereof; (iii) a finance company, insurance company,
bank or other financial institution or fund that is engaged in making, purchasing or otherwise
investing in commercial loans in the ordinary course of its business; and (iv) any other Person
which is an “accredited investor” (as defined in Regulation D under the Securities Act) which
(other than an Eligible Affiliate Purchaser) extends credit or buys loans in the ordinary course
including insurance companies, mutual funds and lease financing companies; (b) any Approved Fund;
(c) any Lender and any Affiliate of any Lender; and (d) an Eligible Affiliate Purchaser;
provided that, except as contemplated by subsection 10.1I and the immediately following
parenthetical, no Loan Party shall be an Eligible Assignee (it being understood that (i) any
Affiliate of the Company (but not the Company or any of its Subsidiaries) may acquire up to 10% of
the Term Loans by assignment or otherwise (exclusive of any Term Loans acquired by the Borrower or
its Affiliates pursuant to subsection 10.1I) and (ii) any such purchases by Affiliates of the
Company, together with purchases of the Term Loans by Eligible Affiliate Purchasers pursuant to
subsection 10.1I shall not exceed an aggregate amount equal to 20% of the Term Loans);
provided further that (in the case of clauses (i), (ii) and (iii) below) so long as
no Event of Default shall have occurred and be continuing, no (i) Person that owns or operates a
casino or other gaming operation located in Singapore, Macau SAR, the United Kingdom or the States
of Nevada, New Jersey, Pennsylvania or Michigan or any other jurisdiction in which Parent or any of
its Subsidiaries has obtained or applied for a gaming license (or is an Affiliate of such a Person)
(provided that a passive investment constituting less than 10% of the common stock of any
such casino or other gaming operation shall not constitute ownership thereof for the purposes of
this definition), (ii) Person that owns or operates a trade show, convention, exhibition or
conference center in Singapore, Macau SAR, the United Kingdom or Las Vegas or Clark County, Nevada,
or the States of New Jersey, Pennsylvania or Michigan, or any other jurisdiction in which the
Parent or any of its Subsidiaries owns, operates or is developing a convention, trade show,
conference center or exhibition facility (or an Affiliate of such a Person) (provided that
a passive investment constituting less than 10% of the common stock of any such casino or trade
show, convention, exhibition and conference center facility shall not constitute ownership for the
purpose of this definition), (iii) union pension fund (provided that any intermingled fund
or managed account which has as part of its assets under management the assets of a union pension
fund shall not be disqualified from being an Eligible Assignee hereunder so long as the manager of
such fund is not controlled by a union or a union does not own 10% or more of the assets of such
fund), or (iv) Defaulting Lender shall be an Eligible Assignee (but, for the avoidance of doubt,
any Affiliates of such Defaulting Lender that are not themselves Defaulting Lenders shall be
Eligible Assignees), and provided further that no Person denied an approval or a
license, or found unsuitable under the Nevada Gaming Laws or any other applicable gaming laws
applicable to Lenders shall be an Eligible Assignee. Notwithstanding the



 


23









 






foregoing, clauses (i) and (ii) of the second proviso of the immediately preceding sentence
shall not apply to the Arrangers; provided, however, that in the event that the
Borrower determines that any such Lender and its Affiliates have investments of not less than, in
the aggregate, 25% of (a) the voting Securities (or any Securities that are convertible into voting
Securities) of any single casino or gaming operation in the case of clause (i), (b) the voting
Securities (or any Securities that are convertible into voting Securities) of any single casino or
trade show, convention, exhibition or conference center in the case of clause (ii) or (c) the
assets of any single union pension fund in the case of clause (iii), then the Borrower may notify
such Lender in writing of such determination (together with reasonable evidence supporting such
determination) and thereafter, so long as the same remains the case, such Lender and its Affiliates
shall cease to be Eligible Assignees for the purpose of any future assignments of any Loans or
Commitments; provided that (x) such Lender and its Affiliates may continue to maintain
their Loans and Commitments as of the date of receipt of such notice from the Borrower and (y) such
Lender and its Affiliates may continue to assign such Loans and Commitments to each other.
Notwithstanding the foregoing, the Borrower may in its sole and absolute discretion waive the
restrictions set forth in clauses (i), (ii) and (iii) of the second proviso of the sentence
preceding the immediately preceding sentence, and/or the restrictions set forth in the immediately
preceding sentence, as to any Person that would otherwise be an Eligible Assignee by notifying the
Administrative Agent in writing of such waiver.



“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA
which is or was maintained or contributed to by the Company or any of its Subsidiaries or any of
their respective ERISA Affiliates.



“Enforcement Notice” is defined in Section 8.



“Environmental Assessment” means, collectively (i) the Environmental Assessment (VML), (ii)
the Environmental Assessment (VOL), and (iii) any future Environmental Assessments or Equator
Principles Review Reports prepared pursuant to the terms of this Agreement.



“Environmental Assessment (VML)” means (i) that certain Environmental Assessment dated as of
December 2005 and (ii) that certain Equator Principles Review Report dated as of December 2005,
each prepared by ERM in respect of the Projects other than the VOL Casino Hotel Resort Project, the
Cotai Strip Infrastructure Project and Other Resort Projects.



“Environmental Assessment (VOL)” means that certain Environmental Audit Report dated as of
December 4, 2009 prepared by ERM in respect of the VOL Casino Hotel Resort Project.



“Environmental Claim” means any investigation, notice, notice of violation, claim, action,
suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise),
by any Government Instrumentality or any other Person, arising (a) pursuant to or in connection
with any actual or alleged violation of any Environmental Law, (b) in connection with any Hazardous
Materials or any actual or alleged Hazardous Materials Activity, or (c) in connection with any
actual or alleged damage, injury, threat or harm to natural resources or the environment.


 


24









 






“Environmental Laws” means any and all applicable current or future statutes, ordinances,
orders, rules, regulations, binding guidance documents, judgments, Permits, international and
transnational treaties or legislation (including without limitation, the Equator Principles (as the
same exist as of the date of this Agreement (subject to subsection 6.7A(ii)) and any other such
treaties or legislation identified as applicable in the Environmental Assessment), or any other
applicable requirements of any Government Instrumentalities relating to (a) environmental matters,
including those relating to any Hazardous Environmental Activity, (b) the generation, use, storage,
transportation or disposal of Hazardous Materials, or (c) occupational safety and health or
industrial hygiene, in any manner applicable to the Company or any of its Subsidiaries or any of
their Properties, including without limitation Macau Environmental Law (Law No. 2/91/M), Law on
Aquatic Property (Law No. 6/86M), the Regulation on Noise Pollution Control (Decree Law No.
54/94/M), Regulation on Control of and Reduction on Use of Chemicals that would affect the Ozone
Layer (Decree Law No. 62/95), Regulations on Approval for List of Ozone-Depletion Chemical
Materials (Dispatch No. 78/GM/95), Regulation on Water Supply and Discharge in Macau (Decree Law
No. 46/96/M), Regulation on Marine Pollution (Decree Law No. 35/97/M), General Regulation regarding
Public Areas (Administrative Regulation No. 28/2004), Regulation on Solid Waste and Hygiene in
Macau City, Designation of an Environmental Protection Zone on Coloane Island (Decree Law No.
33/81/M), Regulation on Protection of Building, Landscape and Cultural Property (Decree Law No.
56/84/M), Regulation on Prevention of Pollution Criminal (Macau Criminal Code approved by Decree
Law No. 58/95/M), Regime of Tobacco Prevention and Control (Law No. 5/2011), each as amended or
supplemented, any analogous present or future state or local statutes, laws, and any regulations
promulgated pursuant to any of the foregoing.



“Environmental Mitigation Plan” means (i) that certain Environmental Mitigation Plan prepared
by ERM, dated as of December 2005, and a part of the Environmental Assessment (VML), and (ii) that
certain Environmental Management Plan prepared by ERM, dated as of November 11, 2009 and a part of
the Environmental Assessment (VOL).



“Equator Principles” means those certain principles and standards (including the preamble,
materials incorporated by reference and exhibits thereto) voluntarily adopted by certain banks and
other financial institutions, all as set forth more fully at

www.equator-principles.com/principles.shtml, as the same exist on the date of this
Agreement, including without limitation, the following IFC guidelines, policies and handbooks:
Environmental, Health, and Safety General Guidelines (April 30, 2007) and Environmental, Health,
and Safety Guidelines for Tourism and Hospitality Development (April 30, 2007), to the extent
properly determined to be applicable to the Project by an Environmental Assessment.



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and any successor thereto.


 


25









 





“ERISA Affiliate” means, as applied to any Person, (a) any corporation which is a member of a
controlled group of corporations within the meaning of Section 414(b) of the Code of which that
Person is a member; (b) any trade or business (whether or not incorporated) which is a member of a
group of trades or businesses under common control within the meaning of Section 414(c) of the Code
of which that Person is a member; and (c) any member of an affiliated service group within the
meaning of Section 414(m) or (o) of the Code of which that
Person, any corporation described in clause (a) above or any trade or business described in
clause (b) above is a member. Any former ERISA Affiliate of the Company or any of its Subsidiaries
shall continue to be considered an ERISA Affiliate of the Company or such Subsidiary within the
meaning of this definition with respect to the period such entity was an ERISA Affiliate of the
Company or such Subsidiary and with respect to liabilities arising after such period for which
Company or such Subsidiary could be liable under the Code or ERISA.



“ERISA Event” means (a) a “reportable event” within the meaning of Section 4043 of ERISA and
the regulations issued thereunder with respect to any Pension Plan (excluding those for which the
provision for 30-day notice to the PBGC has been waived by regulation); (b) the failure to meet the
minimum funding standard of Section 412 of the Code with respect to any Pension Plan (whether or
not waived in accordance with Section 412(c) of the Code) or the failure to make by its due date a
required installment under Section 430(j) of the Code with respect to any Pension Plan or the
failure to make any required contribution to a Multiemployer Plan; (c) the provision by the
administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to
terminate such plan in a distress termination described in Section 4041(c) of ERISA; (d) the
withdrawal by the Company or any of its Subsidiaries or any of their respective ERISA Affiliates
from any Pension Plan with two or more contributing sponsors or the termination of any such Pension
Plan resulting in liability pursuant to Section 4063 or 4064 of ERISA; (e) the institution by the
PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition
which might constitute grounds under ERISA for the termination of, or the appointment of a trustee
to administer, any Pension Plan; (f) the imposition of liability on the Company or any of its
Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of
ERISA or by reason of the application of Section 4212(c) of ERISA; (g) the withdrawal of the
Company or any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or
partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer
Plan if there is any potential liability therefor, or the receipt by the Company or any of its
Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that
it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends
to terminate or has terminated under Section 4041A or 4042 of ERISA; (h) the occurrence of an act
or omission which could give rise to the imposition on the Company or any of its Subsidiaries or
any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under
Chapter 43 of the Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA
in respect of any Employee Benefit Plan; (i) the assertion of a material claim (other than routine
claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the
assets thereof, or against the Company or any of its Subsidiaries or any of their respective ERISA
Affiliates in connection with any Employee Benefit Plan; (j) receipt from the PBGC of notice of the
failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under
Section 401(a) of the Code) to qualify under Section 401(a) of the Code, or the failure of any
trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a)
of the Code; or (k) the conditions for imposition of a Lien pursuant to Section 430(k) of the Code
or Section 303(k) of ERISA with respect to any Pension Plan.



“ERM” means Environmental Resources Management.


 


26









 





“Eurodollar Rate Loans” means Loans bearing interest at rates determined by reference to the
Adjusted Eurodollar Rate as provided in subsection 2.2A.



“Eurodollar Rate Reserve Percentage” for any Interest Period for all Eurodollar Rate Loans
comprising part of the same Borrowing means the reserve percentage applicable two Business Days
before the first day of such Interest Period under regulations issued from time to time by the
Board of Governors of the Federal Reserve System (or any successor) for determining the maximum
reserve requirement (including, without limitation, any emergency, supplemental or other marginal
reserve requirement) for a member bank of the Federal Reserve System in New York City with respect
to liabilities or assets consisting of or including eurocurrency liabilities (or with respect to
any other category of liabilities that includes deposits by reference to which the interest rate on
Eurodollar Rate is determined) having a term equal to such Interest Period.



“Event of Default” is defined in Section 8.



“Event of Loss” means, with respect to any Collateral (whether a tangible or intangible asset,
or real or personal property), any of the following: (a) any loss, destruction or damage of such
property or asset; (b) any actual condemnation, seizure or taking by exercise of the power of
eminent domain or otherwise of such property or asset, or confiscation of such property or asset or
the requisition of the use of such property or asset; or (c) any settlement in lieu of clause (b)
above.



“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).



“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and
any successor statute.



“Exchange Rate” shall mean the best spot rate of exchange available to the Administrative
Agent using commercially reasonable efforts as between any two currencies on a particular date,
which determination shall be conclusive absent manifest error; provided that upon the request of
the Company, the Administrative Agent will provide the Company with appropriate documentation
demonstrating the exchange rates received by the Administrative Agent with respect to the
applicable transaction; and provided, further, however, that with respect to the
calculation of outstanding amounts (including with respect to funding or repayment) under Swingline
Loans and Letters of Credit denominated in HK Dollars or Patacas, the reference Exchange Rate shall
be determined as follows: (a) with respect to HK Dollars, the appropriate forward HKD/USD spot rate
determined by the Administrative Agent (acting reasonably), which determination shall be conclusive
absent manifest error, and (b) with respect to Patacas, the appropriate forward MOP/HKD spot rate
determined by the Administrative Agent (acting reasonably), which determination shall be conclusive
absent manifest error. For example, assume that on a determination date the two-day HKD/USD
forward spot rate determined by the Administrative Agent is 7.7823, and the two-day MOP/HKD forward
spot rate
determined by the Administrative Agent for that date shows MOP/HKD at 1.030. Thus the
applicable reference rate for MOP/USD would be calculated to be 7.7823 x 1.0300 = 8.0158.


 


27









 





“Excluded Bank Accounts” means segregated bank accounts of the Company into which only revenue
associated with the operation of the Excluded Casinos by the Company on behalf of the Additional
Development Excluded Subsidiaries is deposited.



“Excluded Casino” means the casino or gaming space in, or to be developed in any Additional
Development, which casino or gaming space, subject to the terms and conditions set forth herein,
will be owned and operated by the Company.



“Excluded Casino Interest” means, prior to the time any Additional Development becomes an
asset of a Loan Party in accordance with the terms hereof, the interest of any Loan Party in the
Excluded Casino, the gaming assets located therein and, to the extent deposited in Excluded Bank
Accounts, the Net Casino Cash Flow therefrom.



“Excluded Subsidiary” means (i) Cotai Strip Lot 7 & 8 Development Limited, Cotai Ferry Company
Limited, Venetian Travel Limited, Venetian Retail Limited, Cotai Retail Concepts Limited, Venetian
Cotai Hotel Management Limited, Sands Venetian Security Limited, and Cotai Strip Lot 2 Apart Hotel
(Macau) Limited, each a Macau corporation, (ii) Zhuhai Cotai Logistics Hotel Services Co., Ltd. and
Zhuhai Cotai Information Services Outsourcing Co., Ltd., each a wholly foreign owned enterprise
company organized under the laws of the People’s Republic of China, (iii) Venetian Macao Finance
Company, a Cayman Islands company, (iv) the Additional Development Excluded Subsidiaries, if any,
for so long as such Subsidiaries have not been designated as Restricted Subsidiaries pursuant to
the terms hereof, (v) any Subsidiary that is designated as an Excluded Subsidiary by the Company as
provided in the next sentence, and (vi) any Subsidiary of an Excluded Subsidiary. So long as such
designation would not result in a Potential Event of Default or Event of Default occurring and
continuing, the Company may designate any Subsidiary (including any Subsidiary acquired or formed
after the date hereof) to be an Excluded Subsidiary by providing written notice of such designation
to the Administrative Agent; provided that neither such Subsidiary nor any of its
Subsidiaries may (i) own any capital stock or Indebtedness of, or own or hold any Lien on any
property or assets of any kind of, the Company or any Restricted Subsidiary of the Company that is
not a Subsidiary of the Subsidiary to be so designated, (ii) be liable with respect to any
Contingent Obligations for, or create, incur, assume or otherwise permit any Lien on or with
respect to any of its properties or assets of any kind to secure, any Indebtedness of any other
Person (other than another Excluded Subsidiary) or (iii) except as contemplated by subsection
7.10(xxiii), participate, or be expected to participate, in any material respect, in the
development, construction, operation or maintenance of any Project (other than the initial
development of a Casino Operation Project to be located within an Other Resort Project being
developed by such a Subsidiary).


 


28









 





“Excluded Taxes” means (A) net income taxes and franchise taxes imposed in lieu of net income
taxes, in each case imposed on the Administrative Agent or any Lender as a result of a present or
former connection between the Administrative Agent or such Lender and the jurisdiction of the
Governmental Instrumentality imposing such tax or any political subdivision or taxing authority
thereof or therein (other than any such connection arising from the
Administrative Agent’s or such Lender’s having executed, delivered or performed its
obligations or received a payment under, or enforced, this Agreement or any other Loan Document),
(B) any taxes that would not have been imposed but for such Lender’s failure to comply with the
requirements of subsection 2.7B(iii), (C) any withholding taxes imposed on amounts payable to a
Lender at the time such Lender becomes a party to this Agreement, except to the extent that such
Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts
from the Borrower with respect to such Included Taxes pursuant to subsection 2.7B(i) of this
Agreement or (D) any taxes imposed under FATCA.



“Existing Credit Agreement” means that certain Credit Agreement dated as of May 25, 2006 among
VML US Finance LLC, as borrower, Venetian Macau Limited, as the company, each other loan party, the
Bank of Nova Scotia, as administrative agent, Banco Nacional Ultramarino, S.A. and Sumitomo Mitsui
Banking Corporation as co-documentation agents, Goldman Sachs Credit Partners L.P., Lehman Brothers
Inc. and Citigroup Global Markets, Inc. or their respective affiliates, collectively, as
co-syndication agents, joint lead arrangers and joint bookrunners, and each of the other agents and
arrangers from time to time party thereto and the financial institutions from time to time party
thereto, as the same has been and may be amended, amended and restated, supplemented, or otherwise
modified from time to time.



“Expiration Time” with respect to any Offer, as defined in the applicable Offer Documents.



“Facilities” means the Term Loan Facility, the Revolving Credit Facility, any New Term Loan
Facility and any New Revolving Loan Facility.



“FATCA” means sections 1471 through 1474 of the Code and any regulations (whether temporary or
proposed) that are issued thereunder or official governmental interpretations thereof.



“FDIC” means the Federal Deposit Insurance Corporation.



“Federal Funds Effective Rate” means, for any period, a fluctuating interest rate equal for
each day during such period to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is
a Business Day, the average of the quotations for such day on such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing selected by the
Administrative Agent.



“Fee Letters” means (i) the Fee Letter dated July 25, 2011, among the Company and the
Arrangers, (ii) the Administrative Agent’s Fee Letter, and (iii) the Collateral Agent’s Fee Letter.



“FF&E Deposit Loans” means any Loans the proceeds of which are applied to fund advances or
deposits with respect to assets that later become Specified FF&E.



“FF&E Documents” means the credit agreement or other similar document governing any FF&E
Facility, and any intercreditor agreement related to any FF&E Facility.


 


29









 





“FF&E Facility” means any credit facility, vendor financing, mortgage financing, purchase
money obligation, capital lease or similar arrangement incurred to finance or refinance Specified
FF&E pursuant to subsection 7.1(xi), (xvi) or 7.1(xviii)(c).



“Financial Institution” means, collectively (i) any financial institution listed on Schedule
1A, in its capacity as “Financial Institution” under a US Collateral Account Agreement, any Hong
Kong Collateral Account Agreement and any Macau Collateral Account Agreement and (ii) any other
financial institution from time to time party to a Collateral Account Agreement.



“Financial Plan” is defined in subsection 6.1(xiii).



“First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement
substantially in the form of Exhibit V among the Administrative Agent, the Collateral Agent and one
or more Senior Representatives for holders of Permitted Pari Passu Secured Refinancing Debt, with
such modifications thereto as the Administrative Agent may reasonably agree.



“First Priority” means, with respect to any Lien created in any Collateral pursuant to any
Collateral Document, that such Lien is the only Lien (other than Permitted Liens, which Liens are
not senior to, or pari passu with the Liens in favor of the Secured Parties unless specifically
permitted to have a higher or same priority in the definition of Permitted Liens or which are given
such priority by operation of law) to which such Collateral is subject.



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



“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.



“Fiscal Year” means the fiscal year of the Borrower ending on December 31 of each calendar
year.



“Fitch” means Fitch, Inc., or any successor thereto, and if such Person shall for any reason
no longer perform the function of a securities rating agency, Fitch shall be deemed to refer to any
other rating agency designated by the Borrower with the written consent of the Administrative Agent
(such consent not to be unreasonably withheld or delayed).



“Floating Charge” means each Floating Charge, substantially in the form of Exhibit E-1-I,
Exhibit E-1-II or Exhibit E-1-III, as applicable, executed by the applicable Loan Party in favor of
the Collateral Agent.



“Foreign Corrupt Practices Act” means the Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§
78dd-1, et seq.), as amended.



“Foreign Security Agreements” means each Mortgage, each Land Security Assignment, each
Assignment of Rights, the Pledge Over Gaming Equipment and Utensils, each Macau Collateral Account
Agreement, each Assignment of Insurances, each Pledge over Intellectual Property Rights, each Power
of Attorney, the Livranças, the Livranças Side Letter, each Floating Charge, each Hong Kong
Collateral Account Agreement and all other instruments or documents governed by the laws of a
jurisdiction other than the United States or any subdivision thereof,
delivered by a Loan Party pursuant to any of the Loan Documents in order to grant to the
Collateral Agent, on behalf of the Secured Parties, a Lien (or to perfect such Lien) on any
Collateral as security for the Obligations.


 


30









 





“Four Seasons Macao Casino” means the operation and maintenance by the Company of gaming areas
located within the Four Seasons Macao Resort Project and the purchase of associated gaming
machines, utensils and equipment.



“Four Seasons Macao Mall” means the ownership, operation and maintenance by the Cotai
Subsidiary of a retail complex as part of the Four Seasons Macao Resort Project.



“Four Seasons Macao Operation, Maintenance and Management Agreement” means the operation,
maintenance and management agreements (together with all related and associated agreements),
entered into between the Cotai Subsidiary and Four Seasons Hotels and Resorts, Inc. or another
hotel management company reasonably satisfactory to the Administrative Agent, which provides for
the operation, maintenance and management of the Four Seasons Macao Resort Project (excluding the
Four Seasons Macao Casino, the Four Seasons Macao Mall and the Four Seasons cabaret) by Four
Seasons Hotels and Resorts, Inc. or an Affiliate thereof, or such other hotel management company.



“Four Seasons Macao Overall Project” means the Four Seasons Macao Casino, the Four Seasons
Macao Resort Project, and the Four Seasons Macao Mall; other than any such component that has been
sold in a Permitted Asset Disposition pursuant to the terms hereof.



“Four Seasons Macao Resort Project” means the ownership, operation and maintenance by the
Cotai Subsidiary of a luxury hotel complex (which may include “complementary accommodations” or
“apart hotels”) operated and maintained by Four Seasons Hotels and Resorts, Inc. (or another
comparable hotel management company reasonably satisfactory to the Administrative Agent) located on
Site 2 together with the associated park being developed in connection therewith, which Site 2 is
leased to the Cotai Subsidiary pursuant to the Venetian Macao Land Concession Contract.



“Funding Date” means the date of the funding of a Loan or the issuance of a Letter of Credit.



“Funds Defaulting Lender” means any Lender who (i) defaults in its obligation to fund any Loan
or its portion of any unreimbursed payment under subsection 2.10D, subsection 3.1C or subsection
3.3C, (ii) has notified the Borrower or the Administrative Agent in writing, or has made a public
statement, that it does not intend to comply with its obligation to fund any Loan or its portion of
any unreimbursed payment under subsection 2.10D, subsection 3.1C or subsection 3.3C or its Pro Rata
Share of any payment under subsection 9.4, (iii) has failed to confirm that it will comply with its
obligation to fund any Loan or its portion of any unreimbursed payment under subsection 2.10D,
subsection 3.1C or subsection 3.3C or its Pro Rata Share of any payment under subsection 9.4 within
three Business Days after written request for such confirmation from Administrative Agent (which
request may only be made after all conditions to funding have been satisfied); provided
that such Lender shall cease to be a Funds Defaulting



 


31









 






Lender pursuant to this clause (iii) upon
receipt of such confirmation by Administrative Agent,
or (iv) has failed to pay to Administrative Agent or any other Lender any amount (other than
its portion of any Revolving Loan or amounts required to be paid under subsection 2.10D, subsection
3.1C, subsection 3.3C or subsection 9.4 or any other amount that is de minimis) due under any Loan
Document within three Business Days of the date due, unless, in the case of clauses (i), (ii),
(iii) and (iv) above, (A) failure to pay is caused by (x) administrative or technical error; or (y)
a material disruption to those payment or communication systems or to those financial markets which
are, in each case, required to operate in order for payments to be made in connection with such
Loan, which disruption is not caused by and is beyond the control of such Lender and, in case of
each of the foregoing clauses (x) and (y), such failure to pay is not remedied within five (5)
Business Days; or (B) such amount is the subject of a good faith dispute.



“GAAP” means, subject to the limitations on the application thereof set forth in subsection
1.2, generally accepted accounting principles in the United States set forth in opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as may be approved by a significant segment of the
accounting profession in the United States.



“Galaxy” means Galaxy Casino Company Limited.



“Gaming Concession Consent” means the consent, substantially in the form of Exhibit K-1, among
Macau SAR, the Company and the Collateral Agent in respect of the Gaming Sub-Concession Contract,
as amended, supplemented or otherwise modified from time to time.



“Gaming Concession Contract” means the collective reference to (i) the Gaming Sub-Concession
Contract; (ii) the Supplements to Gaming Sub-Concession Contract; and (iii) any other amendments or
supplements to the Gaming Sub-Concession Contract and/or the Supplements to Gaming Sub-Concession
Contract.



“Gaming Concession Guaranty” means that certain Guaranty, dated as of December 18, 2002, by
BNU in favor of the Company regarding its payment obligations under the Gaming Sub-Concession
Contract.



“Gaming License” means every license, franchise or other authorization of the Company to own,
lease, operate or otherwise conduct gaming activities (including the operation of “casinos”,
“gaming areas” and “gaming spaces”) in Macau, including all such licenses and authorizations
granted pursuant to the Gaming Concession Contract, and other applicable US, Macanese, or other
federal, state, foreign or local laws.



“Gaming Sub-Concession Contract” means that certain sub-concession contract, dated December
19, 2002 (together with all amendments, supplements, modifications and all other ancillary
agreements and documents related thereto), between Galaxy and the Company.



“Global Coordinators” is defined in the preamble.



“Goldman” is defined in the preamble.


 


32









 





“Governmental Acts” is defined in subsection 3.5A.



“Governmental Instrumentality” means any national, state or local government (whether domestic
or foreign), any political subdivision thereof or any other governmental, quasi-governmental,
judicial, regulatory, public or statutory instrumentality, authority, body, agency, bureau or
entity, (including any Macau governmental official acting under authority of the Macau SAR, any
zoning authority, the Comptroller of the Currency or the Federal Reserve Board, any central bank or
any comparable authority, the Macau Gaming Authority or any other applicable gaming authorities) or
any arbitrator with authority to bind a party at law.



“Government Officials” include (i) an employee, officer or representative of, or any person
otherwise acting in an official capacity for or on behalf of (a) a national government, political
subdivision thereof, or local jurisdiction therein; (b) an instrumentality, board, commission,
court, or agency, whether civilian or military, of any of the above, however constituted; (c) a
government-owned/government-controlled association, organization, business or enterprise; or (d) a
political party; (ii) a legislative, administrative, or judicial official, regardless of whether
elected or appointed; (iii) an officer of, or individual who holds a position in, a political
party; (iv) a candidate for political office; (v) an individual who holds any other official,
ceremonial, or other appointed or inherited position with a government or any of its agencies; or
(vi) an officer or employee of a supra-national organization (e.g., the World Bank, the United
Nations, the International Monetary Fund, the Organization for Economic Co-operation and
Development).



“GSA” is defined in the preamble.



“GSLP” is defined in the preamble.



“Guarantor” means the Company and each other Loan Party other than the Borrower.



“Guaranty” means the Guaranty executed and delivered by each Guarantor substantially in the
form of Exhibit F.



“Hazardous Environmental Activity” means any past, current, proposed or threatened activity,
event or occurrence at the Properties (a) involving any Hazardous Materials, including the use,
manufacture, possession, storage, holding, presence, existence, location, Release, threatened
Release, discharge, placement, generation, transportation, processing, construction, treatment,
abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and
any corrective action or response action with respect to any of the foregoing, or (b) that has or
would reasonably be expected to have a significant adverse effect on natural resources or the
environment.


 


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“Hazardous Materials” means (a) any chemical, material or substance at any time defined as or
included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”,
“extremely hazardous waste”, acutely hazardous waste”, “radioactive waste”, “biohazardous waste”,
“pollutant”, “toxic pollutant”, “contaminant”, “restricted hazardous waste”, “infectious waste”,
“toxic substances”, or any other term or expression intended to define, list or classify substances
by reason of properties harmful to human health or the indoor or outdoor environment (including
harmful properties such as ignitability, corrosivity,
reactivity, carcinogenicity, toxicity, reproductive toxicity, “TCLP toxicity” or “EP toxicity”
or words of similar import under any applicable Environmental Laws); (b) any oil, petroleum,
petroleum fraction or petroleum derived substance; (c) any drilling fluids, produced waters and
other wastes associated with the exploration, development or production of crude oil, natural gas
or geothermal resources; (d) any flammable substances or explosives; (e) any radioactive materials;
(f) any asbestos-containing materials; (g) urea formaldehyde foam insulation; (h) electrical
equipment which contains any oil or dielectric fluid containing polychlorinated biphenyls; (i)
pesticides; and (j) any other chemical, material or substance, exposure to which is prohibited,
limited or regulated by any Governmental Instrumentality or which may or could pose a hazard to the
health of the owners, occupants or any Persons in the vicinity of any Property or to the indoor or
outdoor environment.



“Hedging Agreements” means (a) currency exchange or interest rate swap agreements, currency
exchange or interest rate cap agreements and currency exchange or interest rate collar agreements
and (b) other agreements or arrangements designed to protect against fluctuations in currency
exchange or interest rates.



“HIBOR Rate” means, for any Interest Rate Determination Date with respect to an Interest
Period for a HIBOR Rate Loan, (a) the applicable rate “displayed at or about 11:00 a.m. on the
first day of each such Interest Period on page HKABHIBOR of the Thomson Reuters Services (or such
other successor page as determined by the Administrative Agent for the purpose of displaying the
averaged Hong Kong inter-bank Hong Kong Dollar deposits offered rates of leading banks) (the
“Screen Rate”) for the same duration as the relevant Interest Period (or, if the periods are not
the same, such period, if any, as the Administrative Agent determines to be substantially the
same);” or (b) (if no such rate is available for HK Dollars or for the Interest Period for that
HIBOR Rate Loan) the arithmetic mean of the rates per annum (rounded to the nearest 1/100 of 1%) as
supplied to the Administrative Agent at its request quoted by the Reference Banks to leading banks
in the Hong Kong interbank market, at or about 11:00 a.m. (Hong Kong time) on such Interest Rate
Determination Date for the offering of deposits in HK Dollars for a period comparable to the
Interest Period for that HIBOR Rate Loan; provided that if any Reference Bank does not
notify such a rate to the Administrative Agent for any relevant period, the HIBOR Rate for such
period shall be determined on the basis of the rates notified by the other Reference Banks so long
as there is at least one Reference Bank providing such a rate.



“HIBOR Rate Loans” means Loans bearing interest at rates determined by reference to the HIBOR
Rate as provided in subsection 2.2A.



“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from
time to time may be contracted for, charged, or received under the laws applicable to any Lender
which are presently in effect or, to the extent allowed by law, under such applicable laws which
may hereafter be in effect and which allow a higher maximum nonusurious interest rate than
applicable laws now allow.



“HK Dollars” means the lawful currency of the Hong Kong Special Administrative Region of the
People’s Republic of China.


 


34









 





HKD Livrança” means that certain promissory note substantially in the form of Exhibit
E-12, regarding the HK Dollar Loans executed by the Borrower, and endorsed by each Guarantor,
in favor of the Collateral Agent.



“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of
China.



“Hong Kong Collateral Account Agreements” means that certain Collateral Account Agreement, to
be entered into among each of the Borrower, the Loan Parties and the Administrative Agent, in
substantially the form of Exhibit E-15-I.



“Hong Kong Stock Exchange” means the Stock Exchange of Hong Kong Limited.



“ICBC” is defined in the preamble.



“IFC” means the World Bank and International Finance Corporation.



“Immaterial Subsidiaries” means V-HK.



“Included Taxes” is defined in subsection 2.7B(i).



“Increased Amount Date” is defined in subsection 2.9A.



“Indebtedness”, as applied to any Person, means (a) all indebtedness for borrowed money, (b)
that portion of obligations with respect to Capital Leases that is properly classified as a
liability on a balance sheet in conformity with GAAP, (c) notes payable and drafts accepted
representing extensions of credit whether or not representing obligations for borrowed money, (d)
any obligation owed for all or any part of the deferred purchase price of property or services
(excluding any such obligations incurred under ERISA and trade payables and accruals incurred in
the ordinary course of business), and (e) all indebtedness secured by any Lien on any property or
asset owned or held and under contracts by that Person regardless of whether the indebtedness
secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that
Person. Obligations under Hedging Agreements constitute Contingent Obligations and not
Indebtedness. Additionally, Indebtedness shall not include (i) any amount of the liability in
respect of an operating lease that at such time would not be required to be capitalized and
reflected as a liability on the balance sheet in accordance with GAAP, or (ii) any surety bonds for
claims underlying mechanics liens and any reimbursement obligations with respect thereto so long as
such reimbursement obligations are not then due, or are promptly paid when due, or (iii) any
indebtedness that has been either satisfied or discharged or defeased through covenant defeasance
or legal defeasance, or (iv) for purposes of determining compliance with the covenants set forth in
subsection 7.6 and for purposes of determining the Applicable Margin pursuant to clauses (1)(b) and
(2)(b) of the definition thereof only, Indebtedness permitted by subsection 7.1(xiii) and
subsection 7.1(xvii), or (v) Indebtedness which would otherwise arise from the capitalization of
“payment-in-kind” interest that is capitalized (excluding any portion paid in cash (including by
way of contemporaneous borrowings or set-off or netting against any such contemporaneous
borrowings)) in accordance with the terms of the applicable debt instrument (and for the avoidance
of doubt, the principal amount of any Indebtedness incurred (including by way of contemporaneous
borrowings or set-off or netting against any such
contemporaneous borrowings) to pay any such interest shall not be excluded from Indebtedness
pursuant to this clause (v)), or (vi) any completion guaranties, keepwell agreements or any similar
arrangements that are customary or “market standard” in project or construction financing,
including fraud and environmental indemnities.


 


35









 





“Indemnified Liabilities” is defined in subsection 10.3A.



“Indemnitees” is defined in subsection 10.3A.



“ING” is defined in the preamble.



“Initial Amount” means $1,000,000,000.



“Initial Revolving Loan” is defined in subsection 2.1A(ii).



“Initial Revolving Loan Commitment” means the commitment of a Lender to make Initial Revolving
Loans to the Borrower pursuant to subsection 2.1A(ii).



“Initial Revolving Loan Exposure” means, with respect to any Lender as of any date of
determination (a) prior to the Revolving Loan Commitment Termination Date, that Lender’s Initial
Revolving Loan Commitment and the aggregate outstanding principal amount of the Initial Revolving
Loans made by that Lender, and (b) after the Revolving Loan Commitment Termination Date, the
aggregate outstanding principal amount of the Initial Revolving Loans of that Lender;
provided that for purposes of the foregoing clauses (a) and (b), the Initial Revolving Loan
Commitment and Initial Revolving Loans of each Revolving Loan HK Dollar Lender and each Revolving
Loan Pataca Lender shall be expressed in Dollars using the applicable Closing FX Rate.



“Initial Term Loan” is defined in subsection 2.1(A)(i).



“Initial Term Loan Commitment” means the commitment of a Lender to make Initial Term Loans to
the Borrower pursuant to subsection 2.1A(i).



“Initial Term Loan Exposure” means, with respect to any Lender as of any date of
determination, (a) prior to the Term Loan Commitment Termination Date, the sum of that Lender’s
Initial Term Loan Commitment and the aggregate outstanding principal amount of the Initial Term
Loans made by that Lender and (b) after the Term Loan Commitment Termination Date, the outstanding
principal amount of the Initial Term Loans made by that Lender; provided that, for purposes
of the foregoing clauses (a) and (b), the Initial Term Loan Commitment and Initial Term Loans of
each Term Loan HK Dollar Lender and each Term Loan Pataca Lender shall be expressed in Dollars
using the applicable Closing FX Rate.



“Insolvency Defaulting Lender” means any Lender which (i) has been (or any direct or indirect
parent of such Lender becomes) adjudicated as, or determined by any Governmental Instrumentality
having regulatory authority over such Person or its assets to be, insolvent, (ii) becomes (or any
direct or indirect parent of such Lender becomes) the subject of an insolvency, bankruptcy,
dissolution, liquidation or reorganization proceeding, or (iii) becomes (or any direct or indirect
parent of such Lender becomes) the subject of an appointment of a receiver,
intervenor, conservator, trustee, custodian, administrator, assignee for the benefit of
creditors generally or similar reason under the Bankruptcy Code or under any other applicable
bankruptcy, insolvency or similar law now or hereafter in effect; provided that (A) in the case of
(i), (ii) and (iii), all other than by way of an Undisclosed Administration; and (B) a Lender shall
not be an Insolvency Defaulting Lender solely by virtue of the ownership or acquisition by a
Governmental Instrumentality of any equity Securities in such Lender or a parent company thereof.


 


36









 





“Insurance Advisor” means Kornreich NIA or any other Person designated from time to time by
the Administrative Agent in its sole discretion (but, so long as no (x) payment Potential Event of
Default or (y) Event of Default has occurred and is continuing, subject to the reasonable approval
of the Company) to serve as the Insurance Advisor.



“Insurance Advisor’s Certificate” means a certificate in the form of Exhibit G.



“Insurance Requirements” means all material terms of any insurance policy required pursuant
hereto.



“Intercompany Contribution Agreement” means an agreement, substantially in the form of
Exhibit S, entered into by each of the Loan Parties other than the Immaterial Subsidiaries
as of the date hereof, as it may be amended from time to time to include additional Restricted
Subsidiaries of the Company.



“Interest Payment Date” means (a) with respect to any Loan that is a Base Rate Loan, each
Quarterly Date, and (b) with respect to any Loan that is a Eurodollar Rate Loan or a HIBOR Rate
Loan, the last day of each Interest Period applicable to such Loan; provided,
however, that (i) “Interest Payment Date” for any six-month Interest Period shall be both
(x) the date three months after the first day of such Interest Period and (y) the last day of such
Interest Period, and (ii) in the case of any Interest Period that extends beyond a Quarterly Date,
“Interest Payment Date” shall also include such Quarterly Date.



“Interest Period” is defined in subsection 2.2B.



“Interest Rate Determination Date” means, with respect to any Interest Period (a) for
Eurodollar Rate Loans, two London Business Days prior to the first day of such Interest Period, and
(b) with respect to HIBOR Rate Loans, the first day of such Interest Period.



“Investment” means, relative to any Person, (a) any direct or indirect purchase or other
acquisition by such Person of, or of a beneficial interest in, any Securities of any other Person
(including any Subsidiary), (b) any direct or indirect purchase or other acquisition for value, by
such Person from any Person, of any equity Securities of any Person, or (c) any direct or indirect
loan, advance (other than advances to employees for moving, entertainment and travel expenses,
drawing accounts and similar expenditures in the ordinary course of business) or capital
contribution by such Person to any other Person, including all Indebtedness and accounts receivable
from that other Person that are not current assets or did not arise from sales to that other Person
in the ordinary course of business other than Hedging Agreements required or permitted hereunder to
hedge against fluctuations of interest rates or currency exchange risk. The amount of any
Investment shall be the original cost of such Investment plus the cost of all
additions thereto, without any adjustments for increases or decreases in value, or write-ups,
write-downs or write-offs with respect to such Investment less all returns of principal or equity
thereon.


 


37









 





“IP License” means the Intellectual Property License Agreement, dated as of the Closing Date,
among SCL IP Holdings, LLC, a limited liability company organized and existing under the laws of
the State of Nevada, VOL, the Cotai Subsidiary, the Company, and V-HK, attached hereto as
Exhibit J.



“Issuance Notice” means a notice substantially in the form of Exhibit B-2 annexed
hereto delivered by the Borrower to the Administrative Agent pursuant to subsection 3.1B(i) with
respect to the proposed issuance of a Letter of Credit.



“Issuing Lender” means BOC, in its capacity as Issuing Lender or any other Lender which agrees
or is otherwise obligated to issue a Letter of Credit, determined as provided in subsection
3.1B(ii).



“Joinder Agreement” means a Joinder Agreement, substantially in the form of Exhibit
D-2, delivered pursuant to the terms of subsection 2.9.



“Joint Venture” means a joint venture, partnership or other similar arrangement entered into
on terms reasonably satisfactory to the Administrative Agent, whether in corporate, partnership,
limited liability company or other legal form; provided that in no event shall any
Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.



“Judgment Currency” is defined in subsection 10.25.



“Judgment Currency Conversion Date” is defined in subsection 10.25.



“Land Concessions Consent” means the consents of Macau SAR (substantially in the form, with
regard to each of the Sands Macao Land Concession Contract and the Venetian Macao Land Concession
Contract, of Exhibit K-2), in respect of any Land Concession Contract, each of which (other than
Exhibit K-2) shall be on terms reasonably satisfactory to the Administrative Agent.



“Land Concession Contract” means the Sands Macao Land Concession Contract, the Venetian Macao
Land Concession Contract, the VOL Land Concession Contract and any other land concession contract
held by any Loan Party (including, for so long as a Loan Party is obligated thereunder, each Casino
Operation Land Concession Contract).



“Land Concession Guaranty” means any guaranty by a third party required by the government of
Macau SAR pursuant to the terms of any Land Concession Contract.



“Land Security Assignment” means each Land Security Assignment, substantially in the form of
Exhibit E-11, executed by any Loan Party in favor of the Collateral Agent.



“Lead Arrangers” is defined in the preamble.


 


38









 





“Legal Requirements” means all laws, statutes, orders, decrees, injunctions, licenses,
permits, approvals, agreements and regulations of any Governmental Instrumentality having
jurisdiction over the matter in question, including the Macau Gaming Law and the requirements of
the Gaming Concession Contract and each Land Concession Contract.



“Lender” and “Lenders” is defined in the preamble, together with their successors and
permitted assigns pursuant to subsection 10.1; provided that the term “Lenders”, when used
in the context of a particular Commitment, shall mean Lenders having that Commitment;
provided, further that in no event shall any Affiliate of the Company that has
acquired Term Loans by assignment or otherwise be a Lender for the purposes of voting on, or giving
consent in respect of, any amendments, waivers, or other modifications to this Agreement (including
pursuant to subsection 10.6) or any other Loan Document or for giving any direction or instruction
to the Administrative Agent or Collateral Agent pursuant to this Agreement or any other Loan
Document and all Term Loans and Commitments held thereby shall be disregarded for purposes of
calculating whether the Requisite Lender consent, direction or otherwise has been received;
provided further that any such Affiliate of the Company shall retain the right to
vote, and give or withhold its consent, in respect of any amendments, waivers or other
modifications referred to in subsections 10.6A(i), 10.6A(iii) and 10.6A(iv) solely to the extent
that any such amendment, waiver or other modification would treat the Loans and Commitments held by
such Affiliate of the Company in a manner that is less favorable in any non de-minimis respect to
such Affiliate of the Company than the proposed treatment of similar Loans and Commitments held by
Lenders that are not Affiliates of the Company.



“Letter of Credit” or “Letters of Credit” means Commercial Letters of Credit and Standby
Letters of Credit issued or to be issued by the Issuing Lenders for the account of the Company or
any other Loan Party pursuant to subsection 3.1.



“Letter of Credit Usage” means, as at any date of determination, the sum of (a) the maximum
aggregate amount which is or at any time thereafter may become available for drawing under all
Letters of Credit then outstanding plus (b) the aggregate amount of all drawings under
Letters of Credit honored by Issuing Lenders and not yet reimbursed by the Borrower (including any
such reimbursement out of the proceeds of Revolving Loans pursuant to subsection 3.3B).



“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest
or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law (including any conditional sale or other title retention agreement
or any lease in the nature thereof).



“Livranças Side Letter” means that certain side letter substantially in the form of
Exhibit E-13, executed by the Borrower, and endorsed by each Guarantor, in favor of the
Collateral Agent.



“Livranças” means the USD Livrança, HKD Livrança and the MOP Livrança.


 


39









 





“Loan” or “Loans” means one or more of the Initial Term Loans, any New Term Loans, the Initial
Revolving Loans, any New Revolving Loans, any Other Loans or the Swing Line Loans or any
combination thereof.



“Loan Documents” means this Agreement, the Notes, any applications for, or reimbursement
agreements or other documents or certificates executed by the Borrower in favor of an Issuing
Lender relating to the Letters of Credit, the Guaranty, each Rate/FX Protection Agreement, the
Collateral Documents, the Fee Letters and each other agreement that expressly states by its terms
that it is a Loan Document; provided, however for the purposes of Section 5,
subsections 8.1, 8.4, 8.5 and subsection 10.6, Rate/FX Protection Agreements shall not be
considered to be a Loan Document.



“Loan Party” means the Company, the Borrower, and each Restricted Subsidiary other than the
Borrower which is a party to the Guaranty and each Restricted Subsidiary (other than the Borrower)
which hereafter executes and delivers a supplement to the Guaranty and the Security Agreement in
accordance with subsection 6.11A, and “Loan Parties” means all such Persons, collectively.



“London Business Day” means any day, excluding Saturday, Sunday and any day which is a legal
holiday under the laws of England, or is a day on which banking institutions located in England are
authorized or required by law or other governmental action to close, that is also a day for trading
by and between banks in Dollar deposits in the London interbank market.



“Macau Collateral Account Agreements” means each Pledge Over Onshore Accounts, substantially
in the form of Exhibit E-3-I or E-3-II hereto, as the case may be, executed by any Loan Party in
favor of the Collateral Agent.



“Macau Gaming Authority” means the Gambling Inspection and Coordination Bureau (or Direcção de
Inspecção e Coordenação de Jogos).



“Macau Gaming Law” means the Law No. 16-/2001, as amended from time to time, and
Administrative Regulation No 26/2001, as amended from time to time, and other laws promulgated by
any Governmental Instrumentality of the Macau SAR and applying to gaming operations in the Macau
SAR.



“Macau SAR” means the Macau Special Administrative Region of the People’s Republic of China.



“MAI Appraisal” means an appraisal conducted by a member of the Appraisal Institute in
accordance with the standards of the Appraisal Institute.



“Margin Stock” is defined in Regulation U of the Board of Governors of the Federal Reserve
System as in effect from time to time.



“Market Disruption Event” is defined in subsection 2.6F.



“Market Disruption Lenders” is defined in subsection 2.6F.


 


40









 





“Material Adverse Effect” means (a) a material adverse effect upon the business, operations,
properties, assets or condition (financial or otherwise) of the Loan Parties, taken as a whole, (b)
the material impairment of the ability of any Loan Party (other than an Immaterial Subsidiary) to
observe or perform the Obligations, or of the Administrative Agent or the Lenders to enforce the
Obligations or any of their respective rights or remedies under the Loan Documents (other than the
loss (other than for criteria set forth in the definition of “Abandon”) of the VOL Land Concession
Contract prior to the VOL Resort Hotel Casino Substantial Operations Date so long as the Borrower
shall have prepaid the Loans (or notified the Administrative Agent that it intends to prepay the
Loans) in accordance with subsection 2.4B(iii)(k) as if such event triggered the mandatory
prepayment required by subsection 2.4B(iii)(k)) or (c) the material impairment of the ability of
the Company to observe and perform its obligations under the Gaming Concession Contract. For the
avoidance of doubt, any material adverse effect related solely to Site 3 (including the loss of the
land concession in respect of Site 3) shall not be a Material Adverse Effect for purposes of this
Agreement or any other Loan Document unless such material adverse effect also results in a material
adverse effect of the type described in the foregoing clause (a) (assuming for this purpose that
Site 3 and any assets and operations thereon are not properties, assets or operations of the Loan
Parties) or otherwise causes a material adverse effect described in the foregoing clauses (b) and
(c).



“Material Contract” means (a) the Land Concession Contracts, the Gaming Concession Contract
and the IP License, (b) the Four Seasons Macao Operation, Maintenance and Management Agreement, the
St. Regis Hotel Management Agreement, and the Sheraton Management Agreement and any replacements of
or successors thereto and (c) any other Project Document (other than the Project Documents
referenced in clauses (a) and (b) above) to which the Company or any of its Restricted Subsidiaries
are a party (other than the Loan Documents) for which breach, nonperformance, cancellation or
failure to renew would reasonably be expected to have a Material Adverse Effect.



“Maturity Date” means the fifth anniversary of the Closing Date.



“Maximum Offer Amount” means with respect to any Offer Document, the aggregate stated
principal amount of Term Loans that an Eligible Affiliate Purchaser is willing to purchase, as
specified in such Offer Document.



“MNPI” is defined in subsection 10.1I(iii).



“Moody’s” means Moody’s Investor Services, Inc., or any successor thereto, and if such Person
shall for any reason no longer perform the function of a securities rating agency, Moody’s shall be
deemed to refer to any other rating agency designated by the Borrower with the written consent of
the Administrative Agent (such consent not to be unreasonably withheld or delayed).



“MOP Livrança” means that certain promissory note substantially in the form of Exhibit
E-12, regarding the MOP-denominated Loans to be executed by the Borrower, and endorsed by each
Guarantor, in favor of the Collateral Agent.


 


41









 





“Mortgage” means each Mortgage, substantially in the form of Exhibit E-6-I, Exhibit E-6-II or
Exhibit E-6-III, as applicable, executed by the applicable Loan Party in favor of the Collateral
Agent.



“Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” as
defined in Section 3(37) of ERISA.



“Net Asset Sale Proceeds” means the aggregate cash proceeds received by the Company or any
other Loan Party in respect of any Asset Sale, net of (a) the direct costs relating to such Asset
Sale (including legal, accounting and investment banking fees and expenses, employee severance and
termination costs, any trade payables or similar liabilities related to the assets sold and
required to be paid by the seller as a result thereof and sales, finders’ or broker’s commission),
and any relocation expenses incurred as a result thereof and taxes paid or payable as result
thereof (including any such taxes paid or payable by any Loan Party), (b) amounts required to be
applied to the repayment of Indebtedness secured by a Lien (or amounts permitted by the terms of
such Indebtedness to be otherwise reinvested in other assets of such Loan Party to the extent so
reinvested) which is prior to the Liens, if any, of Lenders under the Collateral Documents on the
asset or assets (including Specified FF&E) that are the subject of such Asset Sale, (c) any reserve
for adjustment in respect of the sale price of such asset or assets or any liabilities associated
with the asset disposed of in such Asset Sale and the deduction of appropriate amounts provided by
the seller as a reserve in accordance with GAAP against any liabilities associated with the assets
disposed of in the Asset Sale and retained by the Company or any other Loan Party, and (d) in the
case of Asset Sales permitted pursuant to subsection 7.7 (xxiii) only, any amounts required to be
paid as purchase consideration to a party providing a substantially simultaneous financing for the
purchase of such assets intended to be sold.



“Net Casino Cash Flow” means, with respect to any Additional Development, the total cash flow
from the operation of the associated Excluded Casinos, net of (i) all costs and other expenses
associated with the ownership, operation or maintenance and (ii) applicable taxes, premiums and
other liabilities of the Loan Parties, in each case, in respect of the associated Excluded Casino.



“Net Loss Proceeds” means the aggregate cash proceeds received by the Company or any other
Loan Party in respect of any Event of Loss, including insurance proceeds from condemnation awards
or damages awarded by any judgment, net of the direct costs in recovery of such Net Loss Proceeds
(including legal, accounting, appraisal and insurance adjuster fees and expenses) and any taxes
paid or payable as a result thereof (including any such taxes paid or payable by an owner of the
Company or any other Loan Party) and amounts required to be applied to the repayment of any
Indebtedness secured by a Lien (or amounts permitted or required by the terms of such Indebtedness
to be otherwise reinvested in other assets of the Company or such Restricted Subsidiary to the
extent so reinvested) which is prior to the Liens, if any, of Lenders under the Collateral
Documents on the asset or assets (including Specified FF&E) that are the subject of the Event of
Loss. Notwithstanding the foregoing, (i) all proceeds of so-called “liquidated damages” and
“business interruption” insurance policies, and (ii) proceeds of up to $5,000,000 per Fiscal Year,
shall not be Net Loss Proceeds.



“Net Proceeds” is defined in subsection 2.4B(iii)(d).


 


42









 





“Net Proceeds Amount” is defined in subsection 2.4B(iii)(e).



“Net Termination Proceeds” means the aggregate cash proceeds received by the Company or any
other Loan Party in respect of any termination payment pursuant to the Gaming Concession Contract,
or any Land Concession Contract, net of the direct costs in recovery of such Net Termination
Proceeds and any taxes paid or payable as a result thereof (including any such taxes paid or
payable by an owner of the Company or any other Loan Party) and any reserves required in accordance
with GAAP or by Macau SAR or any Governmental Instrumentality of Macau SAR against liabilities
associated with such termination.



“New Mortgage” is defined in subsection 7.18B.



“New Revolving Exposure” means with respect to any Lender, as of any date of determination,
the outstanding principal amount of the New Revolving Loans of such Lender.



“New Revolving Loan Commitments” as defined in subsection 2.9A.



“New Revolving Loan Lender” as defined in subsection 2.9A.



“New Revolving Loans” as defined in subsection 2.9C.



“New Term Loan Commitments” is defined in subsection 2.9A.



“New Term Loan Exposure” means, with respect to any Lender, as of any date of determination,
the outstanding principal amount of the New Term Loans of such Lender.



“New Term Loan Facility” is defined in subsection 2.9B.



“New Term Loan Lender” is defined in subsection 2.9A.



“New Term Loan Maturity Date” means the date that New Term Loans of a Series shall become due
and payable in full hereunder, as specified in the applicable Joinder Agreement, including by
acceleration or otherwise.



“New Term Loans” is defined in subsection 2.9D.



“Non-Recourse Financing” means Indebtedness (a) for which none of the Loan Parties provides
credit support (other than credit comprising the Excluded Casino Interest in accordance with the
terms of subsection 7.17B(ii)) pursuant to any undertaking, agreement or instrument that would
constitute Indebtedness, or is directly or indirectly liable (in each case, other than as permitted
pursuant to subsections 7.3 and 7.17B(ii)), (b) no default with respect to which (including any
rights that the holders thereof may have to take enforcement action against an Excluded Subsidiary)
would permit (upon notice, lapse of time or both) any holder of any other Indebtedness (other than
Indebtedness hereunder) of any Loan Party to declare a default on such other Indebtedness or cause
the payment thereof to be accelerated or payable prior to its stated maturity, and (c) in
connection with which the agent or other representative of the lenders under such Non-Recourse
Financing has entered into an intercreditor, standstill, or similar agreement, reasonably
satisfactory in form and substance to the Administrative Agent.


 


43









 





“Notes” means one or more of the Term Loan Notes, Revolving Notes, Swing Line Notes, notes
evidencing New Term Loans, notes evidencing New Revolving Loans or any combination thereof.



“Obligation Currency” is defined in Section 10.25.



“Obligations” means (a) all loans, advances, debts, liabilities and obligations owed by the
Borrower and any other Loan Party under this Agreement or any other Loan Document to any Secured
Party (or in the case of a Rate/FX Protection Agreement, an Affiliate of a Secured Party) of every
kind and description (whether or not evidenced by any note or instrument and whether or not for the
payment of money), direct or indirect, absolute or contingent, due or to become due, now existing
or hereafter arising, including all interest (including post-petition interest in any proceeding
under Title 11, U.S. Code or any similar federal or state law for the relief of debtors, or any
similar law for the relief of debtors applicable under the laws of China, Macau SAR, Hong Kong or
the Cayman Islands), fees, expenses, principal, premium, if any, indemnification or otherwise; (b)
any and all sums advanced or payable by the Collateral Agent in order to preserve the Collateral or
preserve any Secured Party’s security interest in the Collateral in connection with exercising any
right under the Collateral Documents or the Assignment of Reinsurances; and (c) in the event of any
proceeding for the collection or enforcement of the Obligations after an Event of Default shall
have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale
or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by
any Agent of its rights under the Collateral Documents or the Assignment of Reinsurances, together
with reasonable attorneys’ fees and court costs.



“OCBC” is defined in the preamble.



“Occupation Certificate” means the Licenças de Ocupação — Utilização issued by Macau SAR
pursuant to applicable Legal Requirements for any Project.



“Offer” is defined in subsection 10.1I(ii).



“Offer Document” means the offer document setting forth one or more Offers, with accompanying
annexes setting forth the outline of auction mechanics (on terms substantially the same as those
set forth in Exhibit T, with such changes as may be approved by the Auction Manager), and the form
of sale offer for Lenders to submit their bids, posted on IntraLinks/IntraAgency or another
substantially equivalent website by the Administrative Agent to the Lenders, as such Offer Document
may be amended or modified from time to time pursuant to and in accordance with the terms and
conditions of subsection 10.1I.



“Officers’ Certificate” means, as applied to any corporation or other legal entity, a
certificate executed on behalf of such Person by its chairman of the board (if an officer),
director or its president or one of its vice presidents or by its general counsel or secretary or
by its chief financial officer, Senior Vice President-Finance, Vice President-Finance, or its
treasurer (in their capacity as such officer) or by an authorized attorney or other authorized
signatory.



“Official Bulletin” means the Official Bulletin of the Government of Macao SAR.


 


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“On-Site Cash” means amounts held in cash at the Site for each Project or amounts held in cash
at the Casinos in connection with and necessary for the ordinary course operations of the Casinos
related to such Project, in each case, as reasonably certified by the Company, which amounts shall
not exceed in the aggregate, for all such Projects and Casinos, $200,000,000; provided that
the foregoing limit may be increased with the consent of the Administrative Agent (such consent not
to be unreasonably withheld) either (x) concurrently with any increase in the size of gaming areas
or number of tables within a Project or (y) whenever the Company believes such an increase is
advisable (including as a result of any legal requirements).



“Operating Lease” means, as applied to any Person, any lease (including leases that may be
terminated by the lessee at any time) of any property (whether real, personal or mixed) that is not
a Capital Lease other than any such lease under which that Person is the lessor.



“Operative Documents” means the Loan Documents, the FF&E Documents, if any, and the Project
Documents.



“Organizational Documents” means (a) with respect to any corporation, its certificate or
articles of incorporation and its bylaws or articles of association, (b) with respect to any
limited partnership, its certificate of limited partnership and its partnership agreement, (c) with
respect to any general partnership, its partnership agreement, (d) with respect to any limited
liability company, its articles or certificate of organization and its operating agreement and (e)
with respect to any other entity, its equivalent organizational, governing documents including, in
the case of any Macau entity, its Usufruct Agreements.



“Other Commitments” means one or more Classes of Loan commitments hereunder that result from a
Refinancing Amendment.



“Other Loans” means one or more Classes of Loans that result from a Refinancing Amendment.



“Other Loans Exposure” means with respect to any Lender, as of any date of determination, the
outstanding principal amount of the Other Loans of such Lender.



“Other Resort Projects” means the design, development, construction, ownership, start-up and
operation and maintenance of casino hotel resorts (excluding the casino and showroom and/or retail
components thereof) by a Person that is not a Loan Party (and that may be an Excluded Subsidiary)
on Sites 3, 7 and/or 8, without any credit support from the Loan Parties other than as permitted by
subsection 6.14 or 7.3 or in respect of the purchase price for the casino and showroom and/or
retail components thereof to be acquired by the Company in accordance with the terms hereof, any
temporary land acquisition and related premium payments and other obligations permitted pursuant to
the terms hereof, and the operation and maintenance costs associated with such casino and showroom
and/or retail space.



“Parent” means Las Vegas Sands Corp., a Nevada corporation.



“Pari Passu Indebtedness” is defined in subsection 2.4B(iii)(a).



“Patacas” or “MOP” means the lawful currency of Macau SAR.


 


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“Patriot Act” is defined in subsection 5.9.



“Payment and Funding Office” means (a) the office of the Administrative Agent located at Bank
of China Building, Avenida Doutor Mario Soares, Macau, or (b) such other office of the
Administrative Agent or of a third party or sub-agent, as appropriate, as may from time to time
hereafter be designated as such in a written notice delivered by the Administrative Agent to the
Borrower and each Lender.



“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.



“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is
subject to Section 412 of the Code or Section 302 of ERISA.



“Percentage” means, as the context may require, any Lender’s RL Percentage or TL Percentage.



“Permits” means all material authorizations, consents, decrees, permits, waivers, privileges,
approvals from and filings with all Governmental Instrumentalities necessary for the operation of
the Projects (other than the Cotai Strip Infrastructure Project and Other Resort Projects) in
accordance with the Project Documents and any other material building, construction, land use,
environmental or other material permit, license, franchise, approval, consent and authorization
(including approvals required under the Gaming Concession Contract, the Land Concession Contracts
or Environmental Laws) required for or in connection with the ownership, use, occupation and
operation of any Project (other than the Cotai Strip Infrastructure Project and Other Resort
Projects) and the transactions provided for in this Agreement and the other Operative Documents.



“Permitted Asset Dispositions” means the sale of the assets comprising, or the equity
interests in any entity whose sole asset (other than assets which are not reasonably necessary for
the ownership or operation of the casino or gaming area portion or, except in the case of any
Casino Operation Project, hotel portion of any Project) consists of, the Venetian Macao Mall, the
Venetian Macao Convention Center, the Four Seasons Macao Mall, the Four Seasons Macao Resort
Project, (after the VOL Casino Hotel Resort Substantial Operations Date) the St. Regis Hotel and/or
any other Project (or interest in any Site or any improvements or other assets related thereto) or
portion thereof (including the complementary accommodations at the Four Seasons Macao Resort
Project, the St. Regis Hotel or any similar complementary accommodations at any other Project to
the extent permitted by the government of Macau SAR), other than the casino and gaming area portion
of any Project and the hotel portion of any Project.



“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, Permitted Pari
Passu Secured Refinancing Debt, and other secured loans or notes incurred pursuant to subsections
7.1(xx) and 7.1 (xxi) 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).


 


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“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 SCL.



“Permitted Junior Secured Refinancing Debt” means any secured Indebtedness incurred by the
Loan Parties in the form of one or more series of secured notes or secured loans, in each case,
secured by liens having priority junior to the Liens granted by the Loan Parties pursuant to the
Loan Documents; provided that (i) such Indebtedness is secured by the Collateral on a junior
priority basis with the Obligations and, unless otherwise agreed to by the Administrative Agent in
its reasonable discretion, is not secured by any property or assets of any Loan Party other than
the Collateral, (ii) such Indebtedness complies with the proviso in the definition of Credit
Agreement Refinancing Indebtedness, and (iii) a Senior Representative acting on behalf of the
holders of such Indebtedness shall have become party to or otherwise subject to the provisions of
the Second Lien Intercreditor Agreement or another intercreditor agreement in customary form, under
then current market conditions and reasonably satisfactory to the Administrative Agent 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 or loans shall have been made,
execution and delivery of which 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. Permitted Junior Secured Refinancing Debt will include any Registered Equivalent Notes
issued in exchange therefor.



“Permitted Liens” means the following types of Liens (excluding any such Lien imposed pursuant
to Section 430(k) of the Code or by Section 303(k) of ERISA):




(i) Liens granted in favor of the Secured Parties and the holders of Indebtedness (and
their representatives) incurred pursuant to a Permitted Bond Issuance pursuant to the
Collateral Documents and the Assignment of Reinsurances;




(ii) Liens existing on the Closing Date and described in, and with the priority set
forth in, Schedule 7.2 annexed hereto;




(iii) Liens for Taxes, assessments or governmental charges or claims the payment of
which is not, at the time, required by subsection 6.3 and which may be prior to the Liens
granted in favor of the Secured Parties;




(iv) statutory Liens of landlords, statutory Liens of banks and rights of set-off,
statutory Liens of carriers, warehousemen, mechanics, repairmen, workmen and materialmen,
and other Liens imposed by law, in each case incurred in the ordinary course of business or
in connection with the development, construction or operation of a Project (a) for amounts
not yet overdue, (b) for amounts that are overdue and that (in the case of any such amounts
overdue for a period in excess of 5 days) are being contested in good faith by appropriate
proceedings, so long as (1) such reserves or other appropriate provisions, if any, as shall
be required by GAAP, shall have been made for any such contested amounts, and (2) in the
case of a Lien with respect to any portion of the Collateral, such contest proceedings
conclusively operate to stay the sale of any portion of the Collateral on account of such
Lien or (c) with respect to Liens of mechanics,
repairmen, workmen and materialmen, if such Lien arises in the ordinary course of
business or in the development, construction or operation of a Project, the Company has
bonded such Lien within a reasonable time after becoming aware of the existence thereof and
which may be prior to the Liens granted in favor of the Secured Parties;


 


47









 






(v) Liens incurred or deposits made in the ordinary course of business in connection
with workers’ compensation, unemployment insurance and other types of social security, or to
secure the performance of tenders, statutory obligations, surety and appeal bonds, bids,
leases, government contracts, trade contracts, performance and return-of-money bonds and
other similar obligations (exclusive of obligations for the payment of borrowed money),
incurred in the ordinary course of business or in connection with the development,
construction or operation of a Project (a) for amounts not yet overdue, (b) for amounts that
are overdue and that (in the case of any such amounts overdue for a period in excess of five
days) are being contested in good faith by appropriate proceedings, so long as (1) such
reserves or other appropriate provisions, if any, as may be required by GAAP, shall have
been made for any such contested amounts and (2) in the case of a Lien with respect to any
portion of the Collateral, such contest proceedings conclusively operate to stay the sale of
any portion of the Collateral on account of such Lien or (c) with respect to Liens of
mechanics, repairmen, workmen and materialmen, if such Lien arises in the ordinary course of
business or in the development, construction or operation of a Project, the Company has
bonded such Lien within a reasonable time after becoming aware of the existence thereof (or
with respect to which the Company has obtained a title insurance endorsement insuring
against losses arising therewith) and which may be prior to the Liens granted in favor of
the Secured Parties;




(vi) any attachment or judgment not constituting an Event of Default under subsection
8.8 and which may be prior to the Liens granted in favor of the Secured Parties;




(vii) easements, rights-of-way, avigational servitudes, restrictions, encroachments,
and other defects or irregularities in title and other similar charges or encumbrances, in
each case which do not and will not interfere in any material respect with the ordinary
conduct of the business of the Company or any other Loan Party or result in a material
diminution in the value of any Collateral as security for the Obligations and which may be
prior to the Liens granted in favor of the Secured Parties;




(viii) leases permitted under subsection 7.7(vi) and (ix) and any leasehold mortgage in
favor of any party financing the lessee under any lease permitted under subsection 7.7(vi),
provided that none of the Loan Parties is liable for the payment of any principal
of, or interest, premiums or fees on, such financing and which may be prior to the Liens
granted in favor of the Secured Parties;




(ix) Liens on Excluded Casino Interests and/or the associated Net Casino Cash Flow
granted by any Loan Party at the request of the applicable Additional Development Excluded
Subsidiary in connection with a Non-Recourse Financing and which may be prior to, or free
and clear of, the Liens granted in favor of the Secured Parties;


 


48









 






(x) Liens arising from filing UCC financing statements or the Macanese equivalent
relating solely to leases permitted by this Agreement;




(xi) Liens in favor of customs and revenue authorities arising as a matter of law to
secure payment of customs duties in connection with the importation of goods and which may
be prior to the Liens granted in favor of the Secured Parties;




(xii) licenses of patents, trademarks, copyrights and other intellectual property
rights granted by the Company or any other Loan Party in the ordinary course of business and
not interfering in any material respect with the ordinary conduct of the business of the
Company or such Restricted Subsidiary and which may be prior to the Liens granted in favor
of the Secured Parties;




(xiii) Liens incurred in connection with Hedging Agreements in respect of any
Indebtedness;




(xiv) Liens on Specified FF&E securing obligations in respect of a FF&E Facility
permitted to be incurred hereunder (including any mortgage, deed of trust, or similar
encumbrance, granted pursuant to documentation in form and substance reasonably satisfactory
to the Administrative Agent, on real property as may be necessary under applicable law to
create a Lien on Specified FF&E that may constitute a “fixture” appended to such real
property) and which may be prior to, or free and clear of, the Liens granted in favor of the
Secured Parties;




(xv) Liens securing Indebtedness permitted pursuant to subsections 7.1(ix), 7.1(xi),
7.1(xvi), 7.1(xvii) and clauses (b) and (c) of subsection 7.1(xviii) and which may be prior
to, or free and clear of, the Liens granted in favor of the Secured Parties;




(xvi) Liens on property of a Person existing at the time such Person became a
Restricted Subsidiary, is merged into or consolidated with or into, or wound up into, the
Company or any other Loan Party; provided that such Liens were in existence prior to
the consummation of, and were not entered into in contemplation of, such acquisition, merger
or consolidation or winding up and do not extend to any other assets other than those of the
Person acquired by, merged into or consolidated with one of the Company or such Restricted
Subsidiary;




(xvii) Liens to secure a stay of process in proceedings to enforce a contested
liability, or required in connection with the institution of legal proceedings or in
connection with any other order or decree in any such proceeding or in connection with any
contest of any tax or other governmental charge, or deposits with a governmental agency
entitling a Loan Party to maintain self-insurance or to participate in other specified
insurance arrangements or any attachment or judgment Lien not constituting an Event of
Default under subsection 8.8 and which may be prior to the Liens granted in favor of the
Secured Parties;




(xviii) leases or subleases, licenses or sublicenses or other types of occupancy
agreements granted to third parties in accordance with any applicable terms of this
Agreement and the Collateral Documents and not interfering in any material respect with
the ordinary conduct of the business of a Borrower or any of its Restricted
Subsidiaries and which may be prior to the Liens granted in favor of the Secured Parties;


 


49









 






(xix) any zoning or similar law or right reserved to or vested in any governmental
office or agency to control or regulate the use of any real property and which may be prior
to the Liens granted in favor of the Secured Parties;




(xx) Liens on property existing at the time of acquisition thereof by the Company or
any other Loan Party; provided that such Liens were in existence prior to the
consummation of, and were not entered into in contemplation of, such acquisition and do not
extend to any other assets other than those so acquired;




(xxi) Liens on the interests of any Loan Party in any Land Concession Contract and the
Property interest granted thereunder (and any balances, accounts or deposits with BNU),
granted in favor of the Concession Guarantor and/or other guarantors of payments under the
Land Concession Contracts or the Gaming Concession Contract (or to the Collateral Agent on
behalf of the Concession Guarantor and/or such other guarantors) securing obligations in an
aggregate amount of no more than $200,000,000 at any one time pursuant to the Collateral
Documents or pursuant to other documentation reasonably satisfactory in form and substance
to the Collateral Agent;




(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
subsection 7.1(xix);




(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
subsection 7.1(xx);




(xxiv) any interest or title of a lessor or sublessor under any lease of real estate
permitted hereunder;




(xxv) Liens solely on any cash earnest money deposits made by any Loan Party in
connection with any letter of intent or purchase agreement permitted hereunder;




(xxvi) Liens in favor of Financial Institutions under (and as provided in) the
Collateral Account Agreements;




(xxvii) Liens securing Permitted Junior Secured Refinancing Debt, Permitted Pari Passu
Secured Refinancing Debt and Other Loans;




(xxviii) Liens required pursuant to clause (b) of the proviso of subsection 7.7(viii);




(xxix) Liens incurred in connection with the exchange of property with a governmental
agency or adjoining property owner, or any other similar transaction with respect to any
Site in accordance with the terms of subsection 7.7(xviii);


 


50









 






(xxx) Liens created by or contemplated under the documents governing the use,
management and operation of “apart-hotels”;




(xxxi) other Liens securing Indebtedness in an aggregate amount not to exceed
$5,000,000 at any one time outstanding; and




(xxxii) Liens created in the ordinary course of business in favor of any bank or other
financial institution over the credit balance of any bank account of any Loan Party held at
such bank or financial institution, as the case may be, to secure or to satisfy, and only to
secure or to satisfy, payment (x) for such bank’s or financial institution’s customary fees
and expenses for the routine maintenance and operation of such bank account and (y) for the
face amount of any items that have been credited to such bank account but are subsequently
returned unpaid because of uncollected or insufficient funds.



“Permitted Pari Passu Secured Refinancing Debt” means any secured Indebtedness incurred by the
Borrower in the form of one or more series of senior secured notes or loans; provided that
(i) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the
control of remedies) with the Obligations and, unless otherwise agreed to by the Administrative
Agent in its reasonable discretion, is not secured by any property or assets of the Loan Parties
other than the Collateral, (ii) such Indebtedness complies with the proviso in the definition of
Credit Agreement Refinancing Indebtedness and (iii) a Senior Representative acting on behalf of the
holders of such Indebtedness shall have become party to or acceded to the First Lien Intercreditor
Agreement; provided that, the parties to the First Lien Intercreditor Agreement may agree
to amendments to the First Lien Intercreditor Agreement to accommodate any such holder of
Indebtedness; provided further that in the event that any such holder of
Indebtedness does not so agree to become a party or accede to the First Lien Intercreditor
Agreement, the Collateral Agent may enter into an amendment to the First Lien Intercreditor
Agreement or enter into another intercreditor agreement in customary form under then current market
conditions, in each case in form and substance reasonably satisfactory to the Administrative Agent.
Permitted Pari Passu Secured Refinancing Debt will include any Registered Equivalent Notes issued
in exchange therefor.



“Permitted Subordinated Indebtedness” means any unsecured Indebtedness of the Company or any
Loan Party (a) for which no installment of principal matures earlier than twelve months after the
Maturity Date of the Term Loans, (b) except in the case of Shareholder Subordinated Indebtedness
(which shall be evidenced by a promissory note substantially in the form of Exhibit L-2), pursuant
to documentation containing redemption and other prepayment events, interest rates, maturities,
amortization schedules, covenants, events of default, remedies, acceleration rights and other
material terms that are on market terms (as determined by the Company in good faith) or otherwise
reasonably satisfactory (i) if the amount of such Indebtedness is less than $400,000,000, to the
Administrative Agent (which shall have the option, but not the requirement, to seek the opinion of
the Lenders) and (ii) if the amount of such Indebtedness is equal to or greater than $400,000,000,
to the Requisite Lenders and (c) that has been subordinated (including, without limitation, with
respect to payments of principal and interest) by the lender thereof pursuant to a subordination
agreement in substantially the form of Exhibit L-1, as such subordination agreement may be modified
or replaced at the request of such
lender and the Company; provided that, if either the Administrative Agent or
Collateral Agent determines, acting reasonably, that the proposed terms of such modified or
replaced subordination agreement are different in any material respect to the terms set forth in
Exhibit L-1, then the Administrative Agent shall have approved such materially different terms in
the subordination agreement.


 


51









 





“Permitted Unsecured Indebtedness” means any unsecured Indebtedness of the Company or any
Guarantor (a) for which no installment of principal matures earlier than twelve months after the
Maturity Date of the Term Loans, (b) in support of which no Liens are granted, whether on any
Collateral or any other assets of any Loan Party, and (c) for which the payment of principal and
interest is pari passu in right of payment to the Obligations pursuant to documentation containing
redemption and other prepayment events, maturities, amortization schedules, covenants, events of
default, remedies, acceleration rights and other material terms reasonably satisfactory to the
Administrative Agent.



“Permitted Unsecured Refinancing Debt” means any unsecured Indebtedness incurred by the
Borrower in the form of one or more series of unsecured notes or loans; provided that (i) such
Indebtedness is not secured by any property or assets of the Loan Parties and (ii) such
Indebtedness complies with the proviso to the definition of Credit Agreement Refinancing
Indebtedness. Permitted Unsecured Refinancing Debt will include any Registered Equivalent Notes
issued in exchange therefor.



“Person” means natural persons, corporations, limited partnerships, general partnerships,
limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures,
associations, companies, trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and governments (whether federal, state or local,
domestic or foreign, and including political subdivisions thereof) and agencies or other
administrative or regulatory bodies thereof.



“Pledge Over Gaming Equipment and Utensils” means that certain Pledge Over Gaming Equipment
and Utensils substantially in the form of Exhibit E-7, executed by the Company in favor of
the Collateral Agent.



“Pledge Over Intellectual Property Rights” means each Pledge Over Intellectual Property
Rights, substantially in the form of Exhibit E-5, executed by any Loan Party in favor of the
Collateral Agent.



“Potential Event of Default” means a condition or event that, after notice or lapse of time or
both, would constitute an Event of Default.



“Power of Attorney” means each power of attorney substantially in the form of Exhibit E-14-I,
Exhibit E-14-II, Exhibit E-14-III or Exhibit E-14-IV, as applicable, executed by the applicable
Loan Party in favor of the Collateral Agent.



“Prepayment Account” means a deposit account established and maintained by the Administrative
Agent at the Payment and Funding Office in the name of the Borrower, and under the control of the
Administrative Agent, into which certain amounts required to be used to
prepay Loans pursuant to the terms hereof may be temporarily deposited, together with any
potential breakage costs associated with such prepayments.


 


52









 





“Primary Gaming Concession Contract” means the concession contract for the operation of games
of chance and other games in casinos in Macau SAR, dated June 26, 2002, between Macau SAR and
Galaxy.



“Prime Rate” means (i) with respect to Loans denominated in U.S. Dollars, the rate that the
Administrative Agent announces from its New York office from time to time as its Dollar prime
lending rate and (ii) with respect to Loans denominated in HK Dollars or Patacas, the rate that the
Administrative Agent announces from its Hong Kong office from time to time as its HK Dollar
generally applicable prime lending rate, in each case as in effect from time to time. The Prime
Rate is a reference rate and does not necessarily represent the lowest or best rate actually
charged to any customer. The Administrative Agent or any other Lender may make commercial loans or
other loans at rates of interest at, above or below the Prime Rate.



“Proceedings” is defined in subsection 6.1(x).



“Process Agent” is defined in subsection 10.18B.



“Project Documents” means, collectively, the Gaming Concession Contract, the Land Concession
Contracts and the contracts and other arrangements entered into from time to time between a Loan
Party and any third party (other than the Loan Documents and any FF&E Documents) for performance of
services or sale of goods in connection with the management, operation or maintenance of any
Project (other than the VOL Casino Hotel Resort Project prior to the VOL Casino Hotel Resort
Substantial Operations Date), as the same may be amended, from time to time subject to the terms
and conditions of subsection 7.13 of this Agreement.



“Projects” means the Four Seasons Macao Overall Project, the Venetian Macao Overall Project,
the Sands Macao Podium Expansion Project, the Cotai Strip Infrastructure Project, the Casino
Operation Projects and the VOL Casino Hotel Resort Project.



“Properties” means any and all real property (including all buildings, fixtures or other
improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by any
Loan Party relating to the Projects (other than the Cotai Strip Infrastructure Project).



“Pro Rata Share” means (a) with respect to all payments, computations and other matters
relating to the Term Loan Commitment or the Term Loans of any Lender, the percentage obtained by
dividing (i) the Term Loan Exposure of that Lender by (ii) the aggregate Term Loan
Exposure of all Lenders, (b) with respect to all payments, computations and other matters relating
to the Revolving Loan Commitment or the Revolving Loans of any Lender or any Letters of Credit
issued or participations therein purchased by any Lender, the percentage obtained by
dividing (i) the Revolving Loan Exposure of that Lender by (ii) the aggregate
Revolving Loan Exposure of all Lenders, (c) with respect to all payments, computations, and other
matters relating to New Term Loan Commitments or New Term Loans of a particular Series, the
percentage obtained by dividing (i) the New Term Loan Exposure of that Lender with respect
to that Series by (ii) the aggregate New Term Loan Exposure of all Lenders with respect to
that Series, (d) with



 


53









 






respect
to all payments, computations, and other matters relating to New Revolving Loan Commitments or New Revolving Loans of a particular Series, the percentage
obtained by dividing (i) the New Revolving Loan Exposure of that Lender with respect to
that Series by (ii) the aggregate New Revolving Loan Exposure of all Lenders with respect
to that Series, and (e) for all other purposes with respect to each Lender, the percentage obtained
by dividing (i) the sum of the Initial Term Loan Exposure of that Lender plus the
Initial Revolving Loan Exposure of that Lender plus the sum of the New Term Loan Exposure
plus the New Revolving Loan Exposure of that Lender by (ii) the sum of the
aggregate Initial Term Loan Exposure of all Lenders plus the aggregate Initial Revolving
Loan Exposure of all Lenders plus the aggregate New Term Loan Exposure of all Lenders
plus the aggregate New Revolving Loan Exposure of all Lenders, in any such case as the
applicable percentage may be adjusted by assignments permitted pursuant to subsection 10.1. The
Pro Rata Share of each Lender as of the Closing Date for purposes of each of clauses (a), (b) and
(e) of the preceding sentence is set forth opposite the name of that Lender in Schedule 2.1
annexed hereto.



“Quarterly Date” means March 31, June 30, September 30 and December 31.



“Rate/FX Protection Agreement” means, collectively, (i) any Hedging Agreement entered into by
the Company or any other Loan Party under which the counterparty of such Hedging Agreement is (or
at the time such Hedging Agreement was entered into, was) a Lender, an Agent, or an Affiliate of an
Agent or a Lender or (ii) any unsecured Hedging Agreement entered into by the Company or any other
Loan Party; provided that, in the case of each of the foregoing clauses (i) and (ii), such
Hedging Agreement relates to (a) interest rate risk with respect to Indebtedness or (b) any
currency exchange risk.



“Rating Agencies” is defined in the definition of “Cash Equivalents”.



“Recalculation Date” means each of the following: (a) the first Business Day of each calendar
month; (b) each date of issuance of a Letter of Credit denominated in HK Dollars or Patacas; (c)
each date of an amendment of any such Letter of Credit having the effect of increasing the amount
thereof; (d) each date of any payment by the Issuing Bank under any such Letter of Credit; (e) the
date of any payment or conversion of any Loan denominated in HK Dollars or Patacas; and (f) the
date any Revolving Loans are made to repay Refunded Swing Line Loans.



“Reference Banks” means, in relation to (i) the Adjusted Eurodollar Rate, the principal London
offices of Barclays Bank PLC, BNPP, Citi and UBS or such other Lender(s) that are Lenders as of the
date hereof and the date of its appointment hereunder that may be appointed by the Administrative
Agent in consultation with the Borrower; provided that any such other Lender(s) so
appointed provides quotes in the London interbank market for Dollar deposits in the ordinary course
of business for the offering of Dollar deposits as of the date of such appointment, and (ii) the
HIBOR Rate, the principal office in Hong Kong of BNPP, Citi and UBS or such other Lender(s) that
are Lenders as of the date hereof and the date of its appointment hereunder that may be appointed
by the Administrative Agent in consultation with the Borrower; provided that any such other
Lender(s) so appointed provide quotes for HK Dollar deposits in its ordinary course of business for
the offering of HK Dollar deposits as of the date of such appointment.


 


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“Refinanced Debt” has the meaning set forth in the definition of “Credit Agreement Refinancing
Indebtedness”.



“Refinancing” means the repayment of the loans and commitments outstanding under the Existing
Credit Agreement, together with accrued interest thereon, and fees and expenses relating thereto,
on the Closing Date from proceeds of the Term Loans.



“Refinancing Amendment” means an amendment to this Agreement in form and substance reasonably
satisfactory to the Administrative Agent and the Borrower executed by each of (a) the Borrower, (b)
the Company, (c) the Administrative Agent and (d) each lender that agrees to provide any portion of
the Credit Agreement Refinancing Indebtedness being incurred pursuant thereto, in accordance with
subsection 2.11.



“Refinancing Fees” means with respect to any extension, refinancing, defeasance, renewal,
replacement, substitution, refunding, repurchase, repayment or redemption of Indebtedness, or any
tender for or call of Indebtedness, any reasonable fees, expenses, premiums, make-whole payments,
and accrued and unpaid interest refinanced or paid or incurred in connection therewith.



“Refunded Swing Line Loans” is defined in subsection 2.10D.



“Register” is defined in subsection 2.1D(i).



“Registered Equivalent Notes” means, with respect to any notes originally issued in a Rule
144A or other private placement transaction under the Securities Act, notes issued in a
dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.



“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System, as
in effect from time to time.



“Reimbursement Date” is defined in subsection 3.3B.



“Related Parties” means: (a) Family Members (defined below); (b) directors of the Parent and
employees of the Parent who are senior managers or officers of the Parent or any of its
Affiliates; (c) any Person who receives an interest in the Parent from any individual referenced in
clauses (a)-(b) in a gratuitous transfer, whether by gift, bequest or otherwise, to the extent of
such interest; (d) the estate of any individual referenced in clauses (a)-(c); (e) a trust for the
benefit of one or more of the individuals referenced in clauses (a)-(c); and/or (f) an entity owned
or controlled, directly or indirectly, by one or more of the individuals, estates or trusts
referenced in clauses (a)-(e). For the purpose of this paragraph, a “Family Member” shall include:
(a) Sheldon G. Adelson; (b) Dr. Miriam Adelson; (c) any sibling of either of the foregoing; (d)
any issue of any one or more of the individuals referenced in the preceding clauses (a)-(c); and
(e) the spouse or issue of the spouse of one or more of the individuals referenced in the preceding
clauses (a)-(d).



“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping,
deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Materials into
the indoor or outdoor environment (including the abandonment or disposal of any
barrels, containers or other closed receptacles containing any Hazardous Materials), including
the movement of any Hazardous Materials through the air, soil, surface water or groundwater.


 


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“Requisite Class Lenders” means, at any time of determination, (i) for the Term Loan Lenders,
Lenders holding more than 50% of the aggregate Term Loan Exposure of all Lenders; (ii) for the
Class of Lenders having Revolving Loan Exposure, Lenders holding more than 50% of the aggregate
Revolving Loan Exposure of all Lenders, (iii) for the New Term Loan Lenders, Lenders holding more
than 50% of the aggregate New Term Loan Exposure of all Lenders and (iv) for the Lenders having New
Revolving Loan Exposure with respect to any Series of New Revolving Loans, Lenders holding more
than 50% of the aggregate New Revolving Loan Exposure of that Series.



“Requisite Lenders” means Lenders having or holding more than 50% of the sum of the aggregate
outstanding principal amount of all Loans and unused amount of the Commitments of all Lenders;
provided that (i) the unused Revolving Loan Commitment of, and the portion of the Revolving
Loan Exposure and Term Loan Exposure held or deemed held by any Defaulting Lender and (ii) the
portion of the Term Loan Exposure held or deemed held by any Affiliate of the Company shall be
excluded for all purposes of making a determination of Requisite Lenders.



“Restricted Party” is defined in subsection 2.5E.



“Restricted Payment” means (a) any dividend or other distribution, direct or indirect, on
account of any shares of any class of equity Securities of the Company now or hereafter
outstanding, except a dividend or distribution payable solely in shares of that class of equity
Securities to the holders of that class (or the accretion of such dividends or distribution), (b)
any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for
value, direct or indirect, of any shares of any class of equity Securities of the Company now or
hereafter outstanding, (c) any payment made to retire, or to obtain the surrender of, any
outstanding warrants, options or other rights to acquire shares of any class of equity Securities
of the Company now or hereafter outstanding, and (d) any payment or prepayment of principal of,
premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including
in-substance or legal defeasance), sinking fund or similar payment with respect to Permitted
Subordinated Indebtedness.



“Restricted Subsidiary” means VOL, V-HK, the Cotai Subsidiary, and each other Subsidiary of
the Company (other than the Borrower) that is not an Excluded Subsidiary, whether existing on the
Closing Date or subsequently formed or acquired.



“Revolving Credit Facility” is defined in subsection 2.1A(ii).



“Revolving Loan Commitment” means the Initial Revolving Loan Commitments and any New Revolving
Loan Commitments, and “Revolving Loan Commitments” means such commitments of all the Lenders in the
aggregate.



“Revolving Loan Commitment Amount” means, with respect to the Initial Revolving Loans,
$500,000,000, as such amount may be reduced pursuant to the terms of this Agreement.


 


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“Revolving Loan Commitment Termination Date” means the earlier of (a) the occurrence of a
Commitment Termination Event or (b) the date that is one month prior to the fifth anniversary of
the Closing Date.



“Revolving Loan Exposure” means, with respect to any Lender as of any date of determination
(a) prior to the Revolving Loan Commitment Termination Date, that Lender’s Revolving Loan
Commitment and the aggregate outstanding principal amount of the Revolving Loans made by that
Lender, (b) after the Revolving Loan Commitment Termination Date, the aggregate outstanding
principal amount of the Revolving Loans of that Lender, and (c) in the case of the Swing Line
Lender, the aggregate outstanding principal amount of all Swing Line Loans (net of any repayments
thereof with Revolving Loans by other Lenders); provided that for purposes of the foregoing
clauses (a), (b) and (c), the Revolving Loan Commitment and Revolving Loans of each Revolving Loan
HK Dollar Lender and each Revolving Loan Pataca Lender shall be expressed in Dollars using the
applicable Closing FX Rate.



“Revolving Loan Dollar Lender” means a Lender that has a Revolving Loan Commitment denominated
in Dollars, as set forth on Schedule 2.1 (as may be modified pursuant to any transaction in
accordance with subsection 2.9). Notwithstanding anything to the contrary in this Agreement, no
Revolving Loan Dollar Lender shall be obligated to fund Revolving Loans (i) in an aggregate amount
exceeding the amount set forth for such Revolving Loan Dollar Lender on Schedule 2.1 and (ii) in
any currency other than Dollars.



“Revolving Loan HK Dollar Lender” means a Lender that has a Revolving Loan Commitment
denominated in HK Dollars, as set forth on Schedule 2.1 (as may be modified pursuant to any
transaction in accordance with subsection 2.9). Notwithstanding anything to the contrary in this
Agreement, no Revolving Loan HK Dollar Lender shall be obligated to fund Revolving Loans (i) in an
aggregate amount exceeding the amount set forth for such Revolving Loan HK Dollar Lender on
Schedule 2.1 and (ii) in any currency other than HK Dollars.



“Revolving Loan Lender” means each Revolving Loan Dollar Lender, Revolving Loan HK Dollar
Lender and Revolving Loan Pataca Lender.



“Revolving Loan Pataca Lender” means a Lender that has a Revolving Loan Commitment denominated
in Patacas, as set forth on Schedule 2.1 (as may be modified pursuant to any transaction in
accordance with subsection 2.9). Notwithstanding anything to the contrary in this Agreement, no
Revolving Loan Pataca Lender shall be obligated to fund Revolving Loans (i) in an aggregate amount
exceeding the amount set forth for such Revolving Loan Pataca Lender on Schedule 2.1 and (ii) in
any currency other than Patacas.



“Revolving Loans” means the Initial Revolving Loans and any New Revolving Loans.



“Revolving Note” means a promissory note of the Borrower payable to any Revolving Loan Lender,
substantially in the form of Exhibit A-2 hereto (as such promissory note may be amended,
endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness of the
Borrower to such Revolving Loan Lender resulting from outstanding Revolving Loans, and also means
all other promissory notes accepted from time to time in substitution therefor or renewal thereof.


 


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“RL Percentage” means, relative to any Lender, the applicable percentage (based on the
aggregate Revolving Loan Commitment of such Lender expressed in Dollars using the Closing FX Rates)
relating to Revolving Loans set forth opposite its name on Schedule 2.1 hereto (as may be
modified pursuant to any transaction in accordance with subsection 2.9) under the Revolving Loan
Commitment column or set forth in an Assignment Agreement under the Revolving Loan Commitment
column, as such percentage may be adjusted from time to time pursuant to Assignment Agreements
executed by such Lender and its assignee Lender and delivered pursuant to subsection 10.1B or by
cancellations and terminations of Revolving Loan Commitments in accordance with this Agreement. A
Lender shall not have any Revolving Loan Commitment if its percentage under the Revolving Loan
Commitment column is zero.



“Sands Macao Casino” means the Company’s existing casino hotel and entertainment complex
located on the Sands Macao Site.



“Sands Macao Land Concession Contract” means the land concession contract, as published in the
Official Bulletin on December 10, 2003, between Macau SAR and the Company and as amended as
published in the Official Bulletin on April 23, 2008 (as amended, supplemented or otherwise
modified) pursuant to which Macau SAR has leased certain land in Macau SAR to the Company, and on
which the Sands Macao Casino and Sands Macao Podium Expansion Project are located.



“Sands Macao Podium Expansion Project” means the ownership, operation and maintenance by the
Company of the recent expansion of the Sands Macao Casino, including the expansion of the “podium”
(together with certain related project and maintenance capital expenditures) on the Sands Macao
Site and the hotel rooms and/or restaurants; other than any portion of such Project that has been
sold in a Permitted Asset Disposition pursuant to the terms hereof.



“Sands Macao Site” means the land near the Macau Hong Kong Ferry Terminal which is leased to
the Company pursuant to the Sands Macao Land Concession Contract.



“SCL” means Sands China Ltd., a Cayman Islands corporation.



“SEC” means the Securities and Exchange Commission, or any Governmental Instrumentality
succeeding to any of its principal functions.



“Second Lien Intercreditor Agreement” means the Second Lien Intercreditor Agreement
substantially in the form of Exhibit W among the Administrative Agent, the Collateral Agent and one
or more Senior Representatives for holders of Permitted Junior Secured Refinancing Debt, with such
modifications thereto as the Administrative Agent and Collateral Agent may reasonably agree.



“Section 951(a) Income” means income includable in the gross income of the Parent (or any
member of the consolidated group of which the Parent is the common parent) for U.S. federal income
tax purposes pursuant to Section 951(a) of the Code, as a result of the operations of the Company
and its Subsidiaries after December 31, 2010; provided that any such income includable in
the gross income of the Parent (or any member of the consolidated group of which the Parent is the
common parent) that is attributable to the operations of any Excluded
Subsidiaries (unless cash distributions in an amount equal to such income are received by the
Company or any other Loan Party from such Excluded Subsidiary solely for purposes of making Tax
Distributions) shall not constitute Section 951(a) Income.


 


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“Secured Parties” means, collectively, the Lenders, each Issuing Lender, the Agents, each
counterparty to a Rate/FX Protection Agreement that is (or at the time such Rate/FX Protection
Agreement was entered into, was) a Lender or an Agent or an Affiliate thereof entered into by any
Loan Party.



“Securities” means any stock, shares, partnership interests, voting trust certificates,
certificates of interest or participation in any profit-sharing agreement or arrangement, options,
warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or in general any instruments commonly known as
“securities” or any certificates of interest, shares or participations in temporary or interim
certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire,
any of the foregoing.



“Securities Act” means the Securities Act of 1933, as amended from time to time, and any
successor statute.



“Security Agreement” means the Security Agreement executed and delivered by the Borrower and
each Guarantor substantially in the form of Exhibit E-2 annexed hereto.



“Senior Representative” means, with respect to any Series of Permitted Pari Passu Secured
Refinancing Debt or Permitted Junior Secured Refinancing Debt, the trustee, administrative agent,
collateral agent, security agent or similar agent under the indenture or agreement pursuant to
which such Indebtedness is issued, insured or otherwise obtained, as the case may be, and each of
their successors in such capacities.



“Series” is defined in Section 2.9B.



“Settlement Confirmation” is defined in subsection 10.1B(i).



“Settlement Service” is defined in subsection 10.1C.



“Shared Services Agreement” means that certain Shared Services Agreement dated as of November
8, 2009 among the Parent and SCL, as amended on November 9, 2010, and any replacements thereof.



“Shareholder Subordinated Indebtedness” means Permitted Subordinated Indebtedness held by
Parent or any of its Affiliates or Related Parties (other than a Loan Party) that has a maturity
date after the Maturity Date of the Term Loans, that does not pay any cash interest, that does not
bind the obligor(s) thereon by the provisions of any covenants other than customary affirmative
covenants, and that does not contain any cross-default provisions to any other Indebtedness of such
obligor(s).



“Sheraton Hotel” means the hotel and mixed use towers (designated as towers “6A&B”) on Site 5
& 6 that is currently contemplated to be Sheraton branded.


 


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“Sheraton Hotel Management Agreement” means the operation, maintenance and management
agreements (together with all related and associated agreements), entered into between VOL and
Starwood Asian Pacific Hotels & Resorts Pte. Ltd. or another hotel management company reasonably
satisfactory to the Administrative Agent, which provides for the operation, maintenance and
management of the Sheraton Hotel by Starwood Asian Pacific Hotels & Resorts Pte. Ltd. or an
Affiliate thereof, or such other hotel management company.



“Site” means any of Site 1, Site 2, Site 3, Site 5 & 6, Site 7, Site 8, or the Sands Macao
Site, as any such Site may be modified in a non-material manner in accordance with the Cotai Plan.



“Site 1” means the real property designated as such on the Cotai Plan, on which the Venetian
Macao Overall Project has been developed.



“Site 2” means the real property designated as such on the Cotai Plan, on which the Four
Seasons Overall Project has been developed.



“Site 3” means the real property designated as such on the Cotai Plan.



“Site 3 Agreement” means all agreements regarding the development of a casino resort on Site 3
which, on the date hereof, are expected to include an investment agreement, an undertaking to sell
agreement effective as a right in rem, a purchase and sale deed, a finance multiparty agreement,
condominium bylaws, and an infrastructure agreement, but shall not be limited to such agreements.



“Site 5 & 6” means the real property designated as such on the Cotai Plan, on which the VOL
Casino Hotel Resort Project is being developed.



“Site 7” means the real property designated as such on the Cotai Plan, on which a Casino
Operation Project is intended to be developed.



“Site 8” means the real property designated as such on the Cotai Plan, on which a Casino
Operation Project is intended to be developed.



“SMBC” is defined in the preamble.



“Solvent” means, with respect to any Person, that as of the date of determination both (a) (i)
the then fair saleable value of the property of such Person is (A) greater than the total amount of
liabilities (including contingent liabilities) of such Person and (B) not less than the amount that
will be required to pay the probable liabilities on such Person’s then existing debts as they
become absolute and matured considering all financing alternatives and potential asset sales
reasonably available to such Person; (ii) such Person’s capital is not unreasonably small in
relation to its business or any contemplated or undertaken transaction; and (iii) such Person does
not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond
its ability to pay such debts as they become due; and (b) such Person is “solvent” within the
meaning given that term and similar terms under applicable laws relating to fraudulent transfers
and conveyances. For purposes of this definition, the amount of any contingent liability at any
time shall be computed as the amount that, in light of all of the facts and circumstances existing
at such time, represents the amount that can reasonably be expected to become an actual or
matured liability.


 


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“Specified Equity Contribution” has the meaning set forth in the definition of Consolidated
Adjusted EBITDA.



“Specified FF&E” means any furniture, fixtures, equipment and other personal property that is
financed or refinanced with the proceeds from an FF&E Facility, including each and every item or
unit of equipment acquired with the proceeds thereof, each and every item or unit of equipment
acquired by substitution or replacement thereof; all parts, components, attachments, accessions,
accessories, manuals, installation kits and other items pertaining to such property; all documents
(including all warehouse receipts, dock receipts, bills of lading and the like); all licenses
(other than Gaming Licenses and the IP License), manufacturers’ and other warranties, guarantees,
service contracts and related rights and interests covering all or any portion of such property
(including any rights in any third-party developed software or firmware (it being understood that
if the Company or any of its Affiliates makes any addition, improvement or modification to any such
third-party developed software or firmware, such third-party developed software or firmware shall
not be disqualified from being “Specified FF&E”, but such addition, improvement, or modification
shall not be considered “Specified FF&E” to the extent that either (i) the Company of such
Affiliate retains ownership of such improvement or modification or (ii) the applicable software
license otherwise permits the Company or any Affiliate to retain such ownership), any trademark
licenses and any other intellectual property solely related to any such property or other items of
Specified FF&E); and to the extent not otherwise included, all proceeds (including insurance and
condemnation proceeds) of any of the foregoing and all accessions to, substitutions and
replacements for, and the rents, profits and products of, each of the foregoing (including cash
collateral and collateral accounts) and such other collateral reasonably determined by the
Administrative Agent in its reasonable discretion. Specified FF&E may not be financed with the
proceeds of any borrowings made under this Agreement (other than temporary funding with the
proceeds of FF&E Deposit Loans, provided such Loans are reimbursed with proceeds of loans under the
relevant FF&E Facility, and other than costs related to transportation, installation and sales
taxes).



“Specified Proceedings” means (a) the litigation between the Parent and Steven Jacobs, an
individual, outstanding as of the Closing Date, (b) the litigation between the Parent and Richard
Suen, an individual, outstanding as of the Closing Date, (c) the ongoing or potential
investigations, in each case as of the Closing Date, of the Parent or any of its Subsidiaries by
regulatory and enforcement authorities worldwide, including, without limitation, the Audit
Committee, the United States Securities and Exchange Commission, the United States Department of
Justice, the Nevada Gaming Commission, the Nevada Gaming Control Board, the Pennsylvania Gaming
Authority, the Hong Kong Stock Exchange, the Securities and Futures Commission of Hong Kong, the
Casino Regulatory Authority of Singapore, and the Macau Gaming Authority; (d) any investigations
having similar subject matter initiated after the Closing Date; and (e) any civil securities class
actions or derivative lawsuits asserting that the Parent or the Parent’s directors inadequately
disclosed corruption risks or breached their fiduciary duties by establishing inadequate
anti-corruption practices or controls at the Parent or any of its Subsidiaries.


 


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“Standby Letter of Credit” means any standby letter of credit or similar instrument issued for
the purpose of supporting (a) Indebtedness of the Company or any other Loan Party in respect of
industrial revenue or development bonds or financings, (b) workers’ compensation liabilities of the
Company or any other Loan Party, (c) the obligations of third party insurers of the Company or any
other Loan Party arising by virtue of the laws of any jurisdiction requiring the third party
insurers, (d) obligations with respect to Capital Leases or Operating Leases of the Company or any
other Loan Party, (e) performance, payment, deposit or surety obligations of the Company or any
other Loan Party, in any case if required by Legal Requirement (including if required by any
Governmental Instrumentality or otherwise necessary in order to obtain any Permit related to any
Project) or in accordance with custom and practice in the industry, (f) Legal Requirements in
connection with the development of any Project and (g) for general corporate purposes of the
Company or any other Loan Party.



“St. Regis Hotel” means the hotel and mixed use tower (designated as tower “5B”) on Site 5 & 6
that is currently contemplated to be St. Regis branded.



“St. Regis Hotel Management Agreement” means the operation, maintenance and management
agreements (together with all related and associated agreements), entered into between VOL and
Starwood Asian Pacific Hotels & Resorts Pte Ltd. or another hotel management company reasonably
satisfactory to the Administrative Agent, which provides for the operation, maintenance and
management of the St. Regis Hotel by Starwood Asian Pacific Hotels & Resorts Pte Ltd. or an
Affiliate thereof, or such other hotel management company.



“Subsidiary” means, with respect to any Person, (a) any corporation, partnership, limited
liability company, association, joint venture or other business entity of which more than 50% of
the total voting power of shares of stock or other ownership interests entitled (without regard to
the occurrence of any contingency) to vote in the election of the Person or Persons (whether
directors, managers, trustees or other Persons performing similar functions) having the power to
direct or cause the direction of the management and policies thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof and (b) any partnership or limited liability company of which more
than 50% of such entities’ capital accounts, distribution rights, general or limited partnership
interests or membership interests are owned or controlled directly or indirectly by such Person or
one of more other Subsidiaries of that Person or a combination thereof.



“Substitute Borrower” is defined in subsection 2.7B(iv).



“Supplements to Gaming Sub-Concession Contract” means (i) the Memorandum from Macau SAR
(executed by The Secretary for Economy and Finance), dated December 23, 2002, pursuant to which the
Gaming Sub-Concession Contract was deemed no longer dependent on the Primary Gaming Concession
Contract, (ii) the letter dated December 19, 2002, executed by the government of Macau SAR,
authorizing the transfer of rights under the concession agreement to the Company pursuant to the
terms of the Gaming Sub-Concession Contract, and (iii) the letter dated December 19, 2002, executed
by the government of Macau SAR, confirming its rights and obligations with respect to the Gaming
Sub-Concession Contract.


 


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“Supplier Joint Venture” means any Person that supplies or provides materials or services to
any Loan Party or any contractor in relation to any Project and in which a Loan Party or one of its
Restricted Subsidiaries have Investments.



“Swing Line Lender” means BOC, in its capacity as Swing Line Lender.



“Swing Line Loans” is defined in subsection 2.1A(iii).



“Swing Line Note” means a promissory note of the Borrower payable to the Swing Line Lender,
substantially in the form of Exhibit A-3 annexed hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness
of the Borrower to the Swing Line Lender resulting from outstanding Swing Line Loans, and also
means all other promissory notes accepted from time to time in substitution therefor or renewal
thereof.



“Swing Line Sublimit” means $25,000,000.



“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation, or any
successor thereto, and if such Person shall for any reason no longer perform the function of a
securities rating agency, S&P shall be deemed to refer to any other rating agency designated by the
Borrower with the written consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed).



“Tax” or “Taxes” means any present or future tax, levy, impost, duty, charge, fee, deduction
or withholding of any nature and whatever called, by whomsoever, on whomsoever and wherever
imposed, levied, collected, withheld or assessed and any penalty or interest payable in connection
with any failure to pay or any delay in paying any of the foregoing; provided that “Tax on
the overall net income” of a Person shall be construed as a reference to a tax imposed by (x) the
jurisdiction in which that Person is organized or in which that Person’s principal office (and/or,
in the case of a Lender, its lending office) is located, (y) any jurisdiction in which that Person
(and/or, in the case of a Lender, its lending office) is deemed to be doing business, or (z) any
other jurisdiction as a result of a present or former connection between that Person and such
jurisdiction (other than any connection arising solely from that Person having executed, delivered
or performed its obligations or received a payment under this Agreement or any other Loan
Document), in each case on all or part of the net income, profits or gains (whether worldwide, or
only insofar as such income, profits or gains are considered to arise in or to relate to a
particular jurisdiction, or otherwise) of that Person (and/or, in the case of a Lender, its lending
office).



“Tax Distributions” is defined in subsection 7.5(iv).



“Tax Credit” means a credit against, relief or remission for, or repayment of any, Included
Taxes.



“Term Loan” means the Initial Term Loans and any New Term Loans.


 


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“Term Loan Commitment” means the Initial Term Loan Commitment and any New Term Loan
Commitments, and “Term Loan Commitments” means such commitments of all Lenders in the aggregate.



“Term Loan Commitment Amount” means, with respect to the Initial Term Loans, $3,200,000,000.



“Term Loan Commitment Termination Date” means, with respect to the Initial Term Loans, the
earliest of (a) the occurrence of a Commitment Termination Event, (b) the date on which the full
amount of the Term Loans available to be borrowed has been borrowed and (c) the date that is 60
days after September 30, 2011 or if such day is not a Business Day, the next succeeding Business
Day.



“Term Loan Dollar Lender” means a Lender that has a Term Loan Commitment denominated in
Dollars, as set forth on Schedule 2.1 (as may be modified pursuant to any transaction in accordance
with subsection 2.9). Notwithstanding anything to the contrary in this Agreement, no Term Loan
Dollar Lender shall be obligated to fund (i) in an amount exceeding the amount set forth for such
Term Loan Dollar Lender on Schedule 2.1 and (ii) in any currency other than Dollars.



“Term Loan Exposure” means, with respect to any Lender as of any date of determination, (a)
prior to the Term Loan Commitment Termination Date, the sum of that Lender’s Term Loan Commitment
and the aggregate outstanding principal amount of the Term Loans made by that Lender and (b) after
the Term Loan Commitment Termination Date, the outstanding principal amount of the Term Loans made
by that Lender; provided that, for purposes of the foregoing clauses (a) and (b), the Term
Loan Commitment and Term Loans of each Term Loan HK Dollar Lender and each Term Loan Pataca Lender
shall be expressed in Dollars using the applicable Closing FX Rate.



“Term Loan Facility” is defined in subsection 2.1A(i).



“Term Loan HK Dollar Lender” means a Lender that has a Term Loan Commitment denominated in HK
Dollars, as set forth on Schedule 2.1 (as may be modified pursuant to any transaction in accordance
with subsection 2.9). Notwithstanding anything to the contrary in this Agreement, no Term Loan HK
Dollar Lender shall be obligated to fund (i) in an amount exceeding the amount set forth for such
Term Loan HK Dollar Lender on Schedule 2.1 and (ii) in any currency other than HK Dollars.



“Term Loan Lender” means each Term Loan Dollar Lender, Term Loan HK Dollar Lender and Term
Loan Pataca Lender.



“Term Loan Note” means a promissory note of the Borrower payable to any Lender, substantially
in the form of Exhibit A-1 annexed hereto (as such promissory note may be amended, endorsed
or otherwise modified from time to time), evidencing the aggregate Indebtedness of the Borrower to
such Lender resulting from outstanding Term Loans, and also means all other promissory notes
accepted from time to time in substitution therefor or renewal thereof.


 


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“Term Loan Pataca Lender” means a Lender that has a Term Loan Commitment denominated in
Patacas, as set forth on Schedule 2.1 (as may be modified pursuant to any transaction in accordance
with subsection 2.9). Notwithstanding anything to the contrary in this Agreement, no Term Loan
Pataca Lender shall be obligated to fund (i) in an amount exceeding the amount set forth for such
Term Loan Pataca Lender on Schedule 2.1 and (ii) in any currency other than Patacas.



“Termination Date” means the date on which all payment Obligations then due and payable have
been repaid in full in cash, all Letters of Credit have been terminated or expired (or been cash
collateralized or otherwise secured on terms and conditions satisfactory to the Issuing Lender of
such Letter of Credit) and all Commitments shall have terminated.



“TL Percentage” means, relative to any Lender, the applicable percentage (based on the
aggregate Term Loan Commitment of such Lender expressed in Dollars using the Closing FX Rates)
relating to Term Loans set forth opposite its name on Schedule 2.1 hereto (as may be
modified pursuant to any transaction in accordance with subsection 2.9) under the Term Loan
Commitment column or set forth in a Assignment Agreement under the Term Loan Commitment column, as
such percentage may be adjusted from time to time pursuant to Assignment Agreements executed by
such Lender and its assignee Lender and delivered pursuant to subsection 10.1B or by cancellations
and terminations of Term Loan Commitments in accordance with subsection 10.1I. A Lender shall not
have any Term Loan Commitment if its percentage under the Term Loan Commitment column is zero.



“Total Utilization of Revolving Loan Commitments” means, as at any date of determination, the
sum of (a) the aggregate principal amount of all outstanding Revolving Loans (other than Revolving
Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing Issuing Lender
for any amount drawn under any Letter of Credit, but not yet so applied), plus (b) the
aggregate principal amount of all outstanding Swing Line Loans, plus (c) the Letter of
Credit Usage.



“Transaction Costs” means the fees, costs and expenses payable by the Borrower on or before
the Closing Date in connection with this Agreement, the other Loan Documents, and the initial
Credit Extension hereunder.



“UBS” is defined in the preamble.



“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New
York; provided, that if, with respect to any UCC financing statement or by reason of any
provisions of law, the perfection or the effect of perfection or non-perfection of the security
interests granted to the Collateral Agent pursuant to the applicable Loan Document is governed by
the Uniform Commercial Code as in effect in a jurisdiction of the United States other than New
York, then “UCC” means the Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions of each Loan Document and any UCC financing statement
relating to such perfection or effect of perfection or non-perfection.


 


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“Undisclosed Administration” means in relation to a Lender, the appointment of an
administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar
officer by a supervisory authority or regulator under or based on the law in the country where
such Lender is subject to home jurisdiction supervision if applicable law requires that such
appointment is not to be publicly disclosed.



“United States” or “U.S.” means the United States, its fifty states and the District of
Columbia.



“UOB” is defined in the preamble.



“US Collateral Account Agreement” means the Deposit Account Control Agreement(s), to be
entered into among the Borrower and the Administrative Agent, in substantially the form of
Exhibit E-4 hereto.



“USD Livrança” means that certain promissory note substantially in the form of Exhibit
E-12, regarding the Loans executed by the Borrower, and endorsed by each Guarantor, in favor of
the Collateral Agent.



“Usufruct Agreements” means the usufruct agreements related to the minority shareholders of
the Company and the Company’s Subsidiaries, which minority equity interest is required by Legal
Requirements of Macau SAR.



“Venetian Macao Casino” means the ownership of the casino and the operation and maintenance by
the Company of the casino and gaming space, located within the Venetian Macao Resort Project, and
the purchase of associated gaming machines, utensils and equipment.



“Venetian Macao Convention Center” means the ownership, operation and maintenance by the Cotai
Subsidiary of a convention center located on land leased under the Venetian Macao Land Concession
Contract and adjacent to the Venetian Macao Resort Project.



“Venetian Macao Land Concession Contract” means the land concession contract, as published in
the Official Bulletin on April 18, 2007, as amended as published in the Official Bulletin on
October 29, 2008, entered into between Macau SAR, the Cotai Subsidiary and the Company pursuant to
which Macau SAR has leased Sites 1, 2 and 3 to the Cotai Subsidiary and the Cotai Subsidiary has
transferred, by way of a deed, the Casino unit as defined therein to the Company, and on which the
Venetian Macao Overall Project and the Four Seasons Macao Overall Project have been substantially
built and on which a Casino Operation Project on Site 3 is intended to be built.



“Venetian Macao Mall” means the ownership, operation and maintenance of a retail complex as
part of the Venetian Macao Resort Project by the Cotai Subsidiary.



“Venetian Macao Overall Project” means the Venetian Macao Casino, the Venetian Macao Resort
Project, the Venetian Macao Convention Center and the Venetian Macao Mall and related parts of the
Venetian Macao complex, including the energy center and the area generally referred to as the
arena; other than any such component that has been sold in a Permitted Asset Disposition pursuant
to the terms hereof.


 


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“Venetian Macao Resort Project” means the ownership, operation and maintenance by the Cotai
Subsidiary of an approximately 3,000 suite luxury hotel resort located on Site 1, which is leased
to the Cotai Subsidiary pursuant to the Venetian Macao Land Concession Contract.



“V-HK” means V-HK Services Limited, a Hong Kong corporation.



“VOL” means Venetian Orient Limited, a Macau corporation.



“VOL Casino” means the casino or gaming space in, or to be developed in the VOL Casino Hotel
Resort Project, which casino or gaming space, subject to the terms and conditions set forth herein,
will be owned by VOL and operated by the Company, and the purchase of associated gaming machines,
utensils and equipment.



“VOL Casino Hotel Resort Project” means the VOL Casino, casino hotel resorts and retail
complexes developed on Site 5 & 6, which casino hotel resorts will be owned, operated and
maintained (other than any casino and gaming areas therein which shall be operated by the Company)
by VOL.



“VOL Casino Hotel Resort Opening Date” means, with respect to the VOL Casino Hotel Resort
Project, the date on which (x) the mall common areas, (y) 1,500 hotel rooms and (z) 3,000 gaming
“positions” in the casino (with positions being calculated as one for each position at an
electronic gaming machine, one position for each slot machine and seven positions for each live
gaming table) shall be open to the general public, as certified by the Company to the
Administrative Agent.



“VOL Casino Hotel Resort Substantial Operations Date” means, with respect to the VOL Casino
Hotel Resort Project, a date following the VOL Casino Hotel Resort Opening Date on which (x) 3,500
hotel rooms and (y) 5,500 gaming “positions” in the casino (with positions being calculated as one
for each position at an electronic gaming machine, one position for each slot machine and seven
positions for each live gaming table) shall be open to the general public, as certified by the
Company to the Administrative Agent.



“VOL Credit Agreement” means that certain Credit Agreement dated as of May 17, 2010 among
Venetian Orient Limited, as borrower, each other loan party, the Bank of Nova Scotia, as
administrative agent, Goldman Sachs Lending Partners LLC, BNP Paribas, Hong Kong Branch, Citibank,
N.A., Citigroup Global Markets Asia Limited, Citicorp Financial Services Limited, Citibank, N.A.,
Hong Kong Branch, UBS AG Hong Kong Branch and Barclays Capital (the investment banking division of
Barclays Bank PLC) as global coordinators, co-syndication agents and bookrunners, Bank of China
Limited, Macau Branch and Industrial and Commercial Bank of China (Macau) Limited, as global
coordinators and bookrunners, Banco Nacional Ultramarino, S.A., DBS Bank Ltd. and Oversea-Chinese
Banking Corporation Limited, as mandated lead arrangers and bookrunners, and each of the other
agents and arrangers from time to time party thereto and the financial institutions from time to
time party thereto, as the same has been and may be amended, amended and restated, supplemented, or
otherwise modified from time to time.



“VOL Investment” means an Investment in VOL, the proceeds of which are to be used by VOL in
connection with (i) its current Indebtedness (including accrued interest thereon, and
fees and expenses relating thereto), and (ii) the development, construction and completion of
the VOL Casino Hotel Resort Project.


 


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“VOL Land Concession Contract” means the land concession contract, as published in the
Official Bulletin on May 12, 2010, entered into between Macau SAR, VOL and the Company pursuant to
which Macau SAR has leased Site 5 & 6 and Tropical Garden to VOL and the Company has been
commissioned with the operation of the VOL Casino.



“Wing Lung” is defined in the preamble.



1.2 Accounting Terms; Utilization of GAAP for Purposes of Calculations Under
Agreement.



Except as otherwise expressly provided in this Agreement (including the last sentence of this
subsection 1.2), all accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with GAAP. Financial statements and other information required to be
delivered by the Borrower to Lenders pursuant to clauses (ii), (iii), (iv) and (xiii) of subsection
6.1 shall be prepared in accordance with GAAP as in effect at the time of such preparation (and
delivered together with the reconciliation statements provided for in subsection 6.1(v)) except for
those exceptions from GAAP that are called for by the requirements of those sections. Calculations
in connection with the definitions, covenants and other provisions of this Agreement shall utilize
accounting principles and policies in conformity with those used to prepare the financial
statements referred to in the first sentence of subsection 5.3. For the purposes of this
Agreement, “consolidated” with respect to any Person shall mean, unless expressly stated to be
otherwise, such Person consolidated with its Restricted Subsidiaries and shall not include any
Excluded Subsidiary; provided that the parties acknowledge that such definition of
“consolidated” is not in accordance with GAAP. For the avoidance of doubt, any obligations of a
Person under a lease (whether existing now or entered into in the future) that is not (or would not
be) required to be classified and accounted for as a Capital Lease on a balance sheet of such
Person under GAAP as in effect on the date hereof shall not be treated as Capital Lease as a result
of (x) the adoption of changes in GAAP after such date or (y) changes in the application of GAAP
after such date.



1.3 Other Definitional Provisions and Rules of Construction.



A. Any of the terms defined herein may, unless the context otherwise requires, be used in the
singular or the plural, depending on the reference.



B. References to “Sections” and “subsections” shall be to Sections and subsections,
respectively, of this Agreement unless otherwise specifically provided.



C. The use in any of the Loan Documents of the word “include” or “including”, when following
any general statement, term or matter, shall not be construed to limit such statement, term or
matter to the specific items or matters set forth immediately following such word or to similar
items or matters, whether or not nonlimiting language (such as “without limitation” or “but not
limited to” or words of similar import) is used with reference thereto, but rather shall be deemed
to refer to all other items or matters that fall within the broadest possible scope of such general
statement, term or matter.


 


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D. References to a Potential Event of Default or Event of Default as “continuing” shall mean
that such Potential Event of Default or Event of Default has not been either (i) remedied or (ii)
waived in writing.



Any reference to any agreement or instrument shall be deemed to include a reference to such
agreement or instrument as assigned, amended, supplemented or otherwise modified from time to time,
unless such assignment, amendment, supplement or modification is prohibited by subsection 7.13 (to
the extent applicable).



1.4 Exchange Rates.



Not later than 1:00p.m. (Macau SAR time) on each Recalculation Date, the Administrative Agent
shall (i) determine the Exchange Rate as of such Recalculation Date with respect to Patacas and HK
Dollars to be used for calculating the Dollar Equivalent and (ii) give notice thereof to the
Lenders and the Borrower. The Exchange Rate so determined shall become effective on the relevant
Recalculation Date, shall remain effective until the next succeeding Recalculation Date, and shall
for all purposes of this Agreement (other than any provision expressly requiring the use of a
Closing FX Rate or a current Exchange Rate) be the Exchange Rate employed in converting any amounts
between Dollars and Patacas or HK Dollars, as the case may be.



For purposes of determining compliance under Section 7 with respect to any amount in Patacas
or HK Dollars, as the case may be, such amount shall be deemed to equal the Dollar Equivalent
thereof at the Exchange Rate in effect at the time of such incurrence. Notwithstanding anything
else in this Agreement, the maximum amount of Indebtedness, Liens, Investments and other basket
amounts that the Company, the Borrower and the Restricted Subsidiaries may incur under Section 7
shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, Liens,
Investments and other basket amounts, solely as a result of fluctuations in the exchange rate of
currencies. When calculating capacity for the incurrence of additional Indebtedness, Liens,
Investments and other basket amounts by the Company, the Borrower and the Restricted Subsidiaries
under Section 7 the exchange rate of currencies shall be measured as of the date of calculation.



Section 2. Amounts and Terms of Commitments and Loans.



2.1 Commitments; Making of Loans; the Register; Notes.



A. Commitments. Subject to the terms and conditions of this Agreement, each Lender
hereby severally agrees to make the Loans described in this subsection 2.1.A.




(i) Initial Term Loans. On and after the Closing Date but on or prior to the
Term Loan Commitment Termination Date each Term Loan Lender agrees that it will severally
make loans (relative to such Lender, its “Initial Term Loans” ) as follows:




(a) in the case of each Term Loan Dollar Lender, in an amount equal to such Lender’s TL
Percentage of the aggregate amount of the borrowing of the Initial Term Loans requested by
the Borrower to be made on such day;


 


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(b) in the case of each Term Loan HK Dollar Lender, in an amount equal to such Lender’s
TL Percentage of the aggregate amount of the borrowing of the Initial Term Loans requested
by the Borrower to be made on such day, in HK Dollars based on the Closing FX Rates for the
conversion of Dollars into HK Dollars; and




(c) in the case of each Term Loan Pataca Lender, in an amount equal to such Lender’s TL
Percentage of the aggregate amount of the borrowing of the Initial Term Loans requested by
the Borrower to be made on such day, in Patacas based on the Closing FX Rates for the
conversion of Dollars into Patacas.




No amounts paid or prepaid with respect to Term Loans may be reborrowed. No Term Loan
Lender shall be permitted or required to make any Term Loan if, after giving effect thereto,
the aggregate outstanding principal amount of all Term Loans of such Term Loan Lender would
exceed such Lender’s TL Percentage of the then existing Term Loan Commitment Amount. Each
Lender’s Term Loan Commitment to make Initial Term Loans pursuant to this subsection 2.1A(i)
shall expire on the Term Loan Commitment Termination Date. All Loans made or committed to be
made under this subsection, collectively, the “Term Loan Facility”.




(ii) Revolving Loans. From time to time on any Business Day occurring on or
after the Closing Date but prior to the Revolving Loan Commitment Termination Date, each
Revolving Loan Lender agrees that it will severally make loans (relative to such Lender, its
“Initial Revolving Loans” ) as follows:




(a) in the case of each Revolving Loan Dollar Lender, in an amount equal to such
Lender’s RL Percentage of the aggregate amount of the borrowing of the Initial Revolving
Loans requested by the Borrower to be made on such day;




(b) in the case of each Revolving Loan HK Dollar Lender, in an amount equal to such
Lender’s RL Percentage of the aggregate amount of the borrowing of the Initial Revolving
Loans requested by the Borrower to be made on such day, in HK Dollars based on the Closing
FX Rates for the conversion of Dollars into HK Dollars; and




(c) in the case of each Revolving Loan Pataca Lender, in an amount equal to such
Lender’s RL Percentage of the aggregate amount of the borrowing of the Initial Revolving
Loans requested by the Borrower to be made on such day, in Patacas based on the Closing FX
Rates for the conversion of Dollars into Patacas.




On the terms and subject to the conditions hereof, the Borrower may from time to time
borrow, prepay and reborrow Revolving Loans. No Revolving Loan Lender shall be permitted or
required to make any Revolving Loan if, after giving effect thereto, the aggregate
outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together
with such Lender’s RL Percentage of the Letter of Credit Usage, would exceed such Lender’s
RL Percentage of the then existing Revolving Loan Commitment Amount and in no event shall
the Total Utilization of Revolving Loan Commitments at any time exceed the Revolving Loan
Commitments then in effect. Each Lender’s Revolving Loan Commitment shall expire on the
Revolving Loan Commitment
Termination Date and all Revolving Loans and all other amounts owed hereunder with respect
to the Revolving Loans and the Revolving Loan Commitments shall be repaid in full no later
than that date. All Loans made or committed to be made under this subsection, collectively,
the “Revolving Credit Facility”.


 


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(iii) Swing Line Loans. At any time prior to the Revolving Loan Commitment
Termination Date, subject to the terms and conditions hereof, Swing Line Lender hereby
agrees to make loans (the “Swing Line Loans”) to the Borrower, in Dollars, HK Dollars or
Patacas as requested by the Borrower, in the aggregate amount up to but not exceeding the
Swing Line Sublimit; provided, that after giving effect to the making of any Swing
Line Loan, in no event shall the Total Utilization of Revolving Loan Commitments exceed the
Revolving Loan Commitments then in effect. Amounts borrowed pursuant to this subsection
2.1A(iii) may be repaid and reborrowed during the Revolving Commitment Period. The Swing
Line Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment
Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect
to the Swing Line Loans shall be paid in full no later than such date.



B. Borrowing Mechanics. Loans made on any Funding Date (other than Revolving Loans
made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount
of a drawing under a Letter of Credit issued by it, and Swing Line Loans which shall be governed by
the provisions of subsection 2.10), shall be in an aggregate minimum amount of (x) $15,000,000 and
integral multiples of $5,000,000 in excess of that amount in the case of Term Loans and (y)
$1,000,000 and integral multiples of $500,000 in the case of Revolving Loans; it being understood
that each amount set forth in the foregoing clauses (x) and (y) shall apply to the requested
aggregate amount of all Term Loans or Revolving Loans, as applicable, to be made on such Funding
Date (calculated using the Dollar Equivalent (based on the applicable Closing FX Rates) in the case
of Loans denominated in HK Dollars and Patacas).



Whenever the Borrower desires that Lenders make Term Loans (other than any initial Credit
Extensions on the Closing Date, in which case the Borrower shall deliver a Borrowing Notice in
accordance with subsection 4.1A(v)), the Borrower shall deliver to the Administrative Agent a
Borrowing Notice with respect to such Term Loans. Each such Borrowing Notice must be received by
the Administrative Agent prior to 11:00a.m., Macau SAR time, at least five Business Days prior to
the requested Funding Date (or such shorter period acceptable to the Administrative Agent) and must
specify (i) the amount of Term Loans to be borrowed, (ii) the requested Funding Date and (iii) in
the case of Eurodollar Rate Loans and HIBOR Rate Loans, the length of the initial Interest Period
therefor. Each relevant Lender will make the amount of its share of each borrowing as is required
hereunder available to the Administrative Agent in immediately available Dollars, Patacas or HK
Dollars, as applicable.


 


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Whenever the Borrower desires that Lenders make Revolving Loans (other than Revolving Loans
made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount
of a drawing under a Letter of Credit issued by it, and Swing Line Loans which shall be governed by
the provisions of subsection 2.10), it shall deliver to the Administrative Agent a Borrowing Notice
no later than 11:00a.m. Macau SAR time) at least five Business Days in advance of the proposed
Funding Date. The Borrowing Notice shall specify (i)
the proposed Funding Date (which shall be a Business Day), (ii) the amount of Revolving Loans
requested, (iii) whether such Revolving Loans that are denominated in Dollars shall be Base Rate
Loans or Eurodollar Rate Loans, and (iv) in the case of any Loans requested to be made as
Eurodollar Rate Loans and in the case of the HIBOR Rate Loans, the initial Interest Period
requested therefor. Each relevant Lender will make the amount of its share of each borrowing as is
required pursuant to and subject to the applicable requirements of this Section 2 available to the
Administrative Agent in immediately available Dollars, Patacas or HK Dollars, as applicable. The
Borrower shall notify the Administrative Agent prior to the funding of any such Revolving Loans in
the event that any of the matters to which the Borrower is required to certify in the applicable
Borrowing Notice is no longer true and correct as of the applicable Funding Date, and the
acceptance by the Borrower of the proceeds of any such Revolving Loans shall constitute a
recertification by the Borrower, as of the applicable Funding Date, as to the matters to which the
Borrower is required to certify in the applicable Borrowing Notice.



Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Borrowing Notice for a
Eurodollar Rate Loan or a HIBOR Rate Loan shall be irrevocable on and after the related Interest
Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance
therewith; provided that in the case of the initial Borrowing on the Closing Date, the
Borrower may revoke such notice if any condition set forth in subsection 4.1 will not, in the
Borrower’s judgment, be satisfied or waived on or prior to the date on which the Lenders would fund
such Borrowing, and the Borrower shall pay any breakage and other costs incurred in connection with
any such revocation in accordance with subsection 2.6D.



C. Lending of Funds. All Loans under this Agreement shall be made by the Lenders
simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no
Lender shall be responsible for any default by any other Lender in that other Lender’s obligation
to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular
type of Loan requested be increased or decreased as a result of a default by any other Lender in
that other Lender’s obligation to make a Loan requested hereunder. Promptly after receipt by the
Administrative Agent of a Borrowing Notice pursuant to subsection 2.1B, the Administrative Agent
shall notify each Lender of the proposed borrowing. Each applicable Lender shall make the amount
of its Loan available to the Administrative Agent not later than 11:00a.m. (Macau SAR time) on the
applicable Funding Date (or, for purposes of the initial funding on the Closing Date only, such
other time agreed to by the Administrative Agent and the Borrower and notified in writing to the
Term Loan Lenders), in same day funds in Dollars, Patacas or HK Dollars, as applicable, by wire
transfer (together with the applicable SWIFT confirmation) at the applicable Payment and Funding
Office, and the Administrative Agent shall make such funds in the case of Term Loans (other than
proceeds of Term Loans made on the initial Funding Date that are applied to the Refinancing,
Investments described in clause (i) of the definition of “VOL Investment” and to pay Transaction
Costs) and Revolving Loans, available no later than 1:00p.m. (Macau SAR time) on the applicable
Funding Date (or, for purposes of the initial funding on the Closing Date only, such other time
agreed to by the Administrative Agent and the Borrower and notified in writing to the Revolving
Loan Lenders) by depositing such Term Loans (other than proceeds of Term Loans made on the initial
Funding Date that are applied to the Refinancing, Investments described in clause (i) of the
definition of “VOL Investment” and to pay Transaction Costs) and Revolving Loans, to the account or
accounts as directed by the Borrower.


 


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Unless the Administrative Agent shall have been notified by any Lender prior to the Funding
Date for any Loans that such Lender does not intend to make available to the Administrative Agent
the amount of such Lender’s Loan requested on such Funding Date, the Administrative Agent may
assume that such Lender has made such amount available to the Administrative Agent on such Funding
Date and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make
available to the Borrower a corresponding amount on such Funding Date. If such corresponding
amount is not in fact made available to the Administrative Agent by such Lender, the Administrative
Agent shall be entitled to recover such corresponding amount on demand from such Lender together
with interest thereon, for each day from such Funding Date until the date such amount is paid to
the Administrative Agent, at the customary rate set by the Administrative Agent for the correction
of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does
not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, the
Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such
corresponding amount to the Administrative Agent together with interest thereon, for each day from
such Funding Date until the date such amount is paid to the Administrative Agent, at the rate
payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed
to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any
rights that the Borrower may have against any Lender as a result of any default by such Lender
hereunder.



D. The Register.




(i) The Administrative Agent (or its agent or sub-agent appointed by it) shall
maintain, as agent for the Borrower, at its address referred to in subsection 10.9, a
register for the recordation of the names and addresses of Lenders and the Commitments and
Loans of each Lender from time to time (the “Register”). The Register, as in effect at the
close of business on the preceding Business Day, shall be available for inspection by the
Borrower or any Lender at any reasonable time and from time to time upon reasonable prior
notice.




(ii) The Administrative Agent shall record, or shall cause to be recorded, in the
Register the Commitment and the Loans (in accordance with the provisions of subsection 10.1,
and, for any Loans or Commitments denominated in HK Dollars or Patacas, including the Dollar
Equivalent amount of such Loans and Commitments calculated using the Closing FX Rate) from
time to time of each Lender, and each repayment or prepayment in respect of the principal
amount of the Loans of each Lender (and any cancellations of Term Loans pursuant to and in
accordance with the terms and conditions of subsection 10.1I). Any such recordation shall
be conclusive and binding on the Borrower and each Lender, absent manifest error;
provided that failure to make any such recordation, or any error in such
recordation, shall not affect any Lender’s Commitments or the Obligations of any Loan Party
in respect of any applicable Loans.




(iii) Each Lender shall record on its internal records (including the Notes held by
such Lender) the amount of each Loan made by it and each payment in respect thereof. Any
such recordation shall be conclusive and binding on the Borrower, absent manifest error;
provided that failure to make any such recordation, or any error in such
recordation, shall not affect any Lender’s Commitments or the Obligations of any Loan
Party in respect of any applicable Loans; and provided, further that in the
event of any inconsistency between the Register and any Lender’s records, the recordations
in the Register shall govern.


 


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(iv) The Administrative Agent and Lenders shall deem and treat the Persons listed as
Lenders in the Register as the holders and owners of the corresponding Commitments and Loans
listed therein for all purposes hereof, and no assignment or transfer of any such Commitment
or Loan shall be effective, in each case unless and until an Assignment Agreement effecting
the assignment or transfer thereof shall have been accepted by the Administrative Agent and
recorded in the Register as provided in subsections 10.1B(ii) or 10.1I(vi), as applicable.
Prior to such recordation, all amounts owed with respect to the applicable Commitment or
Loan shall be owed to the Lender listed in the Register as the owner thereof, and any
request, authority or consent of any Person who, at the time of making such request or
giving such authority or consent, is listed in the Register as a Lender shall be conclusive
and binding on any subsequent holder, assignee or transferee of the corresponding
Commitments or Loans.



E. Notes. The Borrower agrees that, upon request to the Administrative Agent by any
Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by,
and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s
Percentage of the original applicable Commitment. The Borrower hereby irrevocably authorizes each
Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s
Note (or on any continuation of such grid), which notations, if made, shall evidence, inter
alia, the date of, the outstanding principal amount of, and the interest rate and Interest
Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not
inconsistent with notations made by the Administrative Agent in the Register, be conclusive and
binding on each obligor absent manifest error; provided, however, that the failure
of any Lender to make any such notations shall not limit or otherwise affect any Obligations of any
Loan Party.



2.2 Interest on the Loans.



A. Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Loan
shall bear interest on the unpaid principal amount thereof from the date made through maturity
(whether by acceleration or otherwise) at a rate determined by reference to (i) in the case of
Revolving Loans (but not including Swing Line Loans) or Term Loans denominated in Dollars, the
Adjusted Eurodollar Rate or the Base Rate, or (ii) in the case of Revolving Loans (but not
including Swing Line Loans) or Term Loans denominated in Patacas or HK Dollars, the HIBOR Rate.
The applicable basis for determining the rate of interest with respect to any Loan shall be
selected by the Borrower initially at the time a Borrowing Notice is given with respect to such
Loan pursuant to subsection 2.1B, and the basis for determining the interest rate with respect to
any Loan may be changed from time to time pursuant to subsection 2.2D. If on any day a Loan is
outstanding with respect to which notice has not been delivered to the Administrative Agent in
accordance with the terms of this Agreement specifying the applicable basis for determining the
rate of interest, then for that day that Loan shall bear interest determined by reference to the
Base Rate. Subject to the provisions of subsections 2.2E, 2.6G and 2.7, the Loans shall bear
interest at a rate per annum as follows:




(a) if a Base Rate Loan, then from the date of funding of such Loan at the sum of the
Base Rate plus the Applicable Margin for such Loans; or




(b) if a Eurodollar Rate Loan, then from the date of funding of such Loan at the sum of
the Adjusted Eurodollar Rate plus the Applicable Margin for such Loans; or


 


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(c) if a HIBOR Rate Loan, then from the date of funding of such Loan at the sum of the
HIBOR Rate plus the Applicable Margin for such Loans; or




(d) if a Swing Line Loan, then from the date of funding of such Loan at the sum of
either (i) in the case of Swing Line Loans denominated in Dollars, the Adjusted Eurodollar
Rate for an Interest Period of one month or (ii) in the case of Swing Line Loans denominated
in HK Dollars or Patacas, the HIBOR Rate for an Interest Period of one month, in each case
plus the Applicable Margin for Revolving Loans.



All Eurodollar Rate Loans and HIBOR Rate Loans shall bear interest from and including the first day
of the applicable Interest Period to (but not including) the last day of such Interest Period at
the interest rate determined as applicable to such Eurodollar Rate Loan or HIBOR Rate Loan.



B. Interest Periods. In connection with each Eurodollar Rate Loan or HIBOR Rate Loan,
the Borrower may, pursuant to the applicable Borrowing Notice or Conversion/Continuation Notice, as
the case may be, select an interest period (each an “Interest Period”) to be applicable to such
Loan, which Interest Period shall be, at the Borrower’s option, either a one, two, three or six
month period (or, with the consent of all relevant Lenders, nine or twelve months, or a period of
less than one month if all relevant Lenders consent to such period); provided that:




(i) the initial Interest Period for any Eurodollar Rate Loan or HIBOR Rate Loan shall
commence on the Funding Date in respect of such Loan, in the case of a Loan initially made
as a Eurodollar Rate Loan or HIBOR Rate Loan, or on the Business Day specified in the
applicable Conversion/Continuation Notice, in the case of a Loan converted to a Eurodollar
Rate Loan or HIBOR Rate Loan;




(ii) in the case of immediately successive Interest Periods applicable to a Eurodollar
Rate Loan or HIBOR Rate Loan continued as such pursuant to a Conversion/Continuation Notice,
each successive Interest Period shall commence on the day on which the next preceding
Interest Period expires;




(iii) if an Interest Period would otherwise expire on a day that is not a Business Day,
such Interest Period shall expire on the next succeeding Business Day; provided
that, if any Interest Period would otherwise expire on a day that is not a Business Day but
is a day of the month after which no further Business Day occurs in such month, such
Interest Period shall expire on the next preceding Business Day;




(iv) any Interest Period that begins on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the calendar month at the
end of such Interest Period) shall, subject to subsection 2.2B(v), end on the last Business
Day of a calendar month;


 


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(v) no Interest Period with respect to any portion of the Loans shall extend beyond the
Maturity Date for such Loans;




(vi) no Interest Period shall extend beyond a date on which the Borrower is required to
make a scheduled payment of principal of the Loans unless the sum of (a) the aggregate
principal amount of Loans that are Base Rate Loans plus (b) the aggregate principal
amount of Loans that are Eurodollar Rate Loans or HIBOR Rate Loans with Interest Periods
expiring on or before such date plus (c) the excess of the Commitments then in
effect over the aggregate principal amount of the Loans then outstanding, equals or exceeds
the principal amount required to be paid on the Loans or the permanent reduction of the
Commitments that is scheduled to occur on such date;




(vii) there shall be no more than 12 Interest Periods outstanding at any time; and




(viii) in the event the Borrower fails to specify an Interest Period for any Eurodollar
Rate Loan or HIBOR Rate Loan in the applicable Borrowing Notice or Conversion/Continuation
Notice, the Borrower shall be deemed to have selected an Interest Period of one month.



C. Interest Payments. Subject to the provisions of subsection 2.2E, interest on each
Loan shall be payable in arrears (in the same currency as such Loan made to the Borrower) on each
Interest Payment Date with respect to such Loan, shall be payable in arrears upon any prepayment of
that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid, and
shall be payable in arrears at maturity of the Loans, including final maturity of the Loans.



D. Conversion or Continuation. Subject to the provisions of subsection 2.6, the
Borrower shall have the option (i) to convert at any time all or any part of its outstanding Loans
equal to $5,000,000 (or $1,000,000 in the case of Revolving Loans) and integral multiples of
$1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference
to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or
(ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan or HIBOR Rate
Loan, to continue all or any portion of such Loan equal to $3,000,000 and integral multiples of
$1,000,000 in excess of that amount as a Eurodollar Rate Loan or HIBOR Rate Loan, it being
understood that each amount set forth in the foregoing clauses (i) and (ii) shall apply to the
requested aggregate amount of such conversion or continuation, as applicable, to be so converted or
continued (calculated using the Dollar Equivalent (based on the applicable Closing FX Rates) in the
case of Loans denominated in HK Dollars and Patacas); and that in connection with a conversion or
continuation of a Loan denominated in HK Dollars or Patacas which originally met the requirements
of clause (i) or (ii) but no longer does solely due to fluctuation in exchange rates, such Loan
shall be deemed to satisfy the requirements of clause (i) or (ii) as applicable. For the avoidance
of doubt, a Eurodollar Rate Loan may be converted into a Base Rate Loan prior to the expiration
date of an Interest Period applicable thereto; provided that the Borrower shall pay any
breakage and other costs incurred in connection with any such conversion in accordance with
subsection 2.6D.


 


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The Borrower shall deliver a Conversion/Continuation Notice to the Administrative Agent no
later than 11:00a.m. (Macau SAR time) at least one Business Day in advance of the proposed
conversion date (in the case of a conversion to a Base Rate Loan) and at least five Business Days
in advance of the proposed conversion/continuation date (in the case of a conversion to a
Eurodollar Rate Loan, or a continuation of a Eurodollar Rate Loan or HIBOR Rate Loan). A
Conversion/Continuation Notice shall specify (i) the proposed conversion/continuation date (which
shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the
nature of the proposed conversion/continuation, (iv) in the case of a conversion to a Eurodollar
Rate Loan, or a continuation of a Eurodollar Rate Loan or HIBOR Rate Loan, the requested Interest
Period and (v) in the case of a conversion to a Eurodollar Rate Loan, or a continuation of a
Eurodollar Rate Loan or a HIBOR Rate Loan, that no Potential Event of Default or Event of Default
has occurred and is continuing or, if a Potential Event of Default or Event of Default has occurred
and is continuing, the Borrower has not been notified in writing by the Administrative Agent that
it may not continue such Eurodollar Rate Loan or HIBOR Rate Loan. In lieu of delivering the
above-described Conversion/Continuation Notice, the Borrower may give the Administrative Agent
telephonic notice by the required time of any proposed conversion/continuation under this
subsection 2.2D; provided that such notice shall be promptly confirmed in writing by
delivery of a Conversion/Continuation Notice to the Administrative Agent on or before the proposed
conversion/continuation date. Upon receipt of written or telephonic notice of any proposed
conversion/continuation under this subsection 2.2D, the Administrative Agent shall promptly
transmit such notice by telefacsimile or telephone to each Lender.



Neither the Administrative Agent nor any Lender shall incur any liability to the Borrower in
acting upon any telephonic notice referred to above that the Administrative Agent believes in good
faith to have been given by a duly authorized officer or other Person authorized to act on behalf
of the Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon
conversion or continuation of the applicable basis for determining the interest rate with respect
to any Loans in accordance with this Agreement pursuant to any such telephonic notice the Borrower
shall have effected a conversion or continuation, as the case may be, hereunder.



Except as otherwise provided in subsections 2.6B, 2.6C, 2.6F and 2.6G, a
Conversion/Continuation Notice for conversion to, or continuation of, a Eurodollar Rate Loan or a
HIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the
related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or
continuation in accordance therewith.



E. Default Rate. Upon the occurrence and during the continuation of any Event of
Default, all overdue amounts other than fees then due and payable hereunder, shall thereafter bear
interest (including post-petition interest in any proceeding under the Bankruptcy Code or other
applicable bankruptcy laws) payable upon demand at a rate that is 2% per annum in excess of the
interest rate otherwise payable under this Agreement with respect to the applicable Loans (and, in
the case of any fees, at a rate which is 2% per annum in excess of the interest rate otherwise
payable under this Agreement for Base Rate Loans); provided that, in the case of Eurodollar
Rate Loans and HIBOR Rate Loans, upon the expiration of the Interest Period in effect at the time
any such increase in the interest rate is effective such Eurodollar Rate Loans and HIBOR Rate Loans
shall thereupon become Base Rate Loans and shall thereafter bear
interest payable upon demand at a rate which is 2% per annum in excess of the interest rate
otherwise payable under this Agreement for Base Rate Loans. Payment or acceptance of the increased
rates of interest provided for in this subsection 2.2E is not a permitted alternative to timely
payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit
any rights or remedies of the Administrative Agent or any Lender.


 


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F. Computation of Interest and Commitment Fees. Interest on the Loans and commitment
fees shall be computed on the basis of (i) a 360-day year, in the case of Eurodollar Rate Loans,
and (ii) a 365-day year, in respect of Base Rate Loans, HIBOR Rate Loans and commitment fees, in
each case for the actual number of days elapsed in the period during which it accrues. In
computing interest on any Loan, (i) the date of the making of such Loan or the first day of an
Interest Period applicable to such Loan or, with respect to a Term Loan during any period when such
Term Loans may be assigned through a Settlement Service, the last Interest Payment Date with
respect to such Term Loan or, with respect to a Base Rate Loan being converted from a Eurodollar
Rate Loan or a HIBOR Rate Loan, the date of conversion of such Eurodollar Rate Loan or HIBOR Rate
Loan to such Base Rate Loan, as the case may be, shall be included, and (ii) the date of payment of
such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to
a Base Rate Loan being converted to a Eurodollar Rate Loan or a HIBOR Rate Loan, the date of
conversion of such Base Rate Loan to such Eurodollar Rate Loan or HIBOR Rate Loan, or, with respect
to a Term Loan during any period when such Term Loans may be assigned through a Settlement Service,
the current Interest Payment Date with respect to such Term Loan, as the case may be, shall be
excluded; provided that if a Loan is repaid on the same day on which it is made, one day’s
interest shall be paid on that Loan.



2.3 Fees.



A. Commitment Fees. Each of the Company and, on and after the Closing Date, the
Borrower agrees to pay to the Administrative Agent, for distribution to each (i) Revolving Loan
Lender in proportion to that Lender’s Pro Rata Share, commitment fees for the period from and
including September 30, 2011 to and excluding the Revolving Loan Commitment Termination Date equal
to (x) the average of the daily excess of the Revolving Loan Commitments over the sum of (A) the
aggregate principal amount of outstanding Revolving Loans but not the Letter of Credit Usage
plus (B) the Letter of Credit Usage multiplied by (y) 0.50% per annum and (ii) each
Term Loan Lender in proportion to that Lender’s Pro Rata Share, commitment fees for the period from
and including the date that is 30 days after September 30, 2011 to and excluding the Term Loan
Commitment Termination Date equal to the average of the daily unused Term Loan Commitments
multiplied by 0.50% per annum, in each case such commitment fees to be calculated on the
basis of a 360-day year and the actual number of days elapsed, to be paid to each Revolving Loan
Lender and Term Loan Lender in the same currency as its Revolving Loan Commitment and Term Loan
Commitment, as the case may be, and to be payable quarterly in arrears on each Quarterly Date,
commencing on the first such date to occur after September 30, 2011, and on the Revolving Loan
Commitment Termination Date or the Term Loan Commitment Termination Date, as applicable.


 


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B. Annual Administrative Fee. The Borrower agrees to pay to the Administrative Agent
an annual administrative fee in the amount and at the times set forth in the Agent’s Fee Letter.



C. Collateral Agent’s Annual Fee. The Borrower agrees to pay to the Collateral Agent
an annual fee in the amount and at the times set forth in the Agent’s Fee Letter.



D. Other Fees. The Borrower agrees to pay to the Agents and Arrangers such other fees
in the amounts and at the times as may be mutually agreed by them in writing.



2.4 Repayments, Prepayments and Reductions in Commitments; General Provisions Regarding
Payments.



The Borrower shall repay, in full, the unpaid principal amount of each Loan (in the same
currencies as the Loans made to the Borrower) upon the applicable Maturity Date therefor. Prior
thereto, payments and prepayments of the Loans shall or may be made as set forth below.



A. Scheduled Payments of Term Loans.



The Borrower shall make principal payments on the Initial Term Loans in the relevant currency
in installments on each Quarterly Date for Term Loans commencing with the Quarterly Date on
December 31, 2014 and shall pay (i) 6.25% of the initial aggregate principal amount of the Term
Loans outstanding as of the Term Loan Commitment Termination Date on the Quarterly Dates of
December 31, 2014, March 31, 2015, June 30, 2015 and September 30, 2015, (ii) 10.0% of the initial
aggregate principal amount of the Term Loans outstanding as of the Term Loan Commitment Termination
Date on the Quarterly Dates of December 31, 2015, March 31, 2016 and June 30, 2016 and (iii) the
remainder of such principal amount on the Maturity Date for the Term Loan Facility;
provided, that the scheduled installments of principal of the Term Loans above shall be
reduced in connection with any voluntary or mandatory prepayments of the Term Loans in accordance
with subsection 2.4B(iv) or any cancellations in accordance with subsection 10.1I, and the final
installment payable by the Borrower in respect of the Term Loans shall be in an amount, if such
amount is different from that specified above, sufficient to repay all amounts owing by the
Borrower under this Agreement with respect to the Term Loans. Notwithstanding the foregoing, with
respect to any Term Loans which are cancelled pursuant to and in accordance with subsection 10.1I,
each of the installments of principal payments of the Term Loans due after the date of such
cancellation (including the final principal payment on the Maturity Date) shall be cancelled on a
pro rata basis.



B. Prepayments and Unscheduled Reductions in Commitments.




(i) Voluntary Prepayments. The Borrower may, upon not less than one Business
Day’s prior written or telephonic notice given to the Administrative Agent by 11:00a.m.
(Macau SAR time), in the case of Base Rate Loans (other than Swing Line Loans denominated in
Patacas or HK Dollars), five Business Days’ prior written or telephonic notice given to the
Administrative Agent by 11:00a.m. (Macau SAR time), in the case of Eurodollar Rate Loans and
HIBOR Rate Loans, and upon written or telephonic notice given to the Administrative Agent by
11:00a.m. (Macau SAR time) on the date of such prepayment with


 


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respect to Swing Line Loans
denominated in HK Dollars, and in each case, if given by telephone, promptly confirmed in writing to the
Administrative Agent (which original written or telephonic notice Administrative Agent will
promptly transmit by telefacsimile or telephone to each Lender), at any time and from time
to time prepay any Loans on any Business Day in whole or in part in an aggregate minimum
amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount (or in
the case of Swing Line Loans, in an aggregate minimum amount of $500,000, and in integral
multiples of $100,000 in excess of that amount); provided, however, that
with respect to any Eurodollar Rate Loan or a HIBOR Rate Loan not prepaid on the expiration
of the Interest Period applicable thereto the Borrower shall pay any amount payable pursuant
to subsection 2.6D. Notice of prepayment having been given as aforesaid, the principal
amount of the Loans specified in such notice shall become due and payable on the prepayment
date specified therein in the currency in which such loans were made to the Borrower unless
such notice is in connection with a refinancing of the Loans in which case such notice may
be conditioned upon consummation of such refinancing. Any such voluntary prepayment shall
be applied as specified in subsection 2.4B(iv).




(ii) Voluntary Reductions of Commitments. The Borrower may, upon not less than
five Business Days’ prior written or telephonic notice confirmed in writing to the
Administrative Agent (which original written or telephonic notice Administrative Agent will
promptly transmit by telefacsimile or telephone to each Lender), at any time and from time
to time terminate in whole or permanently reduce in part, without premium or penalty, the
Revolving Loan Commitments in an amount up to the amount by which the Revolving Loan
Commitments exceed the Total Utilization of Revolving Loan Commitments at the time of such
proposed termination or reduction; provided that any such partial reduction of such
Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of
$1,000,000 in excess of that amount. The Borrower’s notice to the Administrative Agent
shall designate the date (which shall be a Business Day) of such termination or reduction
and the amount of any partial reduction, and such termination or reduction of such
Commitments shall be effective on the date specified in the Borrower’s notice and shall
reduce such Commitment of each Lender proportionately to its Pro Rata Share;
provided, that if such cancellation is in connection with a refinancing of all or a
part of Commitments then outstanding, such date shall be the date on which such refinancing
is consummated if such date is different than the date specified in the Borrower’s notice.
Any such voluntary reduction of the Commitments shall be applied as specified in subsection
2.4B(iv).




(iii) Mandatory Prepayments. The Loans shall be prepaid in the amounts and
under the circumstances set forth below, all such prepayments to be applied as set forth
below or as more specifically provided in subsection 2.4B(iv):




(a) Prepayments From Net Asset Sale Proceeds. If any Asset Sale is consummated
(in respect of the VOL Casino Hotel Resort Project (or any portion thereof), on or after the
VOL Casino Hotel Resort Project Substantial Operations Date), then no later than the fifth
Business Day following the date of receipt by any Loan Party of any Net Asset Sale Proceeds
in respect of such Asset Sale (other than Net Asset Sale Proceeds from any Asset Sale (other
than the sale of the Venetian Macao Mall, Four
Seasons Macao Mall or Four Seasons Macao Resort Project (including any complementary
suites comprising a portion thereof)) to the extent such Net Asset Sale Proceeds are
reinvested in the business of the Loan Parties within 12 months of receipt, the Borrower
shall prepay the Loans in an aggregate amount equal to such Net Asset Sale Proceeds (except
that, in the case of Net



 


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Asset
Sale Proceeds received from Permitted Asset Dispositions constituting the sale of the Venetian Macao Mall, Four Seasons Mall or Four Seasons Macao
Resort Project (including any complementary suites comprising a portion thereof), if the
Company makes a dividend with the proceeds thereof in accordance with subsection 7.5(ii),
such prepayments shall only be required in an amount not less than 75% of the Net Asset Sale
Proceeds received in respect of such Permitted Asset Disposition); provided that no
such prepayment or reinvestment shall be required with respect to any Asset Sales if at the
time such prepayment would otherwise be due (A) no Event of Default or Potential Event of
Default has occurred and is continuing or will result from such Asset Sale, and (B) the
Consolidated Leverage Ratio is, prior to giving effect to such prepayment, less than
4.0:1.0; 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, Permitted Pari Passu Secured Refinancing Debt, Other
Loans or any other Indebtedness permitted to be incurred pursuant to subsections 7.1(xx) and
7.1(xxi) (collectively, the “Pari Passu Indebtedness”) to be applied or offered to be
applied to the redemption or retirement of Pari Passu Indebtedness; provided that to
the extent such Net Asset Sale Proceeds are not so applied to retire or redeem Pari Passu
Indebtedness 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
subsection 2.4B(iii)(a). For purposes of this subsection 2.4B(iii)(a), (a) no Net Asset
Sale Proceeds shall be deemed to have been received by a Loan Party as a result of any Asset
Sale of a complementary accommodation, apartment or condominium units at any Project
(including any sale of equity in connection with the sale or disposition of such apartments,
accommodations or units) until such time as the final payment for such Asset Sale is
received (and is not contractually subject to return or refund) by a Loan Party, and (b) no
prepayment shall be required with respect to Net Asset Sale Proceeds received as a result of
Asset Sales of complementary accommodations, apartment or condominium units at any Project
(including any sale of equity in connection with the sale or disposition of such apartments,
accommodations or units) until the aggregate amount of such Net Asset Sale Proceeds with
respect to the applicable Project is in excess of $10,000,000 since the prior prepayment
made with respect to Net Asset Sale Proceeds received as a result of Asset Sales of
complementary accommodations, apartment or condominium units at such Project (including the
above-described equity sales), and in no event shall any prepayments with respect to Net
Asset Sale Proceeds received as a result of Asset Sales of complementary accommodations,
apartment or condominium units at any Project (including the above-described equity sales)
be required to be made more frequently than once per calendar month.


 


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(b) Prepayments from Net Loss Proceeds. Subject to subsection 6.4C, the terms
of the Gaming Concession Contract and applicable law, no later than the date on
which Net Loss Proceeds are required to be applied to prepayment of Loans pursuant to
the last sentence of this subsection 2.4B(iii)(b), the Borrower shall prepay the Loans in an
amount equal to such Net Loss Proceeds; provided, however, so long as no
Event of Default has occurred and is continuing, the Borrower or another Loan Party may use
such Net Loss Proceeds to repair, restore and replace the property or asset with respect to
which such Net Loss Proceeds were paid in order to compensate the Borrower or such other
Loan Party for the Event of Loss which occurred thereto so long as such Net Loss Proceeds
are used for such purposes within 12 months of the Borrower’s receipt of such Net Loss
Proceeds (or, if committed for such use by the Borrower, actually used for such purposes
within 15 months of the Borrower’s receipt of such Net Loss Proceeds); 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 Pari Passu
Indebtedness to be applied or offered to be applied to the prepayment, redemption or
retirement, as applicable, of Pari Passu Indebtedness; 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). To the extent such Net Loss
Proceeds are not so reinvested, the Borrower will make a prepayment of the Loans within five
Business Days of the end of such 12-or-15 month period, as the case may be; provided
further, that no prepayment shall be required with any Net Loss Proceeds from any
Event of Loss that, taken together with all other Events of Loss from and after the Closing
Date as to which the Net Loss Proceeds were not used to prepay loans hereunder do not exceed
$10,000,000 in the aggregate, so long as such Net Loss Proceeds are reinvested in assets of
the Loan Parties used or useful in the business of the Loan Parties (which assets shall be
pledged as Collateral to support the Obligations) within 12 months of the Borrower’s receipt
of such Net Loss Proceeds.




(c) Prepayments from Net Termination Proceeds. No later than the fifth
Business Day following the date of receipt by the Company or any other Loan Party of any Net
Termination Proceeds (in respect of the VOL Casino Hotel Resort Project, on or after the VOL
Casino Hotel Resort Project Substantial Operations Date), the Borrower shall prepay the
Loans in an aggregate amount equal to 100% of such Net Termination Proceeds;
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 Pari Passu
Indebtedness to be applied or offered to be applied to the prepayment, redemption or
retirement, as applicable, of Pari Passu Indebtedness; provided further 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 subsection
2.4B(iii)(c).


 


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(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 subsection 7.1), the
Borrower shall prepay the Loans in an aggregate amount equal to 100% of such Net Proceeds.




(e) Calculations of Net Proceeds Amounts; Additional Prepayments Based on
Subsequent Calculations. Concurrently with any prepayment of the Loans pursuant to
subsections 2.4B(iii)(a)-(d), the Borrower shall deliver to the Administrative Agent an
Officers’ Certificate demonstrating the calculation of the amount (the “Net Proceeds
Amount”) of the applicable Net Asset Sale Proceeds, Net Loss Proceeds, Net Termination
Proceeds or Net Proceeds, as the case may be, that gave rise to such prepayment. In the
event that the Borrower shall subsequently determine that the actual Net Proceeds Amount was
greater than the amount set forth in such Officers’ Certificate, the Borrower shall promptly
make an additional prepayment of the Loans in an amount equal to the amount of such excess,
and the Borrower shall concurrently therewith deliver to the Administrative Agent an
Officers’ Certificate demonstrating the derivation of the additional Net Proceeds Amount
resulting in such excess.




(f) [Reserved].




(g) Prepayments Due to Reductions or Restrictions of Revolving Loan
Commitments. The Borrower shall from time to time prepay Swing Line Loans and/or
Revolving Loans to the extent necessary so that the Total Utilization of Revolving Loan
Commitments shall not at any time exceed the Revolving Loan Commitments then in effect;
provided that no prepayments shall be required pursuant to this clause (g) due to
fluctuations in the exchange rate of currencies.




(h) Drawings on Conforming Parent L/Cs. In the event that any Conforming
Parent L/C Draw Event shall have occurred, the Administrative Agent may draw down on each
outstanding Conforming Parent L/C in its entirety. For the avoidance of doubt, a Conforming
Parent L/C Draw Event shall be in addition to an Event of Default described in Section 8 and
(i) the Administrative Agent shall not be required to exercise any rights or remedy under
Section 8 in order to draw on the Conforming Parent L/Cs and (ii) any drawing on a
Conforming Parent L/C shall not be deemed to be a waiver of any Event of Default.
Notwithstanding the foregoing, at the request of the Borrower, the Administrative Agent
shall release any Conforming Parent L/C or a portion thereof in its possession to the
Borrower, provided that each of the following conditions shall have been satisfied:
(i) no Conforming Parent L/C Draw Event shall have occurred and be continuing, (ii) the
Borrower shall at such time be in compliance with subsection 7.6 and shall have been in
compliance therewith for the preceding four consecutive quarters (without giving effect to
any such Conforming Parent L/C or a portion thereof or any substitute equity contribution by
Parent or its Affiliates), (iii) no Event of Default or Potential Event of Default shall
have occurred and be continuing and (iv) since the last day of the preceding calendar year,
no event or change shall have occurred that caused, in any case or in the aggregate, a
Material Adverse Effect.


 


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(i) Prepayments Due to Excess Cash Flow. In the event that there shall be
Consolidated Excess Cash Flow for any Fiscal Year, the Borrower shall, no later than 105
days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to (i)
50% of such Consolidated Excess Cash Flow, minus (ii) voluntary and scheduled repayments of
Consolidated Total Debt made during such Fiscal Year (excluding repayments of Revolving
Loans or Swing Line Loans except to the extent the Revolving Loan Commitments are
permanently reduced in connection with such repayments) minus (iii) the aggregate principal
amount of any Term Loans cancelled in accordance with subsection 10.1I; provided
that for any Fiscal Year in which the Consolidated Leverage Ratio (determined for any such
period by reference to the Compliance Certificate delivered pursuant to subsection 6.1(iv)
calculating the Consolidated Leverage Ratio as of the last day of such Fiscal Year) shall be
less than 4.0:1.0 but greater than or equal to 3.5:1.0, the Borrower shall only be required
to make the prepayments and/or reductions otherwise required hereby in an amount equal to
(i) 25% of such Consolidated Excess Cash Flow, minus (ii) voluntary and scheduled repayments
of Consolidated Total Debt made during such Fiscal Year (excluding repayments of Revolving
Loans or Swing Line Loans except to the extent the Revolving Loan Commitments are
permanently reduced in connection with such repayments) minus (iii) the aggregate principal
amount of any Term Loans cancelled in accordance with subsection 10.1I; and
provided, further that for any Fiscal Year in which the Consolidated
Leverage Ratio (determined for any such period by reference to the Compliance Certificate
delivered pursuant to subsection 6.1(iv) calculating the Consolidated Leverage Ratio as of
the last day of such four Fiscal Quarter period) shall be less than 3.5:1.0, the Borrower
shall not be required to make the prepayments and/or reductions otherwise required hereby.




(j) [Reserved].




(k) Site 5 & 6 Prepayment. Prior to the VOL Casino Hotel Resort Substantial
Operations Date, in the event that (i) Macau SAR has terminated or rescinded the VOL Land
Concession Contract for any reason other than an event set forth in the definition of
“Abandon”, (ii) VOL, the Company, SCL or any of their Subsidiaries sells, disposes or
otherwise transfers all or any portion of Site 5 & 6 (other than any transfer covered by
clause (xviii) of Section 7.7) or (iii) an event or condition of the type described in
subsection 8.4, 8.5, 8.12(ii), 8.12(iv), 8.14, 8.17, 8.18(v), 8.19 or 8.20 has occurred and
is continuing solely with respect to VOL, Site 5 & 6 and/or the VOL Casino Hotel Resort
Project (and such event or condition does not meet the criteria set forth in the definition
of “Abandon”), then (1) in the case of the foregoing clauses (i) and (iii), no later than
120 days after the occurrence of an event set forth in the foregoing clause (i) or (iii) the
Borrower shall prepay the Initial Term Loans and Initial Revolving Loans in an aggregate
amount equal to $500,000,000 less any amounts applied to the prepayment of the Initial Term
Loans and Initial Revolving Loans pursuant to subsection 2.4B(i) and (2) no later than the
fifth Business Day following the date of receipt by the Company or any other Loan Party of
any proceeds set forth in the foregoing clause (ii), the Borrower shall prepay the Initial
Term Loans and Initial Revolving Loans in an aggregate amount equal to 100% of the
applicable Net Asset Sale Proceeds; provided that, in the case of the foregoing
clause (2), in the event that the amount of proceeds received from such sale, transfer or
other disposition is less than $500,000,000, then the Borrower shall cause the
amount of the prepayment of the Initial Term Loans and Initial Revolving Loans to be
$500,000,000 less any amounts applied to the prepayment of the Initial Term Loans and
Initial Revolving Loans pursuant to subsection 2.4B(i).


 


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(iv) Application of Prepayments.




(a) Application of Voluntary Prepayments by Type of Loan and Order of Maturity.
Any voluntary prepayments pursuant to subsection 2.4B(i) shall be applied (1) as specified
by the Borrower with respect to Revolving Loans or Swing Line Loans in the applicable notice
of prepayment and (2) on a pro rata basis (in accordance with subsection 2.4B(iv)(c)) with
respect to Term Loans; provided that in the event the Borrower fails to specify the
Loans to which any such prepayment shall be applied, such prepayment shall be applied
first to repay outstanding Swing Line Loans and Revolving Loans to the full extent
thereof on a pro rata basis and second to repay outstanding Term Loans on a pro rata
basis (in accordance with subsection 2.4B(iv)(c)).




(b) Application of Mandatory Prepayments by Type of Loans. Any amount (the
“Applied Amount”) required to be applied as a mandatory prepayment of the Term Loans
pursuant to subsections 2.4B(iii)(a)-(e), (h), (i) or (k) shall be applied to first
prepay the Term Loans on a pro rata basis to the full extent thereof and second, to
the extent of any remaining portion of the Applied Amount, to prepay the Revolving Loans pro
rata to the full extent thereof (without any reduction of Revolving Loan Commitments);
provided that any prepayment pursuant to subsection 2.4B(iii)(k) shall not be
applied towards the prepayment of any New Term Loans or New Revolving Loans.




(c) Application of Prepayments of Term Loans to the Scheduled Installments of
Principal Thereof. Any prepayments of the Term Loans pursuant to subsection 2.4B(i) or
2.4B(iii)(a)-(e), (h), (i) or (k) shall be applied to the scheduled installments thereof
(including the final principal payment on the Maturity Date) on a pro rata basis.




(d) [Reserved].




(e) Application of Prepayments to Base Rate Loans, Eurodollar Rate Loans and HIBOR
Rate Loans. Considering Loans being prepaid separately, any prepayment thereof shall be
applied first to Base Rate Loans to the full extent thereof before application to Eurodollar
Rate Loans or HIBOR Rate Loans, in each case in a manner which minimizes the amount of any
payments required to be made by the Borrower pursuant to subsection 2.6D.


 


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C. General Provisions Regarding Payments.




(i) Manner and Time of Payment. All payments by the Borrower of principal,
interest, fees and other Obligations hereunder and under the Notes shall be made in Dollars,
Patacas or HK Dollars, based on each Lender’s Percentage of outstanding Term Loans and
Revolving Loans in each such currency (or, with respect to commitment fees under subsection
2.3A, each Lender’s Percentage of the Commitments under the applicable Facility in the
currency of such Commitments), in same day funds,
without defense, setoff or counterclaim, free of any restriction or condition, and
delivered to the Administrative Agent not later than 11:00a.m. (Macau SAR time) on the date
due (or, if necessary, on the next preceding Business Day) at the applicable Payment and
Funding Office for the account of Lenders; for purposes of computing interest and fees,
funds received by the Administrative Agent after that time on such due date shall be deemed
to have been paid by the Borrower on the next succeeding Business Day. The Borrower hereby
authorizes the Administrative Agent to charge its accounts with Administrative Agent in
order to cause timely payment to be made to the Administrative Agent of all principal,
interest, fees and expenses due hereunder (subject to sufficient funds being available in
its accounts for that purpose).




(ii) Application of Payments to Principal and Interest. All payments in
respect of the principal amount of any Loan shall include payment of accrued interest on the
principal amount being repaid or prepaid, and all such payments shall be applied to the
payment of interest before application to principal.




(iii) Apportionment of Payments. Aggregate principal and interest payments in
respect of Loans shall be apportioned among all outstanding Loans proportionately to the
Lenders’ respective Pro Rata Shares (subject to subsection 2.12). The Administrative Agent
(or its agent or sub-agent appointed by it) shall promptly distribute to each Lender, at its
primary address set forth on Schedule 2.1 or at such other address as such Lender
may request in writing, its Pro Rata Share of all such payments received by the
Administrative Agent, and the commitment fees of such Lender and all other amounts due to
such Lender, when received by the Administrative Agent pursuant to subsection 2.3 (subject
to subsection 2.12). Notwithstanding the foregoing provisions of this subsection 2.4C(iii),
if, pursuant to the provisions of subsection 2.6C, any Conversion/Continuation Notice is
withdrawn as to any Affected Lender or Market Disruption Lender or if any Affected Lender or
Market Disruption Lender makes Base Rate Loans or Alternate HK Dollar Rate Loans in lieu of
its Pro Rata Share of any Eurodollar Rate Loans or HIBOR Rate Loans, the Administrative
Agent shall give effect thereto in apportioning payments received thereafter.




(iv) Payments on Business Days. Subject to the provisos set forth in the
definition of “Interest Period” as they may apply to Revolving Loans, whenever any payment
to be made hereunder shall be stated to be due on a day that is not a Business Day, such
payment shall be made on the next succeeding Business Day and, with respect to Revolving
Loans only, such extension of time shall be included in the computation of the payment of
interest hereunder or of the commitment fees hereunder, as the case may be.




(v) Notation of Payment. Each Lender agrees that before disposing of any Note
held by it, or any part thereof (other than by granting participations therein), that Lender
will make a notation thereon of all Loans evidenced by that Note and all principal payments
previously made thereon and of the date to which interest thereon has been paid;
provided that the failure to make (or any error in the making of) a notation of any
Loan made under such Note shall not limit or otherwise affect the obligations of the
Borrower hereunder or under such Note with respect to any Loan or any payments of
principal or interest on such Note.


 


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2.5 Use of Proceeds.



A. Revolving Loans. The proceeds of the Initial Revolving Loans, including any Swing
Line Loans, shall be applied by the Borrower for working capital and general corporate purposes of
the Loan Parties, including to make VOL Investments or any other investment or payment not
specifically prohibited by the terms of the Loan Documents.



B. Term Loans. The proceeds of the Initial Term Loans shall be applied by the
Borrower first to consummate the Refinancing, Investments described in clause (i) of the definition
of “VOL Investment” and pay Transaction Costs, and second for working capital and general corporate
purposes of the Loan Parties, including to make Investments described in clause (ii) of the
definition of “VOL Investment” or any other investment or payment not otherwise specifically
prohibited by the terms of the Loan Documents.



C. New Term Loans and New Revolving Loans. The proceeds of the New Term Loans and New
Revolving Loans, if any, shall be applied by the Borrower for working capital and general corporate
purposes of the Loan Parties including to make VOL Investments and any investment or payment not
otherwise specifically prohibited by the terms of the Loan Documents.



D. Margin Regulations. No portion of the proceeds of any borrowing under this
Agreement shall be used by the Company or any of its Subsidiaries or any of their Affiliates in any
manner that would cause the borrowing or the application of such proceeds to violate Regulation U,
Regulation T or Regulation X of the Board of Governors of the Federal Reserve System or any other
regulation of such Board or to violate the Exchange Act, in each case as in effect on the date or
dates of such borrowing and such use of proceeds.



E. Sanctions. No portion of the proceeds of any borrowing under this Agreement shall
be used by the Company or any of its Subsidiaries (or, to the actual knowledge of the Company or
any of its Subsidiaries, any of their Affiliates) for business activities relating to Cuba, Sudan,
Iran, Myanmar (Burma), Syria, North Korea or Libya. No portion of the proceeds of any borrowing
under this Agreement shall be used by the Company or any of its Subsidiaries (or, to the actual
knowledge of the Company or any of its Subsidiaries, any of their Affiliates) for business
activities that are prohibited by sanctions, restrictions or embargoes imposed by the United
Nations, the European Union, the United States Treasury Department’s Office of Foreign Assets
Control, HM Treasury of the United Kingdom, the Hong Kong Monetary Authority, the Monetary
Authority of Singapore, the Ministry of Economy, Trade and Industry of Japan, the Department of
Foreign Affairs and Trade of Australia and/or the Reserve Bank of Australia. This includes, in
particular (but without limitation) business activities involving Persons or entities named on any
sanctions lists issued by any of the aforementioned bodies (each such Person or entity being a
“Restricted Party”). Furthermore, notwithstanding any provision herein to the contrary, no Issuing
Lender shall have any obligation to issue a Letter of Credit where the beneficiary thereof is a
Restricted Party or has direct or indirect activities with a Restricted Party.


 


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2.6 Special Provisions Governing Eurodollar Rate Loans and HIBOR Rate Loans.



Notwithstanding any other provision of this Agreement to the contrary, the following
provisions shall govern with respect to Eurodollar Rate Loans or HIBOR Rate Loans as to the matters
covered:



A. Determination of Applicable Interest Rate. As soon as practicable after 1:00p.m.
(Macau SAR time) on each Interest Rate Determination Date, the Administrative Agent shall determine
(which determination shall, absent manifest error, be final, conclusive and binding upon all
parties) the interest rate that shall apply to the Eurodollar Rate Loans or HIBOR Rate Loans for
which an interest rate is then being determined for the applicable Interest Period and shall
promptly give notice thereof (in writing or by telephone confirmed in writing) to the Borrower and
each Lender.



B. Inability to Determine Applicable Interest Rate. In the event that the
Administrative Agent shall have determined (which determination shall be final and conclusive and
binding upon all parties hereto), on any Interest Rate Determination Date with respect to any
Eurodollar Rate Loans or HIBOR Rate Loans, that by reason of circumstances affecting the interbank
Eurodollar or HK Dollar market adequate and fair means do not exist for ascertaining the interest
rate applicable to such Loans on the basis provided for in the definition of Adjusted Eurodollar
Rate or HIBOR Rate, as the case may be, the Administrative Agent shall on such date give notice (by
telefacsimile or by telephone confirmed in writing) to the Borrower and each Lender of such
determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar Rate Loans or
HIBOR Rate Loans, as the case may be, until such time as Administrative Agent notifies the Borrower
and the Lenders that the circumstances giving rise to such notice no longer exist and (ii) any
Borrowing Notice or Conversion/Continuation Notice given by the Borrower with respect to the Loans
denominated in Dollars in respect of which such determination was made shall be deemed to be made
with respect to Base Rate Loans.



C. Illegality or Impracticability of Eurodollar Rate Loans or HIBOR Rate Loans. In
the event that it becomes unlawful for a Lender to make, maintain or continue its Commitments or
Loans, as contemplated by this Agreement, as a result of compliance by such Lender in good faith
with any Change in Law (or would conflict with any treaty, order, policy, rule or regulation
(including any regulation set forth by the Nevada Gaming Authority or any other gaming authority
with jurisdiction over the gaming business of the Company) having the force of law), then, and in
any such event, such Lender shall be an “Affected Lender” and it shall promptly give notice (by
telefacsimile or by telephone confirmed in writing) to the Borrower and the Administrative Agent of
such determination (which notice Administrative Agent shall promptly transmit to each other
Lender). Thereafter (i) if the same is unlawful for such Affected Lender, the obligation of such
Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans, HIBOR Rate Loans
and Base Rate Loans, as the case may be, shall be suspended until such notice shall be withdrawn by
the Affected Lender (which such Affected Lender shall do at the earliest practicable date), (ii) if
it becomes unlawful for such Affected Lender to maintain its outstanding Loans, such Affected
Lender’s obligation to maintain its outstanding Loans (the “Affected Loans”) shall, subject to
subsection 2.8, be terminated, its Commitments shall be terminated and its RL Percentage and/or TL
Percentage, as applicable, shall be reduced to zero, in each case, at the earlier to occur of the
expiration of the Interest Period then in effect with



 


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respect to the Affected Loans or when required by law (being no earlier than the last day of
any applicable grace period permitted by law), whereupon such Affected Lender shall receive a
prepayment in the amount of its outstanding Loans and cease to be a Lender under this Agreement,
and (iii) the Borrower shall promptly pay to the Administrative Agent such additional amounts of
cash as reasonably requested by any Issuing Lender or the Swing Line Lender to be held as security
for the Borrower’s reimbursement Obligations in respect of Letters of Credit and Swing Line Loans
then outstanding (such amount not to exceed such Affected Lender’s obligations under subsection
2.10D, subsection 3.1C or subsection 3.3C). Except as provided in the immediately preceding
sentence, nothing in this subsection 2.6C shall affect the obligation of any Lender other than an
Affected Lender to make or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans or
HIBOR Rate Loans in accordance with the terms of this Agreement.



D. Compensation For Breakage or Non-Commencement of Interest Periods. The Borrower
shall compensate each Lender, upon written request by that Lender (which request shall set forth
the basis for requesting such amounts), for all reasonable losses, expenses and liabilities
(including any interest paid by that Lender to lenders of funds borrowed by it to make or carry its
Eurodollar Rate Loans or HIBOR Rate Loans and any loss, expense or liability sustained by that
Lender in connection with the liquidation or re-employment of such funds) which that Lender may
sustain: (i) if for any reason (other than a default by that Lender) a borrowing of any Eurodollar
Rate Loan or HIBOR Rate Loan does not occur on a date specified therefor in a Borrowing Notice or a
telephonic request for borrowing, as applicable, or a borrowing of any Eurodollar Rate Loan or
HIBOR Rate Loan does not occur as a result of the revocation by the Borrower of the related
Borrowing Notice pursuant to subsection 2.6F, or a conversion to or continuation of any Eurodollar
Rate Loan or HIBOR Rate Loan does not occur on a date specified therefor in a
Conversion/Continuation Notice or a telephonic request for conversion or continuation, (ii) if any
prepayment (including any prepayment pursuant to subsection 2.4B(i) and subsection 2.4B(iii)) or
other principal payment (including pursuant to an assignment of Revolving Loans on any Increased
Amount Date pursuant to Section 2.12) or any conversion of any of its Eurodollar Rate Loans or
HIBOR Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that
Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans or HIBOR Rate Loans is not made
on any date specified in a notice of prepayment given by the Borrower, or (iv) as a consequence of
any other default by the Borrower in the repayment of its Eurodollar Rate Loans or HIBOR Rate Loans
when required by the terms of this Agreement. If at any time any prepayment is required that would
give rise to any compensation pursuant to this subsection 2.6D under clause (ii) of the preceding
sentence, and no Potential Event of Default or Event of Default has occurred and is continuing,
then at the Borrower’s option upon five Business Days’ notice to the Administrative Agent, the
applicable prepayment amount may be deposited irrevocably into the Prepayment Account in lieu of
payment to the applicable Lenders. Such funds shall be held in the Prepayment Account until the
last day of the applicable Interest Period, at which time the amount deposited in the Prepayment
Account shall be further disbursed to the applicable Lenders. The deposit of amounts into the
Prepayment Account shall not constitute a prepayment of principal and all principal to be prepaid
using the proceeds from such account shall continue to accrue interest at the then applicable
interest rate until actually prepaid.


 


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E. Booking of Eurodollar Rate Loans or HIBOR Rate Loans. Any Lender may make, carry
or transfer Eurodollar Rate Loans or HIBOR Rate Loans at, to, or for the account of any of its
branch offices or the office of an Affiliate of that Lender, provided that as of the date
of any such change in any Lender’s booking office for its Commitments or Loans hereunder or the
effective date of any such assignment to an Affiliate of such Lender, such Lender or Affiliate is
not entitled to claim an amount in excess of that which would have been payable to or for the
account of original branch of such Lender or such Lender, as the case may be, in respect of
Included Taxes pursuant to subsection 2.7B (but without prejudice to any obligation of the
Borrower under this Agreement with respect to such Included Taxes occurring after the date of such
change or assignment).



F. Market Disruption. If within one Business Day after the Interest Rate
Determination Date for any Interest Period with respect to any Eurodollar Rate Loans or HIBOR Rate
Loans the Administrative Agent receives notifications from any Lender, or Lenders, holding more
than 50% of the aggregate principal amount of Loans (any such Lender or Lenders, “Market Disruption
Lenders”) that the cost to it or them of obtaining matching deposits in the London interbank market
or the Hong Kong interbank market, respectively, would be in excess of the Adjusted Eurodollar Rate
or the HIBOR Rate, as the case may be (a “Market Disruption Event”), then, the rate of interest for
such Loans for such Interest Period shall be calculated in the manner set forth in clauses (1) and
(2) of the next sentence. Upon receipt of notification from the Market Disruption Lenders, the
Administrative Agent shall notify the Borrower in writing (which notice shall identify the Market
Disruption Lenders) of the occurrence of such Market Disruption Event, and thereafter the Borrower
may by telephonic notice to the Administrative Agent, at any time prior to the Business Day next
preceding the date of such Borrowing or the first day of such Interest Period, as the case may be,
revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate
Loans or HIBOR Rate Loans, as applicable, or, failing that, will be deemed to have converted such
request into a request for a Borrowing of (1) in the case of Loans denominated in Dollars, Base
Rate Loans and (2) in the case of Loans denominated in HK Dollars or Patacas, Loans at the HIBOR
Rate determined as the arithmetic mean of the rates quoted by Reference Banks in accordance with
clause (b) in the definition of HIBOR Rate (or if the HIBOR Rate which gave rise to the Market
Disruption Event was already determined in such manner, at the Alternate HK Dollar Rate) in the
amount specified therein. If a Market Disruption Event occurs and the Administrative Agent or the
Borrower so requires, the Administrative Agent and the Borrower shall enter into negotiations (for
a period of not more than 30 days) with a view to agreeing as substitute basis for determining the
rate of interest for Eurodollar Rate Loans or HIBOR Rate Loans, as the case may be). Any
alternative basis so agreed between the Administrative Agent and the Borrower shall, with the prior
consent of all Lenders and the Borrower, be binding on all parties hereto.



G. Eurodollar Rate Loans and HIBOR Rate Loans After Default. After the occurrence of
and during the continuation of a Potential Event of Default or an Event of Default, (i) if so
notified by the Administrative Agent, the Borrower may not elect to have a Loan be made or
maintained as, or converted to, a Eurodollar Rate Loan or a HIBOR Rate Loan (provided that,
if such notice has been given by the Administrative Agent, such HIBOR Rate Loan shall bear interest
at the Alternate HK Dollar Rate), after the expiration of any Interest Period then in effect for
that Loan and (ii) subject to the provisions of subsection 2.6D, any Borrowing Notice or
Conversion/Continuation Notice given by the Borrower with respect to a
requested borrowing or conversion/continuation that has not yet occurred shall be deemed made
with respect to Base Rate Loans.


 


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2.7 Increased Costs; Taxes; Capital Adequacy.



A. Compensation for Increased Costs and Taxes. Subject to the provisions of
subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the
event that any Lender shall determine (which determination shall, absent manifest error, be final
and conclusive and binding upon all parties hereto) that any Change in Law:




(i) subjects such Lender (or its applicable lending office or (as the case may be) any
of its direct or indirect parents) to any additional Tax (other than any Tax on the overall
net income of such Lender or (as the case may be) any of its direct or indirect parents) or
an Included Tax with respect to this Agreement or any of its obligations hereunder or any
payments to such Lender (or its applicable lending office or (as the case may be) any of its
direct and indirect parents) of principal, interest, fees or any other amount payable
hereunder;




(ii) imposes, modifies or holds applicable any reserve (including any marginal,
emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC
insurance or similar requirement against assets held by, or deposits or other liabilities in
or for the account of, or advances or loans by, or other credit extended by, or any other
acquisition of funds by, any office of such Lender or (as the case may be) any of its direct
or indirect parents (other than any such reserve or other requirements with respect to
Eurodollar Rate Loans or HIBOR Rate Loans that are reflected in the definition of Adjusted
Eurodollar Rate or HIBOR Rate, respectively); or




(iii) imposes any other condition (other than with respect to a Tax matter) on or
affecting such Lender (or its applicable lending office) or its obligations hereunder or the
interbank Eurodollar or HK Dollar market;



and the result of any of the foregoing is to increase the cost to such Lender or (as the case may
be) any of its direct or indirect parents of agreeing to make, making or maintaining Eurodollar
Rate Loans or HIBOR Rate Loans hereunder, or to reduce any amount received or receivable by such
Lender (or its applicable lending office or (as the case may be) any of its direct or indirect
parents) with respect thereto; then, in any such case, the Borrower shall promptly pay to such
Lender, upon receipt of the statement referred to in the next sentence, such additional amount or
amounts (in the form of an increased rate of, or a different method of calculating, interest or
otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate
such Lender for any such increased cost or reduction in amounts received or receivable hereunder.
Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written
statement, setting forth in reasonable detail the basis for calculating the additional amounts owed
to such Lender under this subsection 2.7A, which statement shall be prima facie evidence of the
matters set forth therein. Notwithstanding anything to the contrary herein, the Borrower shall not
be required to compensate any Lender pursuant to this subsection 2.7A for any Taxes, costs or
reduced amounts incurred more than twelve (12) months prior to the date that such Lender notifies
the Borrower of the circumstances giving rise
to such Taxes or increased costs or reduction in amounts received or receivable by such Lender and
of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving
rise to such Taxes, increased costs or reductions are retroactive in effect, then the twelve-month
period referred to above shall (if the period of retroactive effect includes any period prior to
the first day of such twelve month period) be extended to include the period of retroactive effect
thereof).


 


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B. Withholding of Taxes.




(i) Payments to Be Free and Clear. All sums payable by the Borrower or any
other Loan Party under this Agreement and the other Loan Documents to any Agent or any
Lender shall (except to the extent required by law) be paid free and clear of, and without
any deduction or withholding on account of, any Tax (other than an Excluded Tax) imposed,
levied, collected, withheld or assessed by or within (a) the United States or any political
subdivision in or of the United States or (b) Macau SAR or any political subdivision in or
of Macau SAR or (c) any other jurisdiction from or to which a payment is made or deemed made
by or on behalf of the Borrower or by any federation or organization of which the United
States or any such jurisdiction is a member at the time of payment, all such non-excluded
Taxes being hereinafter collectively referred to as “Included Taxes”.




(ii) Grossing-up of Payments. If the Borrower or any other Person is required
by law to make any deduction or withholding on account of any such Included Tax from any sum
paid or payable by the Borrower to the Administrative Agent or any Lender under any of the
Loan Documents:




(a) the Borrower shall notify Administrative Agent of any such requirement or any
change in any such requirement as soon as the Borrower becomes aware of it;




(b) the Borrower shall pay any such Included Tax before the date on which penalties
attach thereto, such payment to be made (if the liability to pay is imposed on the Borrower)
for its own account or (if that liability is imposed on Administrative Agent or such Lender,
as the case may be) on behalf of and in the name of the Administrative Agent or such Lender;




(c) the sum payable by the Borrower or any other Loan Party in respect of which the
relevant deduction, withholding or payment is required shall be increased to the extent
necessary to ensure that, after the making of that deduction, withholding or payment
(including any deduction, withholding or payment on amounts paid pursuant to this subsection
2.7B), the Administrative Agent or such Lender, as the case may be, receives on the due date
a net sum equal to what it would have received had no deduction, withholding or payment been
required or made; and




(d) within 10 days after receiving documentation from a Governmental Instrumentality
evidencing payment of any Included Tax, but in any event within 60 days after (i) paying any
sum from which it is required by law to make any deduction or withholding or (ii) the due
date of any payment of Included Taxes, which it is required by
clause (b) above to pay, the Borrower shall deliver to the Administrative Agent
evidence satisfactory to the other affected parties of such deduction, withholding or
payment and of the remittance thereof to the relevant taxing or other authority.


 


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(iii) Evidence of Reduction of or Exemption from Withholding Tax. (a) A Lender
that is entitled to an exemption from or reduction of any Included Taxes imposed on payments
made by the Borrower or any Guarantor pursuant to the Loan Documents shall deliver to the
Administrative Agent for transmission to the Borrower, promptly upon request to such Lender
by the Borrower, such properly completed and executed documentation provided by the Borrower
and prescribed by applicable law and such other information reasonably requested that is
necessary to reduce or eliminate such Tax. Notwithstanding the foregoing, no Lender shall be
obligated to provide any documentation pursuant to this subsection 2.7B(iii)(a) if such
Lender is not legally able to do so.



(b) Each Lender required to deliver any documentation or other information pursuant to
subsection 2.7B(iii)(a) hereby agrees, from time to time after the initial delivery by such
Lender of such documentation or other information, that (i) whenever a lapse in time or
change in circumstances renders documentation or other information about such Lender
obsolete or inaccurate in any material respect, then such Lender shall inform the Borrower
and shall at the request of the Borrower, or (ii) if the Borrower otherwise requests,
promptly (1) deliver to the Administrative Agent for transmission to the Borrower
replacement documentation as provided by the Borrower which is properly completed and duly
executed by such Lender, together with any other information reasonably required and that
the Borrower informs such Lender of which is necessary in order to confirm or establish that
such Lender is entitled to an exemption from or reduction of any Included Taxes imposed on
payments to such Lender under the Loan Documents or (2) notify Administrative Agent and the
Borrower of its inability to deliver any such documentation or other information.
Notwithstanding the foregoing, no Lender shall be obligated to provide any documentation
pursuant to this subsection 2.7B(iii)(b) if such Lender is not legally able to do so.



(c) The Borrower or any Guarantor shall not be required to pay any additional amount to any
Lender under subsection 2.7B(ii) if such Lender shall have failed to satisfy the
requirements of clause (a) or (b)(1) of this subsection 2.7B(iii).




(iv) FATCA. Notwithstanding anything to the contrary contained in this
Agreement, in the event that the Administrative Agent receives notifications from any
Lender, or Lenders, holding more than 50% of the aggregate principal amount of the Loans and
Commitments that the payments received by such Lender in respect of its Loans and
Commitments are subject to withholding under FATCA, then the Administrative Agent shall (a)
direct the Borrower, and the Borrower shall, assign all of the Loans and Commitments
outstanding under this Agreement to the Company or any Subsidiary of the Company approved by
the Administrative Agent, such approval not to be withheld so long as such Subsidiary
becoming the “Borrower” under this Agreement would not subject the Lenders to withholding
under FATCA and such Subsidiary shall have provided the


 


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Administrative Agent and the Lenders
all documentation and other information required by regulatory authorities under applicable “know your customer” and
anti-money laundering rules and regulations, including without limitation, the Patriot Act
(the “Substitute Borrower”) and (b) direct the Substitute Borrower, and the Substitute
Borrower shall, assume all of the Loans and Commitments outstanding under this Agreement
and, thereafter, the Substitute Borrower shall be the “Borrower” for all purposes of this
Agreement and the other Loan Documents. In connection with such assignment pursuant to this
subsection 2.7B(iv), the Administrative Agent and the Borrower may, without the consent of
any other Lenders, effect such amendments to this Agreement and the other Loan Documents as
may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and
the Borrower, to effect the provisions of this subsection 2.7B(iv) and the Lenders hereby
expressly (i) authorize the Administrative Agent to enter into any such amendments and (ii)
consent to the assignment by the Borrower to a Substitute Borrower of its rights and
obligations with respect to the Loans and Commitments pursuant to this Agreement and the
other Loan Documents and the assumption thereof by such Substitute Borrower. Each of the
parties to this Agreement hereby agrees to undertake any further action necessary to effect
the assignment and assumption contemplated by this subsection 2.7B(iv).



C. Capital Adequacy Adjustment. If any Lender (which term shall include the Issuing
Lender for purposes of this subsection 2.7C) shall have determined that any Change in Law has or
would have the effect of reducing the rate of return on the capital of such Lender or any
corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans
or Commitments or participations in Letters of Credit or other obligations hereunder with respect
to the Loans or the Letters of Credit to a level below that which such Lender, or such controlling
corporation could have achieved but for such adoption, effectiveness, phase-in, applicability,
change or compliance (taking into consideration the policies of such Lender or such controlling
corporation with regard to capital adequacy), then from time to time, within five Business Days
after receipt by the Borrower from such Lender of the statement referred to in the next sentence,
the Borrower shall pay to such Lender such additional amount or amounts as will compensate such
Lender or (as the case may be) or such controlling corporation on an after-tax basis for such
reduction. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a
written statement, setting forth in reasonable detail the basis of the calculation of such
additional amounts, which statement shall be conclusive and binding upon all parties hereto absent
manifest error.



D. Replacement of Lenders due to Withholding Tax. Notwithstanding the foregoing, if
any Lender becomes (x) an Affected Lender, (y) a Market Disruption Lender or (z) entitled to
receive any additional amounts pursuant to subsection 2.7A, 2.7B(ii) or 2.7C, then the Borrower
may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in subsection 10.1, including as a condition precedent to such assignment,
(i) Administrative Agent’s consent to the assignee unless not otherwise required by subsection 10.1
and (ii) payment by the Borrower of the registration fee set forth in subsection 10.1B(i), if
applicable), all its interests, rights and obligations under this Agreement to an assignee that
shall assume such obligations (which assignee may be another Lender, if a Lender accepts such
assignment, or an Affiliate of the Company to the extent such Affiliate is permitted as an Eligible
Assignee);



 


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provided
that (i) such Lender shall have received irrevocable payment
in full in cash of an amount equal to the outstanding principal of its Loans, accrued interest
thereon, and accrued fees and all other Obligations and other amounts payable to it hereunder
(including amounts payable pursuant to Section 2.6D) from the assignee or the Borrower (or such
lesser amount agreed to by the parties) and (ii) such assignee would, immediately after such
assignment, not be entitled to receive any additional amounts pursuant to subsection 2.7B(ii)
hereof (or, alternatively, would be entitled to receive reduced additional amounts pursuant to
subsection 2.7B(ii) hereof than such assignor would have received but for such assignment).



E. Tax Credits. If a Lender or the Administrative Agent determines, in its sole
discretion, that it has finally and irrevocably received, utilized and retained a Tax Credit from a
Governmental Instrumentality in respect of Included Taxes as to which the Borrower has paid
additional amounts pursuant to this subsection 2.7, it shall within 60 days from the date of such
determination, pay over the amount of such Tax Credit to the Borrower (but only to the extent of
such indemnity payments or additional payments made by the Borrower under this subsection 2.7 with
respect to such Included Taxes giving rise to such Tax Credit and to the extent the Administrative
Agent or such Lender, as the case may be, determines in its sole discretion that it can do so
without prejudice to the retention of the amount of such Tax Credit), net of all reasonable out of
pocket expenses of such Lender or the Administrative Agent and without interest (other than
interest paid by the relevant taxation authority with respect to such Tax Credit);
provided, that the Borrower, upon request of such Lender or the Administrative Agent,
agrees to repay the amount paid over to the Borrower (plus penalties, interest or other reasonable
charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative
Agent is required to repay such Tax Credit to such Governmental Instrumentality. Notwithstanding
anything in this Agreement to the contrary, this subsection 2.7 shall not be construed to require
any Lender or the Administrative Agent to (i) make available its tax returns (or any other
information which it deems to be confidential) to the Borrower or any other person, (ii) require
the Administrative Agent or any Lender to claim any refund of any Included Taxes or (iii) interfere
with the right of the Administrative Agent or any Lender to arrange its tax affairs in whatever
manner it thinks fit.



2.8 Obligation of Lenders to Mitigate.



Each Lender and Issuing Lender agrees that, as promptly as practicable after the officer of
such Lender or Issuing Lender responsible for administering the Loans or Letters of Credit of such
Lender or Issuing Lender, as the case may be, becomes aware of the occurrence of an event or the
existence of a condition that would cause such Lender or Issuing Lender to become an Affected
Lender or that would entitle such Lender or Issuing Lender to receive payments under subsection 2.7
or subsection 3.6 it will, to the extent not inconsistent with the internal policies of such Lender
or Issuing Lender and any applicable legal or regulatory restrictions, use reasonable efforts (i)
to make, issue, fund or maintain the Commitments of such Lender or Issuing Lender or the affected
Loans or Letters of Credit of such Lender or Issuing Lender through another lending or letters of
credit office of such Lender or Issuing Lender or (ii) take such other measures as such Lender or
Issuing Lender may deem reasonable, if as a result thereof the circumstances which would cause such
Lender or Issuing Lender to be an Affected Lender would cease to exist or the additional amounts
which would otherwise be required to be paid to such Lender or Issuing Lender pursuant to
subsection 2.7 would be materially reduced and if, as



 


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determined
by such Lender or Issuing Lender
in its sole discretion, the making, issuing, funding or maintaining
of such Commitments or Loans or Letters of Credit through such other lending or Letters of
Credit office or in accordance with such other measures, as the case may be, would not otherwise
adversely affect, in any material respect, such Commitments or Loans or Letters of Credit or the
interests of such Lender or Issuing Lender; provided that such Lender or Issuing Lender
will not be obligated to utilize such other lending or Letters of Credit office pursuant to this
subsection 2.8 if such Lender or Issuing Lender would incur incremental expenses as a result of
utilizing such other lending office as described in clause (i) above unless the Loan Parties agree
in writing to pay all such incidental costs on or prior to the date such costs would be incurred by
such Lender. A certificate as to the amount of any such expenses payable by the Borrower pursuant
to this subsection 2.8 (setting forth in reasonable detail the basis for requesting such amount)
submitted by such Lender or Issuing Lender to the Borrower (with a copy to the Administrative
Agent) shall be conclusive absent manifest error. Each Lender and Issuing Lender agrees that it
will not request compensation under subsection 2.7 unless such request would be consistent with
such Lender’s or Issuing Lender’s general practice in such regard at such time.



2.9 Incremental Facilities.



A. The Borrower may by written notice to the Co-Syndication Agents and the Administrative
Agent elect to request from time to time (i) prior to the Revolving Loan Commitment Termination
Date, an increase to the existing Revolving Loan Commitments (any such increase, the “New Revolving
Loan Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New
Term Loan Commitments”), denominated in Dollars, HK Dollars and/or Patacas pursuant to the terms of
this Agreement, in an amount, together with the aggregate principal amount of all Permitted Bonds
outstanding pursuant to subsection 7.1(xx), not in excess of $1,000,000,000 in the aggregate and
not less than $25,000,000 individually (and/or the equivalent thereof in HK Dollars and/or Patacas)
(or such lesser amount which shall be approved by the Administrative Agent), which amount set forth
in such notice may be a proposed range of new commitments that otherwise comply with the foregoing
requirements. Each such notice shall specify the date (each, an “Increased Amount Date”) on which
the Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as the
case may be, shall be effective, which shall be a date not less than 10 Business Days (or such
shorter time as is agreed upon by the Administrative Agent) after the date on which such notice is
delivered to each Co-Syndication Agent and the Administrative Agent. When available, the
Administrative Agent will deliver a notice to the Borrower and each Lender setting forth the
identity of each Lender or other Person that is an Eligible Assignee or any other Person (other
than a natural Person) approved by the Borrower (each, a “New Term Loan Lender” or a “New Revolving
Loan Lender”, as applicable) to which the Administrative Agent has allocated any portion of such
New Revolving Loan Commitments or New Term Loan Commitments and the amounts of such allocations,
and in the case of each notice to any Revolving Loan Lender, the respective interests in such
Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by
this Section; provided that any Lender approached to provide all or a portion of the New
Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole
discretion, to provide a New Revolving Loan Commitment or New Term Loan Commitment.


 


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B. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as
of such Increased Amount Date; provided that (1) no Potential Event of
Default or Event of Default shall exist on such Increased Amount Date before or after giving
effect to such New Revolving Loan Commitments or New Term Loan Commitments and the related Credit
Extensions; (2) both before and after giving effect to the effectiveness of any Series of New Term
Loan Commitments or New Revolving Loan Commitments, the Consolidated Leverage Ratio shall not be
greater than 3.5:1.0; (3) both before and after giving effect to the making of any Series of New
Term Loans, each of the conditions set forth in Section 4.2 shall be satisfied; (4) the Borrower
shall be in pro forma compliance with each of the covenants set forth in Section 7.6 as of the last
day of the most recently ended Fiscal Quarter after giving effect to such New Revolving Loan
Commitments or New Term Loan Commitments; (5) the New Revolving Loan Commitments or New Term Loan
Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by
the Borrower and the Administrative Agent, and each of which shall be recorded in the Register and
shall be subject to the requirements set forth in subsection 2.7B(iii); (6) the Borrower shall make
any payments required pursuant to subsection 2.6D in connection with the New Revolving Loan
Commitments or New Term Loan Commitments; and (7) the Borrower shall deliver or cause to be
delivered any legal opinions or other documents reasonably requested by the Administrative Agent in
connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be
designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement (all
New Term Loans or New Term Loan Commitments of any Series, a “New Term Loan Facility”).



C. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject
to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Loan Lenders
shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders
shall purchase from each of the Revolving Loan Lenders, at the principal amount thereof (together
with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount
Date as shall be necessary in order that, after giving effect to all such assignments and
purchases, such Revolving Loans will be held by existing Revolving Loan Lenders and New Revolving
Loan Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the
addition of such New Revolving Loan Commitments to the Revolving Loan Commitments, (b) each New
Revolving Loan Commitment shall be deemed for all purposes a Revolving Loan Commitment and each
Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan
and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan
Commitment and all matters relating thereto.



D. On any Increased Amount Date on which any New Term Loan Commitments of any Series are
effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term
Loan Lender of such Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal
to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of such Series
shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the
New Term Loans of such Series made pursuant thereto. Proceeds of any Series of New Term Loans
shall be deposited in an account designated by the Borrower.


 


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E. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series
shall be, except as otherwise set forth herein or in the Joinder
Agreement, identical to the Term Loans. The terms and provisions of the New Revolving Loans
and New Revolving Loan Commitments shall be identical to the Revolving Credit Facility (except (i)
as contemplated by subsection 2.4B(iii)(k) and (ii) that customary arrangement or commitment fees
payable to one or more arrangers (or their affiliates) of the New Revolving Loan Commitments may be
different than those paid with respect to the Revolving Credit Facility). In any event (i) the
weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the
remaining weighted average life to maturity of the Term Loans, (ii) the applicable New Term Loan
Maturity Date of each Series shall be no earlier than the final maturity of the Term Loans, (iii)
the rate of interest and any applicable original issue discount applicable to the New Term Loans of
each Series shall be determined by the Borrower and the applicable new Lenders and shall be set
forth in each applicable Joinder Agreement. Each Joinder Agreement may, without the consent of any
other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be
necessary or appropriate, in the opinion of the Co-Syndication Agents and the Administrative Agent,
to effect the provision of this subsection 2.9.



2.10 Swing Line Loans.



A. Swing Line Loans shall be made in an aggregate minimum amount of $500,000 and integral
multiples of $100,000 in excess of that amount.



B. Whenever the Borrower desires that the Swing Line Lender make a Swing Line Loan, the
Borrower shall deliver to the Administrative Agent a Borrowing Notice no later than 11:00 a.m.
(Macau SAR time) one Business Day prior to the proposed Funding Date.



C. The Swing Line Lender shall make the amount of its Swing Line Loan available to
Administrative Agent not later than 3:00p.m. (Macau SAR time) on the applicable Funding Date by
wire transfer (together with the applicable SWIFT confirmation) of same day funds in Dollars,
Patacas or HK Dollars, as the case may be, where and as directed by the Borrower. Except as
provided herein, upon satisfaction or waiver of the conditions precedent specified in subsection
4.2, the Administrative Agent shall make the proceeds of such Swing Line Loans available to the
Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars, Patacas
or HK Dollars, as the case may be, equal to the proceeds of all such Swing Line Loans received by
the Administrative Agent from the Swing Line Lender to be credited to the account of the Borrower
at the Payment and Funding Office, or such other office of the Administrative Agent as may be
designated in writing to the Borrower in the case of Swing Line Loans denominated in Patacas or HK
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D. With respect to any outstanding Swing Line Loans, if (i) such Swing Line Loans shall be
outstanding for more than four Business Days, (ii) any Event of Default or Potential Event of
Default shall occur and be continuing on a date such Swing Line Loans are outstanding, or (iii) the
Swing Line Lender delivers to the Administrative Agent (with a copy to the Borrower), no later than
11:00a.m. (Macau SAR time) at least one Business Day in advance of the proposed Funding Date, a
notice (which shall be deemed to be a Borrowing Notice given by Borrower) requesting that each
Lender holding a Revolving Commitment make Revolving Loans that are Base Rate Loans to the Borrower
on such Funding Date in an amount equal to the Dollar Equivalent of the amount of such outstanding
Swing Line Loans (in each case, the “Refunded
Swing Line Loans”), then (x) in the case of the foregoing clauses (i) and (ii), the Swing Line
Lender shall be deemed to have delivered a Borrowing Notice in accordance with clause (iii) and (y)
the Administrative Agent shall notify the Borrower and each Revolving Loan Lender of the amount
requested, each Revolving Loan Lender shall deposit in an account specified by the Swing Line
Lender its Pro Rata Share of the amount so requested in same day funds and such funds shall be
applied by the Swing Line Lender to repay the Refunded Swing Line Loans. Anything contained in
this Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving Loans made by
the Lenders other than the Swing Line Lender shall be immediately delivered by the Administrative
Agent to the Swing Line Lender (and not to the Borrower) and applied to repay a corresponding
portion of the Refunded Swing Line Loans and (2) on the day such Revolving Loans are made, the
Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with
the proceeds of a Revolving Loan made by Swing Line Lender to the Borrower in the amount of the
Dollar Equivalent of such Pro Rata Share, and such portion of the Swing Line Loans deemed to be so
paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing
Line Note of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s
outstanding Revolving Loans to the Borrower and shall be due under the Revolving Loan Note issued
by the Borrower to the Swing Line Lender. The Borrower hereby authorizes the Administrative Agent
and the Swing Line Lender to charge the Borrower’s accounts with the Administrative Agent and the
Swing Line Lender (up to the amount available in each such account) in order to immediately pay the
Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such
Revolving Loans made by Lenders holding Revolving Commitments, including the Revolving Loans deemed
to be made by the Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line
Loans. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender
should be recovered by or on behalf of the Borrower from the Swing Line Lender in bankruptcy, by
assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be
ratably shared among all Lenders.



Notwithstanding anything contained herein to the contrary, (1) each Lender’s obligation to make
Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the preceding
paragraph shall be absolute and unconditional and shall not be affected by any circumstance,
including without limitation (A) any set-off, counterclaim, recoupment, defense or other right
which such Lender may have against the Swing Line Lender, any Loan Party or any other Person for
any reason whatsoever; (B) the occurrence or continuation of a Potential Event of Default or Event
of Default; (C) any adverse change in the business, operations, properties, assets, condition
(financial or otherwise) or prospects of any Loan Party; (D) any breach of this Agreement or any
other Loan Document by any party thereto; or (E) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing; and (2) the Swing Line Lender shall not
be obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence
and during the continuation of a Potential Event of Default or Event of Default or (B) at a time
when any Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements
satisfactory to it and the Borrower to eliminate the Swing Line Lender’s risk with respect to the
Defaulting Lender’s participation in such Swing Line Loan, including by cash collateralizing such
Defaulting Lender’s Pro Rata Share of the outstanding Swing Line Loans.


 


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2.11 Refinancing Amendments



. At any time after the Closing Date, the Borrower may obtain, from any Lender or any
Affiliates thereof or any other Person (other than a natural Person), Credit Agreement Refinancing
Indebtedness in respect of all or any portion of the Loans or Commitments then outstanding under
this Agreement (which for purposes of this subsection 2.11 will be deemed to include any then
outstanding New Term Loans, New Term Loan Commitments, New Revolving Loans, New Revolving Loan
Commitments, Other Loans or Other Commitments), in the form of Other Loans or Other Commitments in
each case pursuant to a Refinancing Amendment. Any Other Loans may participate on a pro rata basis
or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or
mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment, and such
Credit Agreement Refinancing Indebtedness may have such pricing and optional prepayment terms as
may be agreed by the Borrower and the lenders thereof. The effectiveness of any Refinancing
Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the
conditions set forth in subsection 4.2 and, to the extent reasonably requested by the
Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board
resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those
delivered on the Closing Date under subsection 4.1 (which in the case of legal opinions, take into
account changes to such legal opinions resulting from a change in law, change in fact or change to
counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Credit
Agreement Refinancing Indebtedness incurred under this subsection 2.11 shall (i) be in an aggregate
principal amount that is not less than $50,000,000 (or $10,000,000, in the case of revolving loans)
and (ii) (x) with respect to any Other Loans or Other Commitments in the case of any Revolving
Loans or Revolving Loan Commitments being refinanced, will have a maturity date that is not prior
to the Maturity Date of the Revolving Credit Facility and (y) with respect to any Other Loans or
Other Commitments in the case of any Term Loans being refinanced, will have a maturity date that is
not prior to the Maturity Date of, and will have a weighted average life to maturity that is not
shorter than, the Term Loans being refinanced; provided that the terms and conditions
applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or
different financial or other covenants or other provisions that are agreed between the Borrower and
the lenders thereof and applicable only during periods after the Maturity Date that is in effect on
the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any
Refinancing Amendment may provide for the issuance of letters of credit for the account of the
Borrower or other Loan Parties or the provision to the Borrower of swing line loans pursuant to any
Other Commitments established thereby, in each case, on terms substantially equivalent to the terms
applicable to Letters of Credit and Swing Line Loans with the existing Revolving Credit Facility.
The Administrative Agent shall promptly notify each Lender as to the effectiveness of each
Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of
any Refinancing Amendment, this Agreement and the other Loan Documents may be amended pursuant to a
Refinancing Amendment without the consent of any other Lenders to the extent (but only to the
extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing
Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and
Commitments subject thereto as Other Loans and/or Other Commitments). Any Refinancing Amendment
may, without the consent of any other Lenders, effect such amendments to this Agreement and the
other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the
Administrative Agent and the Borrower, to effect the provisions of this subsection 2.11 and the
Lenders hereby expressly authorize the
Administrative Agent to enter into any such Refinancing Amendment. This subsection 2.11 shall
supersede any other provisions in this Agreement (including subsections 2.7 and subsection 10.6) to
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2.12 Defaulting Lender. Notwithstanding anything to the contrary contained herein, if any Lender becomes a Defaulting
Lender, then during any Default Period with respect to such Defaulting Lender, such Defaulting
Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including, but
not limited to, any amendment, waiver or consent, provided that such Defaulting Lender’s consent
shall be required in connection with any amendment, waiver, consent or other modification of this
Agreement that would to the extent that such modification would increase the amount of or extend
the maturity of such Defaulting Lender’s Commitments hereunder) with respect to any provision of
the Loan Documents that requires the approval of Requisite Lenders or all affected lenders. During
any Default Period with respect to a Defaulting Lender (a) fees shall cease to accrue on the
unfunded portion of the commitment of such Defaulting Lender pursuant to subsection 2.3; (b) to the
extent permitted by applicable law, any amounts that would otherwise be payable to such Defaulting
Lender with respect to its Loans and Commitments under the Loan Documents (including, without
limitation, voluntary and mandatory prepayments, interest and fees) may, in lieu of being
distributed to such Defaulting Lender, at the written direction of the Borrower to the
Administrative Agent, be retained by the Administrative Agent and applied in the following order of
priority: first, to the payment of any amounts owing by such Defaulting Lender to the
Administrative Agent and to collateralize indemnification and reimbursement obligations of such
Defaulting Lender in an amount reasonably determined by the Administrative Agent, second, to the
payment of any amounts owing by such Defaulting Lender to the Swing Line Lender, third, to the
payment of any amounts owing by such Defaulting Lender to the Issuing Lender, fourth, to the
funding of any Loan in respect of which the Defaulting Lender has failed to fund its portion
thereof as required by this Agreement, fifth, to the payment of any amounts owing to the Borrower
as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against
the Defaulting Lender as a result of the Defaulting Lender’s breach of its obligations under this
Agreement, and sixth, to the payment of the Term Loans and Revolving Loans of other Lenders (but
not to the Loans of such Defaulting Lender) as if such Defaulting Lender had funded all Defaulted
Loans of such Defaulting Lender; (c) (i) such Defaulting Lender’s Revolving Loan Commitment and
outstanding Revolving Loans and such Defaulting Lender’s Pro Rata Share of the Letter of Credit
Usage shall be excluded for purposes of calculating the Revolving Loan commitment fee payable to
Lenders in respect of any day during any Default Period with respect to such Defaulting Lender, and
such Defaulting Lender shall not be entitled to receive any Revolving Loan commitment fee pursuant
to subsection 2.3 with respect to such Defaulting Lender’s Revolving Loan Commitment in respect of
any Default Period with respect to such Defaulting Lender (and the Borrower shall not be required
to pay any such fee that otherwise would have been required to have been paid to that Defaulting
Lender) and (ii) such Defaulting Lender’s Term Loan Commitments and outstanding Term Loans shall be
excluded for purposes of calculating the Term Loan commitment fee payable to Lenders in respect of
any day during any Default Period with respect to such Defaulting Lender, and such Defaulting
Lender shall not be entitled to receive any Term Loan commitment fee pursuant to subsection 2.3
with respect to such Defaulting Lender’s Term Loan Commitment in respect of any Default Period with
respect to such Defaulting Lender (and the
Borrower shall not be required to pay



 


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any such
fee that otherwise would have been required to have
been paid to that Defaulting Lender); and (d) the Total Utilization of Revolving Loan Commitments
as at any date of determination shall be calculated as if such Defaulting Lender had funded all
Defaulted Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or
payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting
Lender shall be deemed paid to and redirected by that Defaulting Lender, and each Lender
irrevocably consents hereto. No Commitment of any Lender shall be increased or otherwise affected,
and, except as otherwise expressly provided in this subsection 2.12, performance by Borrower of its
obligations hereunder and the other Loan Documents shall not be excused or otherwise modified as a
result of any Lender becoming a Defaulting Lender or the operation of this subsection 2.12. The
rights and remedies against a Defaulting Lender under this subsection 2.12 are in addition to other
rights and remedies which Borrower may have against such Defaulting Lender as a result of it
becoming a Defaulting Lender and which Administrative Agent or any Lender may have against such
Defaulting Lender with respect thereto. Notwithstanding the foregoing, nothing contained in this
subsection 2.12 shall alter in any way the Borrower’s obligations to repay any Defaulting Lender
for Loans that it has actually funded. The Administrative Agent shall not be required to ascertain
or inquire as to the existence of any Funds Defaulting Lender or Insolvency Defaulting Lender.



2.13 Removal of Defaulting Lender. Anything contained herein to the contrary notwithstanding, in the event that (i) any Lender
shall become a Defaulting Lender, (ii) the Default Period for such Defaulting Lender shall remain
in effect, and (iii) such Defaulting Lender shall fail to cure the default as a result of which it
has become a Defaulting Lender within five Business Days after Borrower’s request that it cure such
default; then, with respect to each such Defaulting Lender (the “Terminated Lender”), the Borrower
may, by giving written notice to the Administrative Agent and any Terminated Lender of its election
to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably
agrees) to assign its outstanding Loans and its Commitments, if any, in full to one or more
Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of subsection
10.1 and the Borrower shall pay the fees, if any, payable thereunder in connection with any such
assignment from an Insolvency Defaulting Lender, and the Funds Defaulting Lender (if not also an
Insolvency Defaulting Lender) shall pay the fees, if any, payable thereunder in connection with any
such assignment from such Defaulting Lender; provided, (x) on the date of such assignment, the
Replacement Lender shall, unless otherwise agreed by such Terminated Lender, pay to such Terminated
Lender an amount equal to the sum of (1) an amount equal to the principal of, and all accrued
interest on, all outstanding Loans of the Terminated Lender, (2) an amount equal to all
unreimbursed drawings that have been funded by such Terminated Lender, together with all then
unpaid interest with respect thereto at such time and (3) an amount equal to all accrued, but
theretofore unpaid fees owing to such Terminated Lender pursuant to subsection 2.3; (y) on the date
of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to
subsection 2.6D and subsection 2.7 or otherwise then due and payable to such Terminated Lender
under any Loan Document as if it were a prepayment; provided, Borrower may not make such election
with respect to any Terminated Lender that is also an Issuing Lender unless, prior to the
effectiveness of such election, Borrower shall have caused each outstanding Letter of Credit issued
thereby to be cancelled or issued by a new Issuing Lender. Upon the prepayment of all amounts
owing to
any Terminated Lender and the termination of such Terminated Lender’s Commitments, if any,
such Terminated Lender shall no longer constitute a



 


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“Lender” for purposes hereof; provided, any
rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated
Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an
assignment by such Lender as a Terminated Lender, such Lender shall, promptly after receipt of
written notice of such election, execute and deliver all documentation necessary to effectuate such
assignment in accordance with subsection 10.1. In the event that a Lender does not comply with the
requirements of the immediately preceding sentence within one Business Day after receipt of such
notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver
such documentation as may be required to give effect to an assignment in accordance with subsection
10.1 on behalf of a Terminated Lender and any such documentation so executed by the Administrative
Agent shall be effective for purposes of documenting an assignment pursuant to subsection 10.1. For
the avoidance of doubt, any such replacement shall not be deemed to be a waiver of any rights that
the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.



Section 3. Letters of Credit.



3.1 Issuance of Letters of Credit and Lenders’ Purchase of Participations Therein.



A. Letters of Credit. The Borrower may request, in accordance with the provisions of
this subsection 3.1, from time to time during the period from the Closing Date to but excluding the
Revolving Loan Commitment Termination Date, that an Issuing Lender issue Letters of Credit for the
account of the Borrower or another Loan Party for the purposes specified in the definitions of
Commercial Letters of Credit and Standby Letters of Credit. Subject to the terms and conditions of
this Agreement and in reliance upon the representations and warranties of the Borrower herein set
forth, the Issuing Lenders shall issue such Letters of Credit in accordance with the provisions of
this subsection 3.1; provided that the Borrower shall not request that any Issuing Lender
issue (and no Issuing Lender shall issue):




(i) any Letter of Credit if, after giving effect to such issuance, the Total
Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then
in effect;




(ii) any Letter of Credit if, after giving effect to such issuance, the Letter of
Credit Usage would exceed $200,000,000;




(iii) any Standby Letter of Credit having an expiration date later than the earlier of
(a) the Revolving Loan Commitment Termination Date and (b) the date which is one year from
the date of issuance of such Standby Letter of Credit (unless the Issuing Lender agrees to
issue a Letter of Credit with an expiration date which is more than one year from the date
of its issuance); provided that the immediately preceding clause (b) shall not
prevent any Issuing Lender from agreeing that a Standby Letter of Credit will automatically
be extended for one or more successive periods not to exceed one year each unless such
Issuing Lender elects not to extend for any such additional period; and provided,
further that such Issuing Lender shall elect not to extend such Standby Letter of
Credit if it has knowledge that an Event of Default has occurred and is continuing at
the time such Issuing Lender must elect whether or not to allow such extension;


 


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(iv) any Commercial Letter of Credit having an expiration date (a) later than the
earlier of (X) the date which is 30 days prior to the Revolving Loan Commitment Termination
Date and (Y) the date which is 180 days from the date of issuance of such Commercial Letter
of Credit or (b) that is otherwise unacceptable to the applicable Issuing Lender in its
reasonable discretion; or




(v) any Letter of Credit denominated in a currency other than Dollars, HK Dollars or
Patacas;



provided further, that if any Revolving Lender is a Defaulting Lender, no
Issuing Lender shall be required to issue any Letter of Credit unless such Issuing Lender
has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate
the Issuing Lender’s risk with respect to the participation in Letters of Credit of the
Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share
of the Letter of Credit Usage.



B. Mechanics of Issuance.




(i) Notice of Issuance. Whenever the Borrower desires the issuance of a Letter
of Credit, it shall deliver to the Administrative Agent an Issuance Notice no later than
11:00a.m. (Macau SAR time) at least three Business Days (in the case of Standby Letters of
Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case
such shorter period as may be agreed to by the Issuing Lender in any particular instance, in
advance of the proposed date of issuance. The Issuance Notice shall specify (a) the
proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit
is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the currency and
face amount of the Letter of Credit, (d) the expiration date of the Letter of Credit, (e)
the name and address of the beneficiary, (f) either the verbatim text of the proposed Letter
of Credit or the proposed terms and conditions thereof, including a precise description of
any documents to be presented by the beneficiary which, if presented by the beneficiary
prior to the expiration date of the Letter of Credit, would require the Issuing Lender to
make payment under the Letter of Credit and (g) the applicable Issuing Lender;
provided that the Issuing Lender, in its reasonable discretion, may require changes
in the text of the proposed Letter of Credit or any such documents; and provided,
further, that no Letter of Credit shall require payment against a conforming draft
to be made thereunder on the same business day (under the laws of the jurisdiction in which
the office of the Issuing Lender to which such draft is required to be presented is located)
that such draft is presented if such presentation is made after 10:00 a.m. (in the time zone
of such office of the Issuing Lender) on such business day.




The Borrower shall notify the applicable Issuing Lender (and the Administrative Agent, if
Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of
Credit in the event that any of the matters to which the Borrower is required to certify in
the applicable Issuance Notice is no longer true and correct as of the proposed date of
issuance of such Letter of Credit, and upon the issuance of any Letter of Credit the
Borrower shall be deemed to have re-certified, as of the date of such issuance, as to the
matters to which the Borrower is required to certify in the applicable Issuance Notice.


 


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(ii) Determination of Issuing Lender. Upon receipt by the Administrative Agent
of an Issuance Notice pursuant to subsection 3.1B(i) requesting the issuance of a Letter of
Credit, the Administrative Agent shall deliver a copy of such Issuance Notice to all Issuing
Lenders, requesting that the applicable Issuing Lender issue such Letter of Credit. Subject
to satisfaction or waiver of the conditions contained in subsection 4.3, the Lender so
requested to issue such Letter of Credit shall promptly issue such Letter of Credit, and
shall be the Issuing Lender with respect thereto.




(iii) Issuance of Letter of Credit. Upon satisfaction or waiver (in accordance
with subsection 10.6) of the conditions set forth in subsection 4.3, the applicable Issuing
Lender shall issue the requested Letter of Credit in accordance with the Issuing Lender’s
standard operating procedures.




(iv) Notification to Lenders. Upon the issuance of any Letter of Credit the
applicable Issuing Lender shall promptly notify the Administrative Agent and each other
Revolving Loan Lender of such issuance, which notice shall be accompanied by a copy of such
Letter of Credit. Promptly after receipt of such notice (or, if Administrative Agent is the
Issuing Lender, together with such notice), the Administrative Agent shall notify each
Lender of the amount of such Lender’s respective participation in such Letter of Credit,
determined in accordance with subsection 3.1C.




(v) Reports to Lenders. Within 15 days after the end of each calendar quarter
ending after the Closing Date, so long as any Letter of Credit shall have been outstanding
during such calendar quarter, each Issuing Lender shall deliver to the Administrative Agent
a report setting forth for such calendar quarter the daily aggregate amount available to be
drawn under the Letters of Credit issued by such Issuing Lender that were outstanding during
such calendar quarter.



C. Lenders’ Purchase of Participations in Letters of Credit. Immediately upon the
issuance of each Letter of Credit, each Revolving Loan Lender shall be deemed to, and hereby agrees
to, have irrevocably purchased from the Issuing Lender a participation in such Letter of Credit and
any drawings honored thereunder in an amount equal to such Revolving Loan Lender’s Pro Rata Share
of the maximum amount which is or at any time may become available to be drawn thereunder.


 


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3.2 Letter of Credit Fees.



The Borrower agrees to pay the following amounts with respect to Letters of Credit issued
hereunder:




(i) with respect to each Standby Letter of Credit, (a) without duplication of any
amounts payable to the Issuing Lender pursuant to the Administrative Agent’s Fee Letter, a
fronting fee, payable directly to the applicable Issuing Lender for its own account, equal
to 0.25% per annum of the daily amount available to be drawn under such
Standby Letter of Credit (or such lesser amount agreed by the Issuing Lender) and (b) a
letter of credit fee, payable to the Administrative Agent for the account of Lenders, equal
to the product of (y) the Applicable Margin then in effect for Eurodollar Loans that are
Revolving Loans and (z) the daily maximum amount available to be drawn under such Standby
Letter of Credit, each such fronting fee or letter of credit fee to be payable in arrears on
and to (but excluding) each Quarterly Date and, if applicable, on the date of any
termination or expiration of such Standby Letter of Credit and computed on the basis of a
360-day year for the actual number of days elapsed;




(ii) with respect to each Commercial Letter of Credit, (a) without duplication of any
amounts payable to the Issuing Lender pursuant to the Administrative Agent’s Fee Letter, a
fronting fee, payable directly to the applicable Issuing Lender for its own account, equal
to 0.25% per annum of the daily amount available to be drawn under such Commercial Letter of
Credit (or such lesser amount agreed by the Issuing Lender) and (b) a letter of credit fee,
payable to the Administrative Agent for the account of Lenders, equal to the product of (y)
the Applicable Margin then in effect for Eurodollar Loans that are Revolving Loans, and (z)
the daily maximum amount available to be drawn under such Commercial Letter of Credit, each
such fronting fee or letter of credit fee to be payable in arrears on and to (but excluding)
each Quarterly Date and, if applicable, on the date of any termination or expiration of such
Commercial Letter of Credit and computed on the basis of a 360-day year for the actual
number of days elapsed; and




(iii) with respect to the issuance, amendment or transfer of each Letter of Credit and
each payment of a drawing made thereunder (without duplication of the fees payable under
clauses (i) and (ii) above), documentary and processing charges payable directly to the
applicable Issuing Lender for its own account in accordance with such Issuing Lender’s
standard schedule for such charges in effect at the time of such issuance, amendment,
transfer or payment, as the case may be.



For purposes of calculating any fees payable under clauses (i) and (ii) of this subsection 3.2, the
daily amount available to be drawn under any Letter of Credit shall be determined in Dollars (with
the amount available to be drawn under each Letter of Credit denominated in HK Dollars or Patacas
to be converted into Dollars for purposes of this subsection 3.2 at the Closing FX Rate) as of the
close of business on any date of determination. Promptly upon receipt by the Administrative Agent
of any amount described in clause (i)(b) or (ii)(b) of this subsection 3.2, the Administrative
Agent shall distribute to each Lender its Pro Rata Share of such amount.



3.3 Drawings and Reimbursement of Amounts Paid Under Letters of Credit.



A. Responsibility of Issuing Lender With Respect to Drawings. In determining whether
to honor any drawing under any Letter of Credit by the beneficiary thereof, the Issuing Lender
shall be responsible only to examine the documents delivered under such Letter of Credit with
reasonable care so as to ascertain whether they appear on their face to be in accordance with the
terms and conditions of such Letter of Credit.


 


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B. Reimbursement by the Borrower of Amounts Paid Under Letters of Credit. In the
event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it,
such Issuing Lender shall immediately notify the Borrower and the Administrative Agent, and
the Borrower shall reimburse such Issuing Lender on or before the Business Day immediately
following the date on which such drawing is honored (the “Reimbursement Date”) in an amount in
Dollars and in same day funds equal to the Dollar Equivalent of the amount of such honored drawing.
In the case of any such payment in Dollars of a Letter of Credit denominated in another currency,
the Issuing Lender shall notify the Company of the Dollar Equivalent of the amount of the drawing
promptly following the determination thereof. Anything contained in this Agreement to the contrary
notwithstanding, unless the Borrower shall have notified Administrative Agent and such Issuing
Lender prior to 3:00p.m. (Macau SAR time) on the date such drawing is honored that the Borrower
intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other
than the proceeds of Revolving Loans, the Borrower shall be deemed to have given a timely Borrowing
Notice to the Administrative Agent requesting the Revolving Loan Lenders to make Revolving Loans
that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the Dollar
Equivalent of the amount of such honored drawing and the Revolving Loan Lenders shall, on the
Reimbursement Date, make Revolving Loans that are Base Rate Loans in an amount equal to the Dollar
Equivalent of the amount of such honored drawing, the proceeds of which shall be applied directly
by Agent to reimburse such Issuing Lender for the amount of such honored drawing; and
provided, further, that if for any reason proceeds of Revolving Loans are not
received by such Issuing Lender on the Reimbursement Date in an amount equal to the Dollar
Equivalent of the amount of such honored drawing, the Borrower shall reimburse such Issuing Lender,
on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing
over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this
subsection 3.3B shall be deemed to relieve any Lender from its obligation to make Revolving Loans
on the terms and conditions set forth in this Agreement, and the Borrower shall retain any and all
rights it may have against any Lender resulting from the failure of such Lender to make such
Revolving Loans under this subsection 3.3B.



C. Payment by Lenders of Unreimbursed Amounts Paid Under Letters of Credit.




(i) Payment by Lenders. In the event that the Borrower shall fail for any
reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to
the Dollar Equivalent of the amount of any drawing honored by such Issuing Lender under a
Letter of Credit issued by it, such Issuing Lender shall promptly notify each other
Revolving Loan Lender of the unreimbursed amount of such honored drawing and of such other
Revolving Loan Lender’s respective participation therein based on such Revolving Loan
Lender’s Pro Rata Share. Each Revolving Loan Lender shall make available to such Issuing
Lender an amount equal to its respective participation, in Dollars and in same day funds, at
the office of such Issuing Lender specified in such notice, not later than 1:00p.m. (Macau
SAR time) on the first business day (under the laws of the jurisdiction in which such office
of such Issuing Lender is located) after the date notified by such Issuing Lender. In the
event that any Revolving Loan Lender fails to make available to such Issuing Lender on such
business day the amount of such Lender’s participation in such Letter of Credit as provided
in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on
demand from such Lender together with interest thereon at the rate customarily used by such
Issuing Lender for the correction of errors among banks for three Business Days and
thereafter at the Base Rate.
Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to
recover from any Issuing Lender any amounts made available by such Lender to such Issuing
Lender pursuant to this subsection 3.3C in the event that it is determined by the final
judgment of a court of competent jurisdiction that the payment with respect to a Letter of
Credit by such Issuing Lender in respect of which payment was made by such Lender
constituted gross negligence or willful misconduct on the part of such Issuing Lender.


 


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(ii) Distribution to Lenders of Reimbursements Received From the Borrower. In
the event any Issuing Lender shall have been reimbursed by other Lenders pursuant to
subsection 3.3C(i) for all or any portion of any drawing honored by such Issuing Lender
under a Letter of Credit issued by it, such Issuing Lender shall distribute to each other
Lender which has paid all amounts payable by it under subsection 3.3C(i) with respect to
such honored drawing such other Lender’s Pro Rata Share of all payments subsequently
received by such Issuing Lender from the Borrower in reimbursement of such honored drawing
when such payments are received. Any such distribution shall be made to a Lender at its
primary address set forth below its name on the appropriate signature page hereof or at such
other address as such Lender may request.



D. Interest on Amounts Paid Under Letters of Credit.




(i) Payment of Interest by the Borrower. The Borrower agrees to pay to each
Issuing Lender, with respect to drawings honored under any Letters of Credit issued by it,
interest on the amount paid by such Issuing Lender in respect of each such honored drawing
from the date such drawing is honored to but excluding the date such amount is reimbursed by
the Borrower (including any such reimbursement out of the proceeds of Revolving Loans
pursuant to subsection 3.3B) at a rate equal to (a) for the period from the date such
drawing is honored to but excluding the Reimbursement Date, the rate then in effect under
this Agreement with respect to Revolving Loans that are Base Rate Loans and (b) thereafter,
a rate which is 2% per annum in excess of the rate of interest otherwise payable under this
Agreement with respect to Revolving Loans that are Base Rate Loans. Interest payable
pursuant to this subsection 3.3D(i) shall be computed on the basis of a 365-day year for the
actual number of days elapsed in the period during which it accrues and shall be payable on
demand or, if no demand is made, on the date on which the related drawing under a Letter of
Credit is reimbursed in full.




(ii) Distribution of Interest Payments by Issuing Lender. Promptly upon
receipt by any Issuing Lender of any payment of interest pursuant to subsection 3.3D(i) with
respect to a drawing honored under a Letter of Credit issued by it, (a) such Issuing Lender
shall distribute to each other Lender, out of the interest received by such Issuing Lender
in respect of the period from the date such drawing is honored to but excluding the date on
which such Issuing Lender is reimbursed for the amount of such drawing (including any such
reimbursement out of the proceeds of Revolving Loans pursuant to subsection 3.3B), the
amount that such other Lender would have been entitled to receive in respect of the letter
of credit fee that would have been payable in respect of such Letter of Credit for such
period pursuant to subsection 3.2 if no drawing had been honored under such Letter of
Credit, and (b) in the event such Issuing Lender shall have been
reimbursed by other Lenders pursuant to subsection 3.3C(i) for all or any portion of
such honored drawing, such Issuing Lender shall distribute to each other Lender which has
paid all amounts



 


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payable by it under subsection 3.3C(i) with respect to such
honored drawing
such other Lender’s Pro Rata Share of any interest received by such Issuing Lender in
respect of that portion of such honored drawing so reimbursed by other Lenders for the
period from the date on which such Issuing Lender was so reimbursed by other Lenders to but
excluding the date on which such portion of such honored drawing is reimbursed by the
Borrower. Any such distribution shall be made to a Lender at its primary address set forth
below its name on the appropriate signature page hereof or at such other address as such
Lender may request.



3.4 Obligations Absolute.



The obligation of the Borrower to reimburse each Issuing Lender for drawings honored under the
Letters of Credit issued by it and to repay any Revolving Loans made by Lenders pursuant to
subsection 3.3B and the obligations of Lenders under subsection 3.3C(i) shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all
circumstances including any of the following circumstances:




(i) any lack of validity or enforceability of any Letter of Credit;




(ii) the existence of any claim, set-off, defense or other right which the Borrower or
any Lender may have at any time against a beneficiary or any transferee of any Letter of
Credit (or any Persons for whom any such transferee may be acting), any Issuing Lender or
other Lender or any other Person or, in the case of a Lender, against the Borrower, whether
in connection with this Agreement, the transactions contemplated herein or any unrelated
transaction (including any underlying transaction between the Borrower or one of its
Affiliates and the beneficiary for which any Letter of Credit was procured);




(iii) any draft or other document presented under any Letter of Credit proving to be
forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;




(iv) payment by the applicable Issuing Lender under any Letter of Credit against
presentation of a draft or other document which does not substantially comply with the terms
of such Letter of Credit;




(v) any adverse change in the business, operations, properties, assets, condition
(financial or otherwise) or prospects of the Company or the Borrower;




(vi) any breach of this Agreement or any other Loan Document by any party thereto;




(vii) any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing; or




(viii) the fact that an Event of Default or a Potential Event of Default shall have
occurred and be continuing;


 


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provided, in each case, that payment by the applicable Issuing Lender under the applicable
Letter of Credit shall not have constituted gross negligence or willful misconduct of such Issuing
Lender under the circumstances in question (as determined by a final judgment of a court of
competent jurisdiction).



3.5 Indemnification; Nature of Issuing Lenders’ Duties.



A. Indemnification. In addition to amounts payable as provided in subsection 3.6, the
Borrower hereby agrees to protect, indemnify, pay and save harmless each Issuing Lender from and
against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses
(including reasonable fees, expenses and disbursements of counsel) which such Issuing Lender may
incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of
Credit by such Issuing Lender, other than as a result of (a) the gross negligence or willful
misconduct of such Issuing Lender as determined by a final judgment of a court of competent
jurisdiction or (b) subject to the following clause (ii), the wrongful dishonor by such Issuing
Lender of a proper demand for payment made under any Letter of Credit issued by it or (ii) the
failure of such Issuing Lender to honor a drawing under any such Letter of Credit as a result of
any act or omission, whether rightful or wrongful, of any present or future de jure or de facto
government or governmental authority (all such acts or omissions herein called “Governmental
Acts”).



B. Nature of Issuing Lenders’ Duties. As between the Borrower and any Issuing Lender,
the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit
issued by such Issuing Lender by, the respective beneficiaries of such Letters of Credit. In
furtherance and not in limitation of the foregoing, such Issuing Lender shall not be responsible
for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of any such Letter of
Credit, even if it should in fact prove to be in any or all respects invalid, insufficient,
inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring
or assigning or purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or
ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply
fully with any conditions required in order to draw upon such Letter of Credit; (iv) errors,
omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable,
telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of
technical terms; (vi) any loss or delay in the transmission or otherwise of any document required
in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the
misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under
such Letter of Credit; or (viii) any consequences arising from causes beyond the control of such
Issuing Lender, including any Governmental Acts, and none of the above shall affect or impair, or
prevent the vesting of, any of such Issuing Lender’s rights or powers hereunder.



In furtherance and extension and not in limitation of the specific provisions set forth in the
first paragraph of this subsection 3.5B, any action taken or omitted by any Issuing Lender
under or in connection with the Letters of Credit issued by it or any documents and
certificates delivered thereunder, if taken or omitted in good faith, shall not put such Issuing
Lender under any resulting liability to the Borrower.


 


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Notwithstanding anything to the contrary contained in this subsection 3.5, the Borrower shall
retain any and all rights it may have against any Issuing Lender for any liability arising solely
out of the gross negligence or willful misconduct of such Issuing Lender, as determined by a final
judgment of a court of competent jurisdiction.



3.6 Increased Costs and Taxes Relating to Letters of Credit.



Subject to the provisions of subsection 2.7B (which shall be controlling with respect to the
matters covered thereby), in the event that any Issuing Lender or Lender or (as the case may be)
any of their direct or indirect parents shall determine (which determination shall, absent manifest
error, be final and conclusive and binding upon all parties hereto) that any Change in Law, or any
determination of a court or governmental authority, in each case that becomes effective after the
date hereof:




(i) subjects such Issuing Lender or Lender (or its applicable lending or letter of
credit office or (as the case may be) any of its direct or indirect parents) to any
additional Tax (other than any Tax on the overall net income of such Issuing Lender or
Lender or (as the case may be) any of its direct and indirect parents or an Included Tax
which is indemnified under subsection 2.7B) with respect to the issuing or maintaining of
any Letters of Credit or the purchasing or maintaining of any participations therein or any
other obligations under this Section 3, whether directly or by such being imposed on or
suffered by any particular Issuing Lender;




(ii) imposes, modifies or holds applicable any reserve (including any marginal,
emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC
insurance or similar requirement in respect of any Letters of Credit issued by any Issuing
Lender or participations therein purchased by any Lender or (as the case may be) any of its
direct or indirect parents; or




(iii) imposes any other condition (other than with respect to a Tax matter) on or
affecting such Issuing Lender or Lender (or its applicable lending or letter of credit
office or (as the case may be) its direct and indirect parents) regarding this Section 3 or
any Letter of Credit or any participation therein;



and the result of any of the foregoing is to increase the cost to such Issuing Lender or Lender or
(as the case may be) any of its direct or indirect parents of agreeing to issue, issuing or
maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any
participation therein or to reduce any amount received or receivable by such Issuing Lender or
Lender (or its applicable lending or letter of credit office or (as the case may be) any of its
direct or indirect parents) with respect thereto; then, in any case, the Borrower shall promptly
pay to such Issuing Lender or Lender or (as the case may be) any of its direct or indirect parents,
upon receipt of the statement referred to in the next sentence, such additional amount or amounts
as may be necessary to compensate such Issuing Lender or Lender or (as the case may be) any of its
direct and indirect parents for any such increased cost or reduction in amounts received or
receivable hereunder. Such Issuing Lender or Lender or (as the case may be) any of its direct and
indirect parents shall deliver to the Borrower a written statement, setting forth in reasonable
detail the basis for calculating the additional amounts owed to such Issuing Lender or Lender or
(as the case may be) any of its direct and indirect parents under this subsection 3.6, which
statement shall be prima facie evidence of the matters set forth therein.


 


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Section 4. Conditions to Credit Extensions.



The obligations of Lenders and Issuing Lenders to make Credit Extensions hereunder are subject
to the satisfaction (or waiver) of the following conditions.



4.1 Conditions to the Occurrence of the Closing Date.



The conditions to the occurrence of the Closing Date are:



A. Loan Parties’ Documents. The Company shall have delivered to the Administrative
Agent the following, each, unless otherwise noted, dated the Closing Date and with respect to each
Loan Party:




(i) copies of the Organizational Documents of such Person, certified by the Secretary
of State or functional equivalent of its jurisdiction of organization if such certification
is generally available dated a recent date prior to the Closing Date and in each other case,
by such Person’s secretary or assistant secretary, including the Usufruct Agreements in
respect of each Loan Party organized under the laws of Macau SAR;




(ii) to the extent available, a good standing certificate from its jurisdiction of
organization and a certificate or other evidence of good standing as to payment of any
applicable franchise or similar taxes from the appropriate taxing authority of such
jurisdiction, or, in the case of each Macau corporation, certificates issued by each of the
Macau Companies Registry, the Courts of Macau SAR and the Tax Department of Macau SAR
(together with an English translation) confirming that such Person exists and that no
bankruptcy or other proceedings customarily covered by such certificates have been filed
against such Person and such Person is in good standing as to payment of any taxes levied by
the Tax Department of Macau SAR, each dated a recent date prior to the Closing Date;




(iii) resolutions of the Shareholders General Meeting and/or the Board of Directors
and/or Declarations from the Director(s), as applicable, of such Person approving and
authorizing the execution, delivery and performance of the Loan Documents being executed on
or prior to the Closing Date (including the granting of the liens on the Collateral) to
which it is a party, certified as of the Closing Date by the secretary or an assistant
secretary of such Person as being in full force and effect without modification or
amendment;




(iv) signature and incumbency certificates of the officers of such Person executing the
Loan Documents being executed on the Closing Date to which it is a party;




(v) no less than three days prior to the Closing Date (unless waived by the
Administrative Agent), a Borrowing Notice setting forth whether such Loans shall be Base
Rate Loans, Eurodollar Rate Loans or HIBOR Rate Loans (and, if applicable, the initial
Interest Period requested therefor);


 


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(vi) a true and correct copy of the Intercompany Contribution Agreement, together with
an original counterpart duly executed and delivered by an Authorized Officer of each Loan
Party party thereto;




(vii) a Closing Certificate executed on behalf of the Company certifying as to the
accuracy of the matters set forth therein; and




(viii) such other documents as Administrative Agent may reasonably request,



all of which shall be reasonably satisfactory to the Arrangers.



B. Notes. The Administrative Agent shall have received all Notes requested by Lenders
prior to the Closing Date executed by the Borrower.



C. No Material Adverse Change. Except as disclosed in writing to the Administrative
Agent prior to the date of this Agreement, since December 31, 2010, no event or change has occurred
that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.



D. Real Property; Mortgages. The Administrative Agent shall have received from the
Company:




(i) Land Concession Contracts. A true and correct copy of each Land Concession
Contract, which shall be certified by an Authorized Officer of the Company as being in full
force and effect and evidencing that the Company, the Cotai Subsidiary and VOL have been
granted exclusive leases over the land on which the Projects (other than the Cotai Strip
Infrastructure Project and the Casino Operation Projects on Site 7 and Site 8) are located
by Macau SAR for a term of 25 years.




(ii) Mortgage. A true and correct copy of the Mortgages covering the rights
resulting from the Sands Macao Land Concession Contract and the Venetian Macao Land
Concession Contract, excluding with respect to Site 3, and the Mortgage covering the VOL
Land Concession Contract, each including the ownership of all present and future
constructions built on the respective lands and features and accessions thereto, executed
and delivered by an Authorized Officer of the Company in favor of the Collateral Agent,
which shall have been notarized, recorded and stamped and shall become valid, first priority
Liens on such Properties once registered, free and clear of all liens, encumbrances and
exceptions to title whatsoever (other than Permitted Liens and Liens in favor of the
“Lenders” (as defined in each of the Existing Credit Agreement and the VOL Credit Agreement)
(the “Existing Lenders”), which will be released concurrently with the Closing Date).




(iii) Public Properties Register Bureau Certificate. Certificates issued by
the Macau Real Estate Registry (together with an English translation) showing that (i) the
Company holds an exclusive lease over the Sands Macao Site, (ii) the Cotai Subsidiary holds
an exclusive lease over Site 1 (other than the Venetian Macau Casino) and Site 2 and (iii)
VOL holds an exclusive lease over Site 5 & 6, in each case pursuant to the applicable Land
Concession Contract and confirming no Liens have been recorded with respect to such
Properties or such Land Concession Contracts (other than Permitted Liens and Liens in favor
of the Existing Lenders which will be released concurrently with the Closing Date).


 


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(iv) Land Security Assignments. A true and correct copy of (a) a Land Security
Assignment covering the Sands Macao Land Concession Contract, executed and delivered by an
Authorized Officer of the Company in favor of the Collateral Agent, which shall have been
notarized, stamped and in appropriate form for filing with the government of Macau SAR and
shall evidence a valid, first priority Lien on such Land Concession Contract, free and clear
of all liens, encumbrances and exceptions to title whatsoever (other than Permitted Liens
and Liens in favor of the Existing Lenders which will be released concurrently with the
Closing Date), (b) a Land Security Assignment covering the Venetian Macao Land Concession
Contract, executed and delivered by an Authorized Officer of the Cotai Subsidiary in favor
of the Collateral Agent, which shall have been notarized, stamped and in appropriate form
for filing with the government of Macau SAR and shall evidence a valid, first priority Lien
on such Land Concession Contract, free and clear of all liens, encumbrances and exceptions
to title whatsoever (other than Permitted Liens and Liens in favor of the Existing Lenders
which will be released concurrently with the Closing Date) and (c) a Land Security
Assignment covering the VOL Land Concession Contract, executed and delivered by an
Authorized Officer of VOL in favor of the Collateral Agent, which shall have been notarized,
stamped and in appropriate form for filing with the government of Macau SAR and shall
evidence a valid, first priority Lien on such Land Concession Contract, free and clear of
all liens, encumbrances and exceptions to title whatsoever (other than Permitted Liens and
Liens in favor of the Existing Lenders which will be released concurrently with the Closing
Date).




(v) Registration. Evidence that the Land Concession Contracts are registered
with the Macau Real Estate Registry and have been published in the Official Bulletin.



E. Guaranty. The Administrative Agent shall have received the Guaranty, duly executed
and delivered by an Authorized Officer of each Guarantor, which shall have been stamped and in
appropriate form for filing with the government of Macau SAR in accordance with the requirements of
the Gaming Concession Contract.



F. Security Agreement. The Collateral Agent shall have received, with counterparts
for each Lender, the Security Agreement, duly executed and delivered by an Authorized Officer of
each Loan Party, which shall have been stamped and in appropriate form for filing with the
government of Macau SAR in accordance with the requirements of the Gaming Concession Contract.



G. Exhibits and Schedules. Each “Exhibit” and “Schedule” to this Agreement shall have
been agreed between all of the Arrangers and the Borrower, as evidenced by an instrument executed
by the Administrative Agent and the Borrower and attaching the agreed form of each such Exhibit and
Schedule.




 


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H. Macau SAR Approval. The government of Macau SAR shall have approved the entry
by the Company into this Agreement or, if such approval has not been granted, the Arrangers and the
Borrower shall have reasonably agreed to any amendments necessary to receive such approval and,
after giving effect to any such amendments, this Agreement shall be in form and substance
reasonably satisfactory to the Arrangers and the Borrower.



I. Security Interests in Personal and Mixed Property. The Administrative Agent shall
have received evidence reasonably satisfactory to it and the Arrangers that the Borrower shall have
taken or caused to be taken all such actions, executed and delivered or caused to be executed and
delivered all such agreements, documents and instruments, and made or caused to be made all such
filings and recordings (other than the filing or recording of certain items described in clauses
(iv), (v) and (vi)(h) below) that may be necessary or, in the reasonable opinion of the
Administrative Agent, Collateral Agent or the Arrangers, desirable in order to create in favor of
the Collateral Agent, for the benefit of the Secured Parties, a valid and (upon such filing and
recording) perfected First Priority security interest in the Collateral relating to (i) the
Casinos, and (ii) such other Collateral in which a security interest may be granted or perfected on
the Closing Date. Such actions shall include the following:




(i) [Reserved];




(ii) Instruments. Delivery to the Collateral Agent of all promissory notes or
other instruments (duly endorsed, where appropriate, in a manner satisfactory to the
Administrative Agent and the Collateral Agent) evidencing any Collateral;




(iii) Collateral Account Agreements. Delivery to the Collateral Agent of (a)
an executed US Collateral Account Agreement, dated on or before the Closing Date, duly
executed and delivered by an Authorized Officer of each Loan Party, which shall be stamped
and in appropriate form for filing with the government of Macau SAR to the extent required
by the Gaming Concession Contract, (b) executed Macao Collateral Account Agreements, dated
on or before the Closing Date, duly executed and delivered by an Authorized Officer of each
Loan Party, which shall have been notarized, stamped and in appropriate form for filing with
the government of Macau SAR, and an executed Hong Kong Collateral Account Agreement, dated
on or before the Closing Date, duly executed and delivered by an Authorized Officer of each
Loan Party, which shall be stamped and in appropriate form for filing with the government of
Macau SAR to the extent required by the Gaming Concession Contract, in each case in full
force and effect granting the Collateral Agent a first priority security interest in the
accounts described thereunder and the amounts from time to time on deposit therein. All
actions necessary or desirable, including all filings, in the reasonable opinion of the
Administrative Agent to create and, to the extent relevant under the applicable law
governing each Collateral Account Agreement, perfect the security interests granted therein
as a valid security interest over the accounts described thereunder having the priority
contemplated therefor by this Agreement, and the Collateral Account Agreements shall have
been completed;


 


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(iv) Lien Searches and UCC Termination Statements. Delivery to the Collateral
Agent of (a) the results of a recent search, by a Person reasonably satisfactory to the
Collateral Agent and the Arrangers, of all effective UCC financing statements and
fixture filings and all judgment and tax lien filings which may have been made with
respect to any personal or mixed property of any Loan Party, together with copies of all
such filings disclosed by such search, (b) UCC termination statements duly executed by all
applicable Persons for filing in all applicable jurisdictions as may be necessary to
terminate any effective UCC financing statements or fixture filings disclosed in such search
(other than any such financing statements or fixture filings in respect of Liens permitted
to remain outstanding pursuant to the terms of this Agreement), and (c) the results of a
recent search, by a Person reasonably satisfactory to the Collateral Agent and the
Arrangers, of all Commercial and Moveable Property Registry filings which may have been made
with respect to any personal or mixed property of any Loan Party, together with copies of
all such filings disclosed by such search;




(v) UCC Financing Statements. Delivery to the Collateral Agent of UCC
financing statements and, where appropriate, fixture filings and Patent and Trademark Office
and/or Copyright Office filings (and equivalent filings with the intellectual property
offices or registries in Macau SAR or any other foreign jurisdiction), duly executed by each
applicable Loan Party with respect to all personal and mixed property Collateral of such
Loan Party, for filing in all jurisdictions as may be necessary or, in the reasonable
opinion of any Arranger, the Administrative Agent or the Collateral Agent, desirable to
perfect the security interests created in such Collateral pursuant to the Collateral
Documents, including those listed on Exhibit Q;




(vi) Foreign Security Agreements. Delivery to the Collateral Agent, with
copies for each Lender, (a) the Pledge Over Gaming Equipment and Utensils (which document
and the associated pledge list shall have been filed for registration with the Macau
Companies Registry), dated on or before the Closing Date, duly executed and delivered by an
Authorized Officer of the Company, (b) the Livranças and the Livranças Side Letter, each
dated on or before the Closing Date, duly executed and delivered by an Authorized Officer of
the Borrower and endorsed by an Authorized Officer of each Guarantor, (c) Powers of
Attorney, dated on or before the Closing Date, duly executed and delivered by an Authorized
Officer of each Loan Party, (d) an Assignment of Rights, dated as on or before the Closing
Date, duly executed and delivered by an Authorized Officer of each Loan Party, (e)
Assignments of Insurances, dated on or before the Closing Date, duly executed and delivered
by an Authorized Officer of each Loan Party, (f) to the extent applicable, Assignments of
Reinsurances, dated on or before the Closing Date, duly executed and delivered by an
authorized Officer of each insurer of the Loan Parties, (g) Pledges Over Intellectual
Property Rights, dated on or before the Closing Date, duly executed and delivered by an
Authorized Officer of each Loan Party organized under the laws of Macau SAR, and (h)
Floating Charges, dated on or before the Closing Date, duly executed and delivered by an
Authorized Officer of the Company, the Cotai Subsidiary and VOL and filed for registration
with the Macau Companies Registry with regard to each corporate enterprise of each Loan
Party; each of which items in clauses (a) through (h) shall have been notarized, stamped (to
the extent required) and in appropriate form for filing with the government of Macau SAR;


 


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(vii) Notices of Security. Delivery to the Collateral Agent of copies of
notices sent by “Certified Mail” to, and (in the case of clauses (a), (b), and (d), to the
extent obtainable after using commercially reasonable efforts) on or prior to the
Closing Date, acknowledgments of such notices executed by, (a) each insurer providing an
insurance policy assigned pursuant to an Assignment of Insurances, (b) to the extent
applicable, each reinsurer providing a reinsurance policy assigned pursuant to an Assignment
of Reinsurances, (c) each Financial Institution holding any account of a Loan Party in which
account an interest has been assigned pursuant to a Macao Collateral Account Agreement, and
(d) each Financial Institution holding any account of a Loan Party in which account an
interest has been assigned pursuant to a Hong Kong Collateral Account Agreement in the form
of Exhibit E-15-I;




(viii) Intellectual Property License Agreement. Delivery to the Collateral
Agent of the IP License, duly executed and delivered by an Authorized Officer of VOL, the
Cotai Subsidiary, the Company, and V-HK; and




(ix) Account Control Agreements. Delivery to the Collateral Agent of all
account control agreements, duly executed and delivered by an Authorized Officer of the
Borrower and the relevant Financial Institution, required pursuant to Section 5.14 of the
Security Agreement on the Closing Date.



J. Solvency Assurances. On the Closing Date, the Lenders shall have received a
Financial Condition Certificate from the Company dated the Closing Date, substantially in the form
of Exhibit C-3 hereto and with appropriate attachments and otherwise reasonably
satisfactory to the Arrangers and the Administrative Agent, demonstrating that, after giving effect
to the transactions contemplated by this Agreement including the borrowing of the full amount of
Commitments as and when contemplated hereunder, and the other Loan Documents, the Loan Parties
taken as a whole will be Solvent.



K. Opinions of Counsel. The Administrative Agent shall have received (i) originally
executed copies of one or more written opinions of Paul, Weiss, Rifkind, Wharton & Garrison LLP,
counsel for the Loan Parties, (ii) originally executed copies of one or more written opinions of Sá
Carneiro & Pinheiro Torres, Macau counsel for the Loan Parties, (iii) originally executed copies of
one or more written opinions of Allen & Overy, Hong Kong counsel for the Loan Parties, and (iv)
originally executed copies of one or more written opinions of Walkers, Cayman Islands counsel for
the Loan Parties, each in form and substance reasonably satisfactory to the Administrative Agent,
the Arrangers and their respective counsel, dated as of the Closing Date and setting forth
substantially the matters in the opinions designated in Exhibits H-1 through H-4
hereto, respectively, and as to such other matters as the Administrative Agent or any Arranger may
reasonably request (including, without limitation, an opinion satisfactory to the Administrative
Agent that the Gaming Concession Contract is an autonomous document and that any failure by Galaxy
to perform its obligations under its concession agreement with Macau SAR would not affect the
duties, rights, liabilities or obligations of the Company under the Gaming Concession Contract).
The Company hereby acknowledges and confirms that it has requested such counsel to deliver such
opinions to the Lenders.


 


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L. [Reserved].



M. Collateral Agency Agreement. The Collateral Agent shall have executed the
Collateral Agency Agreement on behalf of the Secured Parties and received executed counterparts of
the Collateral Agency Agreement from each other party thereto and a copy of such agreement which
shall have been stamped and notarized and in appropriate form for filing with the government of
Macau SAR.



N. [Reserved.]



O. Fees. The Borrower shall have paid to the Arrangers and the Administrative Agent,
for distribution (as appropriate) to the Lenders, the fees payable on the Closing Date referred to
in subsection 2.3 and all other costs, expenses and fees owing to any Arranger or any Agent.



P. Completion of Proceedings. All corporate and other proceedings taken or to be
taken in connection with the transactions contemplated hereby and all documents incidental thereto
not previously found reasonably acceptable by the Arrangers and the Administrative Agent, acting on
behalf of Lenders, and their respective counsel shall be reasonably satisfactory in form and
substance to the Arrangers and the Administrative Agent and such counsel, and the Administrative
Agent and its counsel shall have received all such counterpart originals or certified copies of
such documents as Administrative Agent may reasonably request.



Q. Service of Process. The Administrative Agent shall have received a letter from
Corporate Services Company or any other Person reasonably satisfactory to the Arrangers consenting
to its appointment by each Loan Party in each case in form and substance acceptable to the
Arrangers, as each such Person’s agent to receive service of process in New York, New York.



R. Litigation. Without prejudice to subsections 4.1AA and 5.21, there shall be no
actions, suits, proceedings, arbitrations, litigations or investigations (whether or not
purportedly on behalf of the Company or any of its Subsidiaries) at law or in equity, or before or
by any federal, state, municipal or other governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign (including any Environmental Claims) that are
pending or, to the knowledge of the Company, threatened against or affecting the Company or any of
its Subsidiaries or any property of the Company or any of its Subsidiaries that, in the reasonable
opinion of the Arrangers and the Administrative Agent, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect.



S. Real Estate Appraisal. The Administrative Agent shall have received a
FIRREA-compliant MAI Appraisal of all real property Collateral associated with each Project subject
to a mortgage and the Casinos prepared by HVS International.


 


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T. Consents. The Administrative Agent and the Arrangers shall have received (i) a
Contract Consent from each party to any Material Contract solely relating to the Casinos in effect
at the Closing Date, (ii) the Land Concessions Consent with respect to the Sands Macao Land
Concession Contract and the Venetian Macao Land Concession Contract, (iii) the Gaming Concession
Consent and (iv) a copy of the letter from Macau SAR to the Company dated as of
December 19, 2002 confirming the Company’s autonomous rights and obligations with respect to
the Gaming Concession Contract, each of which consents shall be in form and substance reasonably
satisfactory to the Administrative Agent and the Arrangers; provided that no Contract
Consent shall be required in respect of any hotel management agreement until the property subject
to such hotel management agreement has been opened to the general public; and provided
further, that no Contract Consent shall be required in respect of the Four Seasons Macao
Overall Project until 90 days after the Closing Date.



U. Environmental. The Administrative Agent shall have received copies of all material
environmental audits, investigations, analyses and reports of any kind or character, whether
prepared by personnel of the Company or any of its Subsidiaries or by independent consultants,
governmental authorities or any other Persons (including the Environmental Assessment), with
respect to significant environmental matters at any Property or with respect to any Environmental
Claims.



V. [Reserved].



W. Gaming Concession Contract. The Administrative Agent shall have received
certification by the Company as to the following matters:




(i) Capital Requirements. (A) The share capital of the Company is not less
than 200,000,000 Patacas, as contemplated by Article 15(1) of the Gaming Sub-Concession
Contract (or such other amount as may be required pursuant to Article 15(2)), (B) SCL has
signed and submitted (on behalf of itself and, if applicable, its Subsidiaries) to Macau SAR
the statement contemplated by Article 34(4) of the Gaming Sub-Concession Contract, and (C)
the Company has obtained Macau SAR’s approval for the loans and the security being provided
by the Loan Documents that is subject to regulatory approval and has provided (or will,
within two Business Days after the Closing Date, provide) copies of such documents to Macau
SAR pursuant to Articles 34(2) and (3) of the Gaming Sub-Concession Contract.




(ii) Document Submissions. (a) Copies of documents have been submitted to
Macau SAR as required under Article 21(1) of the Gaming Sub-Concession Contract; (b) Macau
SAR has approved the granting of the liens pursuant to the Loan Documents as contemplated by
Article 42(1) of the Gaming Sub-Concession Contract; and (c) approval by Macau SAR of the
Company’s delegation of management authority, including the appointment of the managing
director, the scope of power of the managing director and the term of authorization (and the
Arrangers and the Administrative Agent shall be reasonably satisfied with such delegation,
appointment, scope and term).




(iii) Required Approvals. (a) All general transitional provisions of the
Gaming Sub-Concession Contract have been satisfied, including the initial deposit of capital
and commencement of business of the Sands Macao casino facilities as required by Article 96
thereof, the designation and approval of the managing director of the Company as required by
Article 97 thereof, the execution of declarations by each shareholder, director and major
employee to cooperate with the Government of Macau SAR as required by Article 99 thereof,
the approval by the Government of Macau SAR of
the Organizational Documents of the Company as required by Article 101 thereof, the
existence of and approval by the Government of Macau SAR of applicable powers of attorney as
required by Article 102 thereof, notification of other shareholder gaming operations as
required by Article 103 thereof, notification of board composition as required by Article
104 thereof and notification of ownership structure as required by Article 105 thereof; (b)
the Organizational Documents of the Company have not been amended without approval of the
government of Macau SAR as required by Article 22 of the Gaming Sub-Concession Contract; and
(c) the government of Macau SAR has made no request that any industrial property rights or
intellectual property rights of the Company be assigned pursuant to Article 85 of the Gaming
Sub-Concession Contract.


 


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X. Performance Bonds and Guarantees. Delivery to the Administrative Agent of evidence
that all performance bonds, guarantees or similar items required by the Gaming Concession Contract
or any Land Concession Contract then in effect have been provided to Macau SAR, and the Arrangers
and the Administrative Agent shall be reasonably satisfied with such performance bonds, guarantees
or similar items, the terms and providers thereof and the status of the recourse to the Loan
Parties in respect thereof.



Y. Financial Statements. Delivery to the Administrative Agent of the following
financial statements and information: (i) the audited consolidated balance sheets of the Loan
Parties as at each of December 31, 2010, December 31, 2009, and December 31, 2008, and the related
consolidated statements of income, changes in equity and cash flows of the Loan Parties for the
Fiscal Year then ended, (ii) the unaudited consolidated information regarding assets and
liabilities of the Loan Parties as at June 30, 2011 and the related unaudited consolidated
information regarding income, changes in equity and cash flows of the Loan Parties for such
three-month period then ended, and (iii) the unaudited consolidated balance sheets and statements
of income for the Loan Parties for each monthly period after June 30, 2011 for which financial
statements are available.



Z. Insurance. The Company shall have insurance complying with the requirements of
Section 6.4B in place and in full force and effect, and the Administrative Agent and the Arrangers
shall have received (i) the Insurance Advisor’s Certificate substantially in the form of
Exhibit G, and (ii) certified copies of all policies evidencing such insurance (or a
binder, commitment or certificates signed by the insurer or a broker authorized to bind the insurer
along with a commitment to issue the policies within 45 days after the Closing Date) naming the
Collateral Agent on behalf of the Lenders as an additional insured or loss payee, as its interests
may appear, and otherwise in form and substance reasonably satisfactory to the Administrative Agent
and the Arrangers.



AA. Specified Proceedings. The Parent and the Parent’s Subsidiaries shall have taken
or be in the process of taking reasonable and prudent steps to review past compliance by the Parent
and the Parent’s subsidiaries with the Foreign Corrupt Practices Act and ensure future compliance
by the Parent and the Parent’s subsidiaries with the Foreign Corrupt Practices Act and any other
relevant Anti-Bribery and Conflict of Interest Laws, including the following with respect to the
Foreign Corrupt Practices Act: (i) the Audit Committee of the Parent shall have retained a
reputable, qualified, independent counsel to conduct this review; (ii) the Company shall


 


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 have retained reputable, qualified, independent counsel to conduct this review; (iii) as part of the review, counsel to the Parent and the Company are reviewing relevant documents in the
possession of the Parent and the Parent’s Subsidiaries (in their respective jurisdictions, which
include the United States, Hong Kong and Macau SAR); (iv) as further part of the review, such
counsel intend to conduct witness interviews of current or former relevant personnel of the Parent
and the Parent’s Subsidiaries (in their respective jurisdictions, which include the United States,
Hong Kong and Macau SAR); (v) as further part of the review, such counsel intend to cause to be
conducted a preliminary accounting review and analysis of relevant books and records of the Parent
and the Parent’s Subsidiaries (in their respective jurisdictions, which include the United States,
Hong Kong and Macau SAR); and (vi) outside counsel to the Parent, the Company and the Parent’s
Subsidiaries with expertise in anti-corruption compliance are advising the Parent, the Company and
the Parent’s Subsidiaries regarding anti-corruption matters, and (a) the Administrative Agent shall
have received a certificate from the Parent and the Company as to each of the matters described in
the foregoing clauses (i)-(vi); and (b) based on a reasonable assessment of the merits and the
allegations raised in the Specified Proceedings in light of such diligence, the representations and
warranties contained in subsection 5.21 are true and correct in all material respects as of the
Closing Date.



BB. KYC Requirements. The Administrative Agent and the Arrangers shall have received
all documentation and other information required by regulatory authorities under applicable “know
your customer” and anti-money laundering rules and regulations, including without limitation, the
Patriot Act.



CC. Shared Services Agreement. The Administrative Agent and the Arrangers shall have
received a true and correct copy of the Shared Services Agreement, duly executed and delivered by
an Authorized Officer of each of the Parent and SCL.



4.2 Additional Conditions to Loans on or after the Closing Date.



The obligations of Lenders to make Term Loans and Revolving Loans, and the obligation of the
Swing Line Lender to make Swing Line Loans, on or after the Closing Date on any Funding Date are
subject to the satisfaction (or waiver) of the following further conditions precedent:



A. Borrowing Request. Administrative Agent shall have received before that Funding
Date, in accordance with the provisions of subsection 2.1B, an originally executed Borrowing Notice
signed by the chief executive officer, the chief financial officer, Senior Vice President-Finance,
Vice President-Finance, or the treasurer of the Borrower or by any executive officer of the
Borrower designated by any of the above-described officers on behalf of the Borrower in a writing
delivered to the Administrative Agent.



B. Fees. Solely with respect to the initial Funding Date, the Borrower shall have
paid to the Arrangers and the Administrative Agent, for distribution (as appropriate) to the
Lenders, the fees payable on the initial Funding Date referred to in subsection 2.3 and all other
reasonable and documented costs, expenses and fees owing to any Arranger or any Agent.


 


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C. Refinancing. Solely with respect to the initial Funding Date, the Refinancing and
Investments described in clause (i) of the definition of “VOL Investment” shall have been
completed substantially simultaneously with the making of Loans on the initial Funding Date,
and any Liens granted pursuant to the Existing Credit Agreement or the VOL Credit Agreement shall
be substantially simultaneously released or terminated or otherwise provided for in a manner
reasonably satisfactory to the Administrative Agent.



D. Representations and Warranties; Other Conditions. As of such Funding Date:




(i) The representations and warranties contained herein and in the other Loan Documents
shall be true and correct in all material respects on and as of that Funding Date to the
same extent as though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case such representations
and warranties shall have been true and correct in all material respects on and as of such
earlier date; provided that, other than in the case of the Closing Date, prior to
the VOL Casino Hotel Resort Substantial Operations Date, any failure of any representation
or warranty to be true and correct in all material respects with respect to either VOL or
Site 5 & 6 shall not prevent the Borrower from making a borrowing on any Funding Date so
long as, to the extent required by subsection 8.4, the Borrower shall have prepaid the Loans
(or notified the Administrative Agent that it intends to prepay the Loans) in accordance
with subsection 2.4B(iii)(k) as if such loss triggered the mandatory prepayment required by
subsection 2.4B(iii)(k);




(ii) No event shall have occurred and be continuing or would result from the
consummation of the borrowing contemplated by such Borrowing Notice that would constitute an
Event of Default or a Potential Event of Default;




(iii) [Reserved];




(iv) No order, judgment or decree of any court, arbitrator or Governmental
Instrumentality shall purport to enjoin or restrain any Lender from making the Loans to be
made by it on that Funding Date; and




(v) The making of the Loans requested on such Funding Date shall not violate any law
applicable to the Loan Parties or Regulation T, Regulation U or Regulation X of the Board of
Governors of the Federal Reserve System.



E. Maximum Cash Amount. In the case of any Revolving Loans, after giving effect to
such Credit Extension, the aggregate Cash and Cash Equivalents of the Loan Parties (as certified by
the Loan Parties) will not exceed the sum of (x) $200,000,000 and (y) On-Site Cash;
provided that this subsection 4.2E shall not apply at any time when the Consolidated
Leverage Ratio of the Company is less than or equal to 3.0:1.0.


 


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4.3 Conditions to Letters of Credit.



The issuance of any Letter of Credit hereunder (whether or not the applicable Issuing Lender
is obligated to issue such Letter of Credit) on or after the Closing Date is subject to the
following conditions precedent:



A. Issuance Notice. On or before the date of issuance of such Letter of Credit, the
Administrative Agent shall have received, in accordance with the provisions of subsection 3.1B(i),
an originally executed Issuance Notice, in each case signed by the chief executive officer, the
chief financial officer, the Senior Vice President-Finance, the Vice President-Finance or the
treasurer of the Borrower or by any executive officer of the Borrower designated by any of the
above-described officers on behalf of the Borrower in a writing delivered to the Administrative
Agent, together with all other information specified in subsection 3.1B(i) and such other documents
or information as the applicable Issuing Lender may reasonably require in connection with the
issuance of such Letter of Credit.



B. Other Conditions Precedent. On the date of issuance of such Letter of Credit, all
conditions precedent described in subsection 4.2 shall be satisfied to the same extent as if the
issuance of such Letter of Credit were the making of a Loan.



C. Issuing Bank Policy. The issuance of such Letter of Credit shall not violate the
applicable Issuing Lender’s internal policies regarding the issuance of letters of credit
(including such Issuing Lender’s internal policies regarding issuing Letters of Credit used in
connection with financing costs and expenses relating to Casinos).



Section 5. Representations and Warranties.



In order to induce the Lenders and Issuing Lenders to enter into this Agreement and to make
Credit Extensions, each of the Company and the Borrower represent and warrant to each Lender that,
on the Closing Date and on each Funding Date, each of the following statements are true and
correct.



5.1 Organization, Powers, Qualification, Good Standing, Business and Subsidiaries.



A. Organization and Powers. Each of the Loan Parties is a corporation, limited
liability company or other entity duly organized, validly existing and in good standing (to the
extent such concept exists in the relevant jurisdiction) under the laws of its jurisdiction of
organization as specified in Schedule 5.1A annexed hereto. Each of the Loan Parties has
all requisite corporate, limited liability company or other entity power and authority to own and
operate its properties, to carry on its business as now conducted and as proposed to be conducted,
to enter into the Loan Documents and the other Operative Documents to which it is a party and to
carry out the transactions contemplated thereby.



B. Qualification and Good Standing. Each of the Loan Parties is qualified to do
business and in good standing in every jurisdiction (to the extent such concept exists in the
relevant jurisdiction) where its assets are located and wherever necessary to carry out its
business and operations, including registration of each Loan Party that is a Macau company with the
Macau Companies Registry, except in jurisdictions where the failure to be so qualified or in
good standing has not had and would not reasonably be expected to have a Material Adverse Effect.


 


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C. Ownership of the Company. The equity interests in the Company are duly authorized,
validly issued and (if applicable) fully paid and nonassessable and, as of the Closing Date, none
of such equity interests constitute Margin Stock. As of the Closing Date, Schedule 5.1C
correctly sets forth the ownership of the Company.



D. Subsidiaries. As of the Closing Date, all of the Subsidiaries of the Company are
identified in Schedule 5.1D annexed hereto. Schedule 5.1D may be supplemented from
time to time pursuant to the provisions of subsection 6.1(xvi). The equity interests of each of
the Subsidiaries of the Company identified in Schedule 5.1D annexed hereto (as so
supplemented) are duly authorized, validly issued and (if applicable), fully paid and nonassessable
and none of such equity interests constitutes Margin Stock. Each of the Restricted Subsidiaries of
the Company identified in Schedule 5.1D annexed hereto (as so supplemented) is a
corporation, limited liability company or other entity duly organized, validly existing and in good
standing (to the extent such concept exists in the relevant jurisdiction) under the laws of its
respective jurisdiction of organization set forth therein, has all requisite corporate, limited
liability company or other power and authority to own and operate its properties and to carry on
its business as now conducted and as proposed to be conducted, and is qualified to do business and
in good standing in every jurisdiction where its assets are located and wherever necessary to carry
out its business and operations, in each case except where failure to be so qualified or in good
standing or a lack of such corporate power and authority has not had and would not reasonably be
expected to have a Material Adverse Effect. Schedule 5.1D annexed hereto (as so
supplemented) correctly sets forth the ownership of the Company and each of its Subsidiaries as of
the date hereof.



E. Rights to Acquire Equity. As of the date hereof, there are no options, warrants,
convertible securities or other rights to acquire any equity interests in the Company or any other
Loan Party.



F. Conduct of Business. The Loan Parties are engaged only in the businesses permitted
to be engaged in pursuant to subsection 7.12.



5.2 Authorization of Borrowing, etc.



A. Authorization of Documents. The execution, delivery and performance of the Loan
Documents and the Material Contracts have been duly authorized by all necessary corporate or other
entity action on the part of each Loan Party that is a party thereto.



B. No Conflict. The execution, delivery and performance by the Loan Parties of the
Loan Documents and the Material Contracts to which they are parties and the consummation of the
transactions contemplated by the Loan Documents and the Material Contracts do not and will not (i)
violate any provision of (a) any Legal Requirement applicable to the Company or any of its
Subsidiaries, (b) the Organizational Documents of the Company or any of its Subsidiaries or (c) any
order, judgment or decree of any Governmental Instrumentality binding on the Company or any of its
Subsidiaries, (ii) conflict with, result in a breach of or constitute (with due notice


 


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 or lapse of time or both) a default under any Contractual Obligation of the Company or any of its Subsidiaries (including such obligations pursuant to the Gaming Concession Contract and each
Land Concession Contract), (iii) result in or require the creation or imposition of any Lien upon
any of the properties or assets of the Company or any of its Subsidiaries (other than any Liens
created under any of the Loan Documents in favor of the Collateral Agent on behalf of Lenders and
any Liens granted on the Land Concession Contract and the real property covered by such contract in
favor of the Concession Guarantor), or (iv) require any approval of any Person under any
Contractual Obligation of the Company or any of its Subsidiaries except for such approvals or
consents which will be obtained on or before the Closing Date, or are not yet required to be
obtained pursuant to such Contractual Obligation and which the Company has no reason to believe
cannot be obtained when required, and disclosed in writing to Lenders, and except in the cases of
clauses (i), (ii), (iii) and (iv) for such violations, conflicts, approvals and consents the
failure of which to obtain would not reasonably be expected to have a Material Adverse Effect.



C. Governmental Consents. Other than as set forth on Schedule 5.2, the
execution, delivery and performance by the Loan Parties of the Loan Documents to which they are
parties and the consummation of the transactions contemplated by the Loan Documents do not and will
not require any registration with, consent or approval of, or notice to, or other action to, with
or by, any federal, state or other governmental authority or regulatory body.



D. Binding Obligation. Each of the Loan Documents and the Material Contracts has been
duly executed and delivered by the Loan Parties that are parties thereto and is the legally valid
and binding obligation of the Loan Parties, enforceable against such Loan Party in accordance with
its respective terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable
principles relating to enforceability, whether brought in a proceeding in equity or at law.



5.3 Financial Condition and Financial Plan.



All financial statements delivered to the Lenders on the Closing Date pursuant to Section 4.1Y
(other than pro forma statements) were prepared in conformity with GAAP (except as described in
Section 1.2) and fairly present, in all material respects, the financial position (on a
consolidated basis) of the entities described in such financial statements as at the respective
dates thereof and the results of operations and cash flows (on a consolidated basis) of the
entities described therein for each of the periods then ended, subject, in the case of any such
unaudited financial statements, to changes resulting from audit and normal year-end adjustments.
As of the Closing Date, except for obligations under the Operative Documents, the Loan Parties do
not (and will not following the funding of the initial Loans) have any Contingent Obligation,
contingent liability or liability for taxes, long-term lease or forward or long-term commitment
that is not reflected in the foregoing financial statements or the notes thereto and which in any
such case is material in relation to the business, operations, properties, assets or financial
condition of the Loan Parties taken as a whole. Each Financial Plan provided to the Arrangers was
prepared by the Company on the basis of good faith estimates and assumptions believed by the
Company to be reasonable at the time made.



 


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5.4 No Material Adverse Change; No Default.



A. No Material Adverse Change. Except as disclosed in writing to the Administrative
Agent prior to the date of this Agreement, since December 31, 2010, no event or change has occurred
that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.



B. No Default. No default or event of default (x) by a Loan Party under any
Indebtedness of any Loan Party in an aggregate principal amount in excess of $100,000,000 (other
than the Obligations) or (y) by a Loan Party (other than, prior to the VOL Casino Hotel Resort
Substantial Operations Date, VOL) under any Material Contract (in the case of Material Contracts
and other than the Gaming Concession Contract and any Land Concession Contract only, except for
defaults and events of default which would not reasonably be expected to have a Material Adverse
Effect) has occurred and is continuing, or will be caused by the Borrowings to be made on the
Funding Date to which this representation refers.



C. Existing Defaults. No Potential Event of Default or Event of Default has occurred
and is continuing.



D. Other Breaches, Defaults, etc. No breach or default has occurred by the Macau SAR,
the Borrower, the Company or a Loan Party of any material obligation under the Gaming Concession
Contract or the Land Concession Contract. To the Company’s knowledge, no breach or default has
occurred by any party other than the Borrower, the Company, the Macau SAR or a Loan Party under any
Material Contract (other than the Gaming Concession Contract and the Land Concession Contract,
which are covered by the preceding sentence and not this sentence), in each case unless the same
could not reasonably be expected to have a Material Adverse Effect.



5.5 Title to Properties; Liens; Real Property.



A. Title to Properties; Liens. Except with respect to Site 7 and Site 8, the Company
and its Subsidiaries have (i) good marketable fee simple title to (in the case of fee interests in
real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or
personal property) and (iii) good title to (in the case of all other personal property), all of
their respective material properties and assets reflected in the financial statements referred to
in subsection 5.3 or in the most recent financial statements delivered pursuant to subsection 6.1,
in each case except for assets disposed of since the date of such financial statements in the
ordinary course of business or as otherwise permitted under subsection 7.7. Except as permitted by
this Agreement, all such properties and assets are held free and clear of Liens.


 


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B. Real Property. As of the Closing Date, Schedule 5.5 annexed hereto
contains a true, accurate and complete list of (i) each Property of the Company or any other Loan
Party and (ii) all material leases, subleases or assignments of leases (together with all
amendments, modifications, supplements, renewals or extensions of any thereof) affecting real
estate or real properties owned, leased, used or operated by the Company or any other Loan Party
(exclusive of any retail and restaurant leases) regardless of whether the Company or such Loan
Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under
such lease, sublease or assignment. As of the Closing Date, each agreement listed in clause (ii)
of the immediately preceding sentence is in full force and effect and the Company and the Borrower
do not have knowledge of any material default that has occurred and is continuing thereunder, and
each such agreement constitutes the legally valid and binding obligation of the applicable
Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforcement
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or
limiting creditors’ rights generally or by equitable principles except to the extent that the
failure of such agreement to be in full force and effect could not reasonably be expected to have a
Material Adverse Effect. Each Property, the material Easements thereto and the current use thereof
comply in all material respects with all applicable Legal Requirements and with all Insurance
Requirements. No taking or voluntary conveyance of all or part of any Property, or any interest
therein or right accruing thereto or use thereof, as the result of, or in settlement of, any
condemnation or other eminent domain proceeding by any Governmental Instrumentality affecting any
Project has been commenced or, to the Company’s or Borrower’s knowledge, is contemplated with
respect to all or any portion of any Property or Easement or for the relocation of roadways
providing access thereto except, in each case, as could not, individually or collectively,
reasonably be expected to have a Material Adverse Effect. Except as disclosed in writing by the
Company and the Borrower to the Administrative Agent from time to time, there are no current,
pending or, to the knowledge of the Company or the Borrower, proposed special or other assessments
for public improvements or otherwise affecting any Property or Easement, nor are there any
contemplated improvements thereto that may result in such special or other assessments, in any case
that could reasonably be expected to result in a Material Adverse Effect. As of the Closing Date,
there are no outstanding options to purchase or rights of first refusal or restrictions on
transferability affecting any material portion of the Property or the material Easements (other
than those set forth in the Four Seasons Macao Operation, Maintenance and Management Agreement, the
St. Regis Hotel Management Agreement and the Sheraton Hotel Management Agreement or any replacement
thereof, or any relevant Land Concession Contract or arising by mandatory operation of law).
Except as could not, individually or collectively, reasonably be expected to have a Material
Adverse Effect, no building or structure relating to or comprising a portion of any Project or any
appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates
any restrictive covenant or encroaches on any easement or on any property owned by others.



5.6 Litigation; Adverse Facts.



Without prejudice to subsection 5.21, except as set forth on Schedule 5.6, as of the
Closing Date there are no actions, suits, proceedings, arbitrations or governmental investigations
(whether or not purportedly on behalf of the Company or any of its Subsidiaries) at law or in
equity, or before or by any federal, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign (including any Environmental Claims)
that are pending or, to the knowledge of the Company, threatened against or affecting the Company
or any of its Subsidiaries or any property of the Company or any of its Subsidiaries (it being
understood that as of the Closing Date, no such actions, suits or proceedings set forth on Schedule
5.6, individually or in the aggregate, could reasonably be expected to result in a Material Adverse
Effect). Without prejudice to subsection 5.21, there are no actions, suits, proceedings,
arbitrations or governmental investigations (whether or not purportedly on behalf of the Company or
any of its Subsidiaries) at law or in equity, or before or by any federal, state, municipal or
other governmental department, commission, board, bureau, agency or instrumentality, domestic or
foreign (including any Environmental Claims) that are pending or, to the knowledge of the Company,
threatened against or affecting the Company or
any of its Subsidiaries or any property of the Company or any of its Subsidiaries that,
individually or in the aggregate, could reasonably be expected to result in a Material Adverse
Effect. Neither the Company nor any of its Subsidiaries (i) is in violation of any applicable laws
(including Environmental Laws) that, individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Effect, or (ii) is subject to or in default with respect to any
final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal,
state, municipal or other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect.


 


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5.7 Payment of Taxes.



Except to the extent permitted by subsection 6.3 or as set forth on Schedule 5.7, all
Tax returns and reports of the Company or any other Loan Party required to be filed by such Person
have been timely filed, all taxes shown on such Tax returns to be due and payable and all material
assessments, fees and other governmental charges upon the Company or any other Loan Party and upon
their respective properties, assets, income, businesses and franchises which are due and payable
have been paid when due and payable. The Company and the Borrower know of no material Tax
assessment against the Company or any other Loan Party except for those for which reserves or other
appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made
or provided therefor.



5.8 Performance of Agreements; Materially Adverse Agreements; Material Contracts.



A. None of the Company or any other Loan Party is in default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual
Obligations, no condition exists that, with the giving of notice or the lapse of time or both,
would constitute such a default, except where the consequences of such default or defaults, if any,
would not reasonably be expected to have a Material Adverse Effect.



B. Schedule 5.8 contains a true, correct and complete list of all the Material
Contracts in effect on the Closing Date. As of the Closing Date, except as set forth on
Schedule 5.8, all such Material Contracts are, to the knowledge of the Borrower and the
Company, in full force and effect and no material defaults currently exist thereunder.



5.9 Governmental Regulation.



None of the Company or any other Loan Party is subject to regulation under the Public Utility
Holding Company Act of 2005, the Federal Power Act, or registration under the Investment Company
Act of 1940 or under any other U.S. federal or state, or Macau SAR statute or regulation which may
limit its ability to incur Indebtedness other than as is addressed by the Gaming Concession
Contract, the Land Concession Contracts and Macau Gaming Law, or which may otherwise render all or
any portion of the Obligations unenforceable. Incurrence of the Obligations under the Loan
Documents complies with all applicable provisions of Gaming Concession Contract and the Land
Concession Contracts. To the extent applicable, each Loan Party is in compliance, in all material
respects, with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets
control regulations of the United States Treasury
Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or
executive order relating thereto, and (ii) Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the “Patriot Act”). No part of the proceeds of the Loans will be
used, directly or indirectly, by any Loan Party for any payments to any governmental official or
employee, political party, official of a political party, candidate for political office, or anyone
else acting in an official capacity, in order to obtain, retain or direct business or obtain any
improper advantage, in violation of the Foreign Corrupt Practices Act.


 


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5.10 Securities Activities.



A. Neither the Company nor any of its Subsidiaries is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of purchasing or carrying
any Margin Stock.



B. Following the application of the proceeds of each Credit Extension, not more than 25% of
the value of the assets (either of the Borrower only or of the Company and its Subsidiaries on a
consolidated basis) subject to the provisions of subsection 7.2 or 7.7 or subject to any
restriction contained in any agreement or instrument, between any Loan Party and any Lender or any
Affiliate of any Lender, relating to Indebtedness and within the scope of subsection 8.2, will be
Margin Stock.



5.11 Employee Benefit Plans.



A. Except as could not reasonably be expected to cause a Material Adverse Effect, the Company,
each of its Subsidiaries and each of their respective ERISA Affiliates are in material compliance
with all applicable provisions and requirements of ERISA and the regulations thereunder with
respect to each Employee Benefit Plan, and have performed all their obligations under each Employee
Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the
Code is so qualified.



B. No ERISA Event has occurred or is reasonably expected to occur which has resulted or would
be reasonably likely to result in a liability in the aggregate amount of $50,000,000 or more.



C. Except to the extent required under Section 4980B of the Code or as set forth on
Schedule 5.11, no Employee Benefit Plan provides health or welfare benefits (through the
purchase of insurance or otherwise) for any retired or former employee of the Company, any of its
Subsidiaries or any of their respective ERISA Affiliates that could reasonably be expected to
result in liability to the foregoing entities in excess of $50,000,000 in the aggregate.



D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit
liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all
Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which
assets exceed benefit liabilities), does not exceed $50,000,000.


 


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E. As of the most recent valuation date for each Multiemployer Plan for which the actuarial
report is available, the potential liability of the Company, its Subsidiaries and their
respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the
meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete
withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e)
of ERISA, does not exceed $50,000,000.



5.12 No Fees or Commissions.



No broker’s or finder’s fee or commission will be payable with respect to this Agreement or
any of the transactions contemplated hereby (other than fees payable to Agents and Lenders under
subsection 2.3), and each of the Company and the Borrower hereby indemnifies Lenders against, and
agrees that it will hold Lenders harmless from, any claim, demand or liability for any such
broker’s or finder’s fees alleged to have been incurred in connection herewith or therewith and any
expenses (including reasonable fees, expenses and disbursements of counsel) arising in connection
with any such claim, demand or liability. Except as set forth on Schedule 5.12, no Loan
Party has entered into any agreement or arrangement to pay any portion of its revenues from any
Project or from any Casino to any other Person, and to the Company’s and the Borrower’s knowledge
no other Person has entered into any such agreement or arrangement on its behalf.



5.13 Environmental Protection.



Except as set forth in Schedule 5.13 annexed hereto or as could not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect:




(i) neither the Company nor any of its Subsidiaries nor any of their respective
Properties or operations relating to any Project are subject to any outstanding written
order, consent decree or settlement agreement with any Person relating to (a) any
Environmental Law, (b) any Environmental Claim, or (c) any Hazardous Environmental Activity;




(ii) there are, and to the Borrower’s and the Company’s knowledge, have been, no
conditions, occurrences, or Hazardous Environmental Activities on any of the Properties
which could reasonably be expected to form the basis of an Environmental Claim against the
Company or any of its Subsidiaries;




(iii) neither the Company nor any of its Subsidiaries nor, to the Borrower’s knowledge,
any predecessor of the Borrower or any of its Subsidiaries has filed any notice under any
Environmental Law indicating past or present treatment of Hazardous Materials at any
Property, and none of the Company’s or any of its Subsidiaries’ operations involves the
generation, transportation, treatment, storage or disposal of Hazardous Materials (or wastes
derived therefrom) in a manner which would result in liability to the Company or any of its
Subsidiaries;




(iv) the Projects are (other than the Cotai Strip Infrastructure Project and Other
Resort Projects) in compliance in all material respects with Environmental Laws, including
without limitation the Environmental Mitigation Plan;


 


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(v) to the Borrower’s and the Company’s knowledge, all factual information provided by
the Company and its Subsidiaries to ERM in connection with the Environmental Assessment are
true and correct in all material respects; and




(vi) compliance with all current or reasonably foreseeable future requirements pursuant
to or under Environmental Laws is not reasonably likely, individually or in the aggregate,
to have a Material Adverse Effect.



Notwithstanding anything in this subsection 5.13 to the contrary, no event or condition has
occurred or is occurring with respect to the Company or any of its Subsidiaries relating to any
Environmental Law, any Release of Hazardous Materials, or any Hazardous Environmental Activity,
including any matter disclosed on Schedule 5.13, which individually or in the aggregate has
had or could reasonably be expected to have a Material Adverse Effect.



5.14 Employee Matters; Acts of God.



Except as disclosed in writing by the Company and the Borrower to the Administrative Agent
from time to time, neither the business nor the Properties of the Company or its Subsidiaries, is
affected by any fire, explosion, accident, drought, storm, hail, earthquake, embargo, act of God or
of the public enemy, or other casualty or other event of force majeure, that could reasonably be
expected to have a Material Adverse Effect. Except as disclosed in writing by the Company and the
Borrower to the Administrative Agent from time to time, there are no strikes, lockouts, stoppages,
slowdowns or other labor disputes against the Company or its Subsidiaries pending or, to the
knowledge of the Company, threatened that (individually or in the aggregate) could reasonably be
expected to have a Material Adverse Effect. Hours worked by and payment made to employees of the
Company and its Subsidiaries have not been in violation of any applicable Legal Requirement, except
for violations that would not reasonably be expected to have a Material Adverse Effect, and all
payments due from the Company and its Subsidiaries on account of employee health and welfare
insurance that (individually or in the aggregate) could reasonably be expected to have a Material
Adverse Effect if not paid have been paid or accrued as a liability on the books of the Company.



5.15 Solvency.



The Loan Parties, taken as a whole, are and, upon the incurrence of any Obligations by such
Loan Party on any date on which this representation is made, will be, Solvent.



5.16 Matters Relating to Collateral.



A. Creation, Perfection and Priority of Liens. The execution and delivery of the
Collateral Documents by the Loan Parties, together with the actions taken on or prior to the
Closing Date pursuant to subsection 4.1 are effective to create in favor of the Collateral Agent
for the benefit of the Secured Parties, as security for the Obligations, subject to exceptions
contained herein, in the Security Agreement and the other Collateral Documents, a valid and
perfected First Priority Lien on all of the Collateral, and all filings and other actions necessary
to perfect and maintain the perfection and priority status of such Liens have been duly made or
taken and remain in full force and effect, other than the filing of any UCC financing statements
delivered to the Collateral Agent for filing (but not yet filed), the recording of each Mortgage
with the Macau Real Estate Registry, the registration of each Floating Charge with the Macau
Companies Registry in respect of each business ‘establishment’ maintained by any Loan Party from
time to time, the filing of the Pledge Over Intellectual Property and the Pledge over Gaming
Equipment and Utensils with the Macau Companies Registry, the delivery of certain notices, receipt
of certain acknowledgements and receipt of certain Contract Consents as contemplated by the
Assignment of Rights and as permitted hereunder not to be obtained, and the periodic filing of UCC
continuation statements in respect of UCC financing statements filed by or on behalf of the
Collateral Agent. As of the Closing Date, no filing, recordation, re-filing or re-recording other
than those listed on Exhibit Q is necessary to perfect and maintain the perfection of the
interest, title or Liens of the Collateral Documents or the Assignment of Reinsurances.


 


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B. Filings and Recordations. No authorization, approval or other action by, and no
notice to or filing with, any Governmental Instrumentality is required for either (i) the pledge or
grant by the Loan Parties of the Liens purported to be created in favor of the Collateral Agent
pursuant to any of the Collateral Documents or (ii) the exercise by the Collateral Agent of any
rights or remedies in respect of any Collateral (whether specifically granted or created pursuant
to any of the Collateral Documents or the Assignment of Reinsurances or created or provided for by
applicable law), except for filings or recordings contemplated by subsection 5.16A or as set forth
in Schedule 5.16B.



C. Absence of Third-Party Filings. Except such as may have been filed in favor of the
Administrative Agent or the Collateral Agent as contemplated by subsection 5.16A or filed to
perfect a Permitted Lien, no effective UCC financing statement, fixture filing or other instrument
similar in effect covering all or any part of the Collateral is on file in any filing or recording
office.



D. Information Regarding Collateral. All information supplied to the Administrative
Agent or the Collateral Agent by or on behalf of any Loan Party with respect to any of the
Collateral (in each case taken as a whole with respect to any particular Collateral) is accurate
and complete in all material respects.



5.17 Sufficiency of Interests, Project Documents and Permits.



A. Sufficiency. Other than those services to be performed and materials to be
supplied that can be reasonably expected to be commercially available when and as required, the
Company owns (or holds under lease) all of the materials, has obtained or contracted to obtain all
services and has entered into all documents and agreements necessary as of the date this
representation is made or deemed made to develop, construct, complete, own and operate the Projects
(other than the Cotai Strip Infrastructure Project and Other Resort Projects), each in accordance
with all Legal Requirements. All conditions precedent to the obligations of the respective parties
(other than any Loan Party) under the Material Contracts have been satisfied, except for such
conditions precedent the failure of which to be satisfied as of the date this representation is
made or deemed made could not reasonably be expected to have a Material Adverse Effect.


 


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B. Permits. Except as to VOL and the VOL Land Concession Contract prior to the VOL
Hotel Casino Resort Substantial Operations Date, all material Permits in connection with the
transactions contemplated hereby and the initial Credit Extensions hereunder and in respect of the
ownership, operation and maintenance of the Casinos and the approvals and consents required under
the Gaming Concession Contract and the Land Concession Contracts required to have been obtained by
the Closing Date are listed on Schedule 4.1V(viii).



5.18 Excluded Subsidiaries.



Other than as set forth on Schedule 5.18, as of the date hereof, none of the Excluded
Subsidiaries owns or leases any assets (real or personal, tangible or intangible (including
intellectual property rights)) that are material to the business and operation of the Company.



5.19 Accuracy of Information.



None of the factual information (other than appraisals, projections and pro forma financial
information as to which no representation is made under this subsection), taken as a whole,
furnished by or on behalf of any Loan Party in writing to any Arranger, the Administrative Agent,
the Issuing Lender or any Lender for inclusion in the Confidential Information Memorandum delivered
to the Lenders contains any untrue statement of a material fact or omitted to state any material
fact necessary to make such information, taken as a whole, not misleading.



5.20 Leasehold Title to the Sites.



A. (i) The Company has good leasehold title to the Sands Macao Site and the Venetian Macao
Casino, subject to the terms of the applicable land concessions, (ii) the Cotai Subsidiary has good
leasehold title to Site 1 and Site 2 (excluding the Venetian Macao Casino), subject to the terms of
the applicable land concession and (iii) VOL has good leasehold title to Site 5 & 6, subject to the
terms of the applicable land concession. The Loan Parties own all of the material property
interests and have entered into all documents and agreements necessary to develop, construct,
complete, own and operate the Projects (other than the Cotai Strip Infrastructure Project and Other
Resort Projects) in accordance with all Legal Requirements and as contemplated in the Loan
Documents, other than those services to be performed and materials and equipment to be supplied
and/or constructed that can be reasonably expected to be commercially available when and as
required. For the avoidance of doubt, this Section is not intended to address Permits, as the
representations regarding Permits are addressed under subsection 5.17.



B. As of the Closing Date and as of each Funding Date thereafter, the Land Concession
Contracts create a valid and subsisting provisional or definitive, as the case may be, leasehold
interest in the Property leased under such contracts by the Company, the Cotai Subsidiary and VOL,
as applicable, subject only to Permitted Liens.



5.21 Specified Proceedings.



A. Neither the Parent nor any of its Affiliates is aware of, or has disclosed to any
Governmental Instrumentality, the substance of any findings or preliminary views from the
reviews by the Parent, the Company, the Parent’s Subsidiaries, the Audit Committee or any
regulatory or enforcement authority worldwide with respect to the Foreign Corrupt Practices Act or
any other Anti-Bribery and Conflict of Interest Laws that, if true, could reasonably be expected to
result in a Material Adverse Effect.


 


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B. The Company, the Parent, SCL and their respective Affiliates have implemented and will
maintain an anti-corruption compliance program and system of internal controls reasonably designed
to detect and deter corrupt conduct by or on behalf of the Borrower, the Company, the Parent, SCL
and their respective Affiliates and that, in all material respects, follows and is substantially
consistent with international standards reflected in the Organization for Economic Co-operation and
Development Good Practice Guidance on Internal Controls, Ethics, and Compliance. Such program
includes and will continue to include, among other elements, comprehensive and periodic training of
all personnel responsible for interacting with Government Officials or for engaging third party
consultants, vendors, and joint venture and other business partners; due diligence on such third
party consultants, vendors, and partners; and clear and auditable procedures relating to political
and charitable contributions and the provision of gifts, entertainment, travel, hospitality, or
other benefits to Government Officials.



5.22 Gaming Uses.



The Borrower hereby represents and warrants that (i) no portion of the proceeds shall be used
in the Refinancing to discharge any portion of the current Indebtedness that was used for the
purpose of equipping or fitting out the Casinos or any other casino in the Projects, including,
without limitation, the purchase of any gaming equipment and utensils; and (ii) no proceeds of (x)
the Initial Term Loans remaining after consummation of the Refinancing and Investments described in
clause (i) of the definition of “VOL Investment” and (y) the Revolving Loans will be used for the
purpose of equipping or fitting out the Casinos or any other casino in the Projects, including,
without limitation, the purchase of any gaming equipment and utensils.



Section 6. Affirmative Covenants.



The Company and the Borrower covenant and agree with each Lender and each Agent that, until
the Termination Date, the Company and the Borrower shall (and shall cause each Loan Party to)
perform all covenants set forth in this Section 6.



6.1 Financial Statements and Other Reports.



The Company will maintain a system of accounting established and administered in accordance
with sound business practices to permit preparation of financial statements in conformity with
GAAP. The Company will deliver to the Administrative Agent (which will promptly deliver to the
Lenders):




(i) [Reserved].;


 


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(ii) Quarterly Financials: as soon as available and in any event within 50
days after the end of each Fiscal Quarter (other than the fourth Fiscal Quarter):




(a) the consolidated balance sheets of the Loan Parties as at the end of such Fiscal
Quarter and the related consolidated statements of income, changes in equity and cash flows
of the Loan Parties for such Fiscal Quarter and for the period from the beginning of the
then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in
comparative form the corresponding figures for the corresponding periods of the previous
Fiscal Year, all in reasonable detail and certified by the Chief Financial Officer or Senior
Vice President-Finance of the Company, on behalf of the Company, that they fairly present,
in all material respects, the financial condition of the Loan Parties as at the dates
indicated and the results of their operations and their cash flows for the periods
indicated, subject to changes resulting from audit and normal year-end adjustments; and




(b) a narrative report describing the operations of the Loan Parties for such Fiscal
Quarter, for the period from the beginning of the then current Fiscal Year to the end of
such Fiscal Quarter in the form prepared for presentation to senior management;




(iii) Year-End Financials: as soon as available and in any event within 90
days after the end of each Fiscal Year,




(a) the consolidated balance sheets of the Company and its Subsidiaries as at the end
of such Fiscal Year and the related consolidated statements of income, changes in equity and
cash flows of the Company and its Subsidiaries for such Fiscal Year, setting forth in each
case in comparative form the corresponding figures for the previous Fiscal Year, all in
reasonable detail and certified by the Chief Financial Officer or Senior Vice
President-Finance of the Company, on behalf of the Company, that they fairly present, in all
material respects, the financial condition of the Company and its Subsidiaries as at the
dates indicated and the results of their operations and their cash flows for the periods
indicated and which include supplemental consolidating information relating to the Company,
its Restricted Subsidiaries and its Excluded Subsidiaries on which the Company’s independent
certified public accountants will make the report described in clause (iii)(d) below;




(b) if different than the financial statements referred to in clause (a) above, the
consolidated balance sheets of the Loan Parties as at the end of such Fiscal Year and the
related consolidated statements of income, changes in equity and cash flows of the Loan
Parties for such Fiscal Year, setting forth in each case in comparative form the
corresponding figures for the previous Fiscal Year covered by such financial statements, all
in reasonable detail and certified by the Chief Financial Officer or Senior Vice
President-Finance of the Company, on behalf of the Company, that they fairly present, in all
material respects, the financial condition of the Loan Parties as at the dates indicated and
the results of their operations and their cash flows for the periods indicated;




(c) a narrative report describing the operations of the Company and its Subsidiaries,
for such Fiscal Year in the form prepared for presentation to senior management; and


 


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(d) in the case of such consolidated financial statements specified in clause (a)
above, a report thereon of PriceWaterhouseCoopers or other independent certified public
accountants of recognized international standing selected by the Borrower and reasonably
satisfactory to the Administrative Agent, which report shall be unqualified as to scope of
audit, shall express no doubts about the ability of the Persons covered thereby to continue
as a going concern, and shall state that such consolidated financial statements fairly
present, in all material respects, the consolidated financial position of the Company and
its Subsidiaries, as at the dates indicated and the results of their operations and their
cash flows for the periods indicated in conformity with GAAP (except as otherwise disclosed
in such financial statements) and that the examination by such accountants in connection
with such consolidated financial statements has been made in accordance with generally
accepted auditing standards in the United States of America. In addition, with regard to
the supplemental consolidating information, such report will state that such information has
been subjected to the auditing procedures applied in the audit of the consolidated financial
statements and is fairly stated in all material respects in relation to the consolidated
financial statements taken as a whole;




(iv) Officers’ and Compliance Certificates: together with each delivery of
financial statements of the Company and its Subsidiaries (or Restricted Subsidiaries, as the
case may be) pursuant to clauses (ii) and (iii) above, (a) an Officers’ Certificate of the
Company stating that the signers, on behalf of the Company, have reviewed the terms of this
Agreement and have made, or caused to be made under their supervision, a review in
reasonable detail of the transactions and condition of the Company and its Subsidiaries
during the accounting period covered by such financial statements and that such review has
not disclosed the existence during or at the end of such accounting period, and that the
signers do not have knowledge of the existence as at the date of such Officers’ Certificate,
of any condition or event that constitutes an Event of Default or Potential Event of
Default, or, if any such condition or event existed or exists, specifying the nature and
period of existence thereof and what action the Borrower or any other Loan Party has taken,
are taking and propose to take with respect thereto; and (b) a Compliance Certificate
demonstrating in reasonable detail compliance during and at the end of the applicable
accounting periods with the restrictions contained in Section 7;




(v) Reconciliation Statements: if, as a result of any change in accounting
principles and policies from those used in the preparation of the audited financial
statements referred to in subsection 5.3, the consolidated financial statements delivered
pursuant to clauses (ii), (iii) or (xiii) of this subsection 6.1 will differ in any material
respect from the consolidated financial statements that would have been delivered pursuant
to such clauses had no such change in accounting principles and policies been made, then (a)
together with the first delivery of financial statements pursuant to clauses (ii), (iii) or
(xiii) of this subsection 6.1 following such change, consolidated financial statements of
the Company and its Subsidiaries (or Restricted Subsidiaries, as the case may be) for (y)
the current Fiscal Year to the effective date of such change and (z) the two full Fiscal
Years immediately preceding the Fiscal Year in which such change is made, in each case
prepared on a pro forma basis as if such change had been in effect during such periods, and
(b) together with each delivery of financial statements for the Company and its Subsidiaries
(or Restricted Subsidiaries, as the case may be) pursuant to
clauses (ii), (iii) or (xiii) of this subsection 6.1 following such change, a written
statement of the chief accounting officer or chief financial officer of the Company setting
forth the differences (including any differences that would affect any calculations relating
to the financial covenants set forth in subsection 7.6) which would have resulted if such
financial statements had been prepared without giving effect to such change;


 


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(vi) Accountants’ Certification: together with each delivery of consolidated
financial statements pursuant to clause (iii) (a) above, a written statement by the
independent certified public accountants giving the report thereon (a) stating, in
connection with their audit examination, nothing has come to their attention that would lead
them to believe that any condition or event that constitutes an Event of Default or
Potential Event of Default in-so-far as they are related to accounting matters exists, if
such a condition or event has come to their attention, specifying the nature and period of
existence thereof; provided that such accountants shall not be liable directly or
indirectly by reason of any failure to obtain knowledge of any such Event of Default or
Potential Event of Default that would not be disclosed in the course of their audit
examination, and (b) stating that based on their audit examination nothing has come to their
attention that causes them to believe either or both that the information contained in the
certificates delivered therewith pursuant to clause (iv) above is not correct or that the
matters set forth in the Compliance Certificates delivered therewith pursuant to clause
(iv)(b) above for the applicable Fiscal Year are not stated in accordance with the terms of
this Agreement insofar as they relate to accounting matters, provided that such
accountants shall not be liable directly or indirectly by reason of any failure to obtain
knowledge of any such Event of Default or Potential Event of Default that would not be
disclosed in the course of their audit examination;




(vii) Accountants’ Reports: promptly upon receipt thereof (unless restricted
by applicable professional standards), copies of all final reports submitted to the Company
by independent certified public accountants in connection with each annual, interim or
special audit of the consolidated financial statements of the Company and its Subsidiaries
made by such accountants, including any comment letter submitted by such accountants to
management in connection with their annual audit;




(viii) Filings, Press Releases and Other Financial Reports: promptly upon
their becoming available (unless otherwise publicly available on SCL’s, Hong Kong Stock
Exchange’s or SEC’s website), copies of (a) all financial statements, reports, notices and
proxy statements sent or made available generally by the Company or any of its Subsidiaries
to their respective security holders, (b) all regular and periodic reports and all
registration statements (other than on Form S-8 or a similar form in Hong Kong) and
prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities
exchange or with the United States Securities and Exchange Commission, or any similar
Governmental Instrumentality, (c) all press releases and other statements made available
generally by the Loan Parties to the public concerning material developments in the business
of the Company and its Subsidiaries and (d) to the extent prepared, any financial statements
and reports concerning any Subsidiaries of the Company not delivered pursuant to clauses
(ii) or (iii) above that are generally made available to the public;


 


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(ix) Events of Default, etc.: promptly upon any officer of any Loan Party
obtaining knowledge (a) of any condition or event that constitutes an Event of Default or
Potential Event of Default, or becoming aware that any Lender has given any notice (other
than to the Administrative Agent) or taken any other action with respect to a claimed Event
of Default or Potential Event of Default, (b) that any Person has given any notice to any
Loan Party or taken any other action with respect to a claimed default or event or condition
of the type referred to in subsection 8.2, (c) of any condition or event that would be
required to be disclosed by the Company with the Hong Kong Stock Exchange if the Company
were required to make such disclosures in a current report under applicable Hong Kong
securities laws, or (d) of the occurrence of any event or change that has caused or
evidences, either in any case or in the aggregate, a Material Adverse Effect, an Officers’
Certificate specifying the nature and period of existence of such condition, event or
change, or specifying the notice given or action taken by any such Person and the nature of
such claimed Event of Default, Potential Event of Default, default, event or condition, and
what action the Company or any other Loan Party has taken, is taking and proposes to take
with respect thereto;




(x) Litigation or Other Proceedings: (a) subject to confidentiality
requirements that apply as a matter of law or regulation, promptly upon any officer of any
Loan Party obtaining knowledge of (X) the non-frivolous institution of, or threat of, any
action, suit, proceeding (whether administrative, judicial or otherwise), governmental
investigation or arbitration against or affecting the Company or any other Loan Party, or
any property of the Company or any other Loan Party (collectively, “Proceedings”) not
previously disclosed in writing by the Borrower to Lenders or (Y) any material development
in any Proceeding that, in any case:




(1) has a reasonable likelihood of giving rise to a Material Adverse Effect; or




(2) seeks to enjoin or otherwise prevent the consummation of, or to recover any
damages or obtain relief as a result of, the transactions contemplated hereby;




written notice thereof together with such other information as may be reasonably available
to the Company and the other Loan Parties to enable the Lenders and their counsel to
evaluate such matters; (b) within twenty days after the end of each Fiscal Quarter, a
schedule of all Proceedings involving an alleged liability of, or claims against or
affecting, the Company or any of its Subsidiaries equal to or greater than $35,000,000, and
promptly after request by the Administrative Agent such other information as may be
reasonably requested by the Administrative Agent to enable the Administrative Agent and its
counsel to evaluate any of such Proceedings; and (c) solely with respect to the Specified
Proceedings, the Company shall, subject to confidentiality requirements that apply as a
matter of law or regulation, provide notice to the Administrative Agent within three (3)
Business Days of the occurrence or receipt, as applicable, of the following:




(1) the filing of any new civil lawsuit or other litigation related to any of
the subject matter of the Specified Proceedings;




(2) the receipt by the Parent or any of its Subsidiaries of any subpoena or
other service of process from any regulatory or enforcement authority conducting an
investigation constituting a Specified Proceeding;


 


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(3) any resolution of any Specified Proceedings, including, without limitation,
any agreement as to the settlement, entry of a guilty plea or deferral of charges,
regardless of whether or not such resolution has already been publicly announced or
reduced to writing; and




(4) any finding of any violation of any criminal or anti-bribery provisions of
the Foreign Corrupt Practices Act or any Anti-Bribery and Conflict of Interest Laws
by the Audit Committee or other committee of the Board of Directors of the Parent or
any Loan Party, whether or not publicly disclosed.




(xi) ERISA Events: promptly upon becoming aware of the occurrence of or
forthcoming occurrence of any ERISA Event, a written notice specifying the nature thereof,
what action the Borrower or any of its ERISA Affiliates has taken, is taking or proposes to
take with respect thereto and, when known, any action taken or threatened by the Internal
Revenue Service, the Department of Labor or the PBGC with respect thereto;




(xii) ERISA Notices: with reasonable promptness, copies of (a) each Schedule B
(Actuarial Information) to the annual report (Form 5500 Series) filed by the Company, any of
its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue
Service with respect to each Pension Plan; (b) all notices received by the Company or any of
its ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (c)
copies of such other documents or governmental reports or filings relating to any Employee
Benefit Plan as Administrative Agent shall reasonably request;




(xiii) Financial Plans: as soon as practicable and in any event no later than
60 days after the end of each Fiscal Year, a consolidated plan and financial forecast for
the Loan Parties (other than the Immaterial Subsidiaries) for such Fiscal Year and each
subsequent Fiscal Year through the Maturity Date (the “Financial Plan” for such Fiscal
Years), including (a) forecasted consolidated balance sheets and forecasted consolidated
statements of income and cash flows of the Company and its Restricted Subsidiaries (other
than the Immaterial Subsidiaries) for such Fiscal Years attributable to all Projects (other
than the Cotai Strip Infrastructure Project and Other Resort Projects), but excluding the
results of the Excluded Casinos (this exclusion includes all of the assets, liabilities,
income, changes in equity and cash flow associated with the Excluded Casinos), together with
a pro forma Compliance Certificate as of December 31st of the next ensuing Fiscal Year and
an explanation of the assumptions on which such forecasts are based, and (b) such other
information and projections for such Fiscal Years as any Lender may reasonably request;




(xiv) Insurance: as soon as practicable and in any event within 30 days after
the end of each Fiscal Year, a report in form and substance reasonably satisfactory to the
Administrative Agent outlining all material insurance coverage maintained as of the date
of such report by the Loan Parties and all material insurance coverage planned to be
maintained by the Loan Parties in the immediately succeeding Fiscal Year, and a
certification from the Company that all premiums due and owing in respect of any material
insurance policies that are due and owing have been fully paid;


 


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(xv) Board of Directors: with reasonable promptness, written notice of any
change in the members of the Board of Directors of SCL or the Company;




(xvi) New Subsidiaries: promptly upon any Person becoming a Subsidiary of the
Company (other than a Subsidiary of an Excluded Subsidiary), a written notice setting forth
with respect to such Person (a) the date on which such Person became a Subsidiary of the
Company and (b) all of the data required to be set forth in Schedule 5.1D with
respect to all Subsidiaries of the Company (it being understood that such written notice
shall be deemed to supplement Schedule 5.1D for all purposes of this Agreement);




(xvii) Material Contracts: promptly, and in any event within ten Business Days
after any Material Contract described in clauses (a) and (b) of the definition thereof of
the Company or any other Loan Party is terminated or amended in a manner that is materially
adverse to the Company or any other Loan Party or any new Material Contract described in
clauses (a) and (b) of the definition thereof is entered into, or upon becoming aware of any
material default by any party under such Material Contract, a written statement describing
such event with copies of such material amendments or new contracts, and an explanation of
any actions being taken with respect thereto;




(xviii) Search Reports: As promptly as practicable after the date of delivery
to the Administrative Agent of any UCC financing statement or similar instrument delivered
by any Loan Party pursuant to subsection 6.11, copies of completed UCC searches, Real Estate
Registry Collateral searches, and/or Commercial and Moveable Property Registry Collateral
searches, as applicable, evidencing the proper filing, recording and indexing of all such
UCC financing statements and other instruments and listing all other effective financing
statements and similar instruments that name such Loan Party as debtor, together with copies
of all such filings not previously delivered to the Administrative Agent by or on behalf of
such Loan Party;




(xix) Notices under Operative Documents: (1) promptly upon receipt, copies of
all notices provided to the Company or its Subsidiaries (a) pursuant to any Material
Contracts relating to material defaults and (b) pursuant to the Gaming Concession Contract
or any Land Concession Contract other than in the ordinary course and (2) promptly upon
execution and delivery thereof, copies of all amendments to any FF&E Documents (other than
in the ordinary course;)


 


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(xx) Concession Proceedings and Notices: to the extent not required by another
clause of this subsection 6.1, promptly upon receipt, copies of all of the following
received by the Company or any of its Subsidiaries: (a) notice of any default or
consultations with Macau SAR as contemplated by paragraph A2 of the Gaming Concession
Consent in relation to any termination, rescission, potential termination or potential
rescission of the Gaming Concession Contract, (b) notice of any default or
consultations with Macau SAR as contemplated by paragraph C of the Land Concessions
Consent regarding the Land Concession Contracts in relation to any termination or rescission
thereof, (c) notice of any replacement or reinstatement of the Company or any unilateral
discharge of the Gaming Concession Contract under article 79 of the Gaming Concession
Contract, (d) notice of any negotiations with Macau SAR pursuant to article 83 of the Gaming
Concession Contract, (e) any notice from Macau SAR pursuant to clause 3 of article 80 of the
Gaming Concession Contract, (f) any notice from Macau SAR pursuant to clause 4 of article 80
of the Gaming Concession Contract, or (g) notice of any seizure, dissolution, redemption or
rescission pursuant to Chapter V of Law No 16/2001; and provide further information to the
Administrative Agent regarding any proceedings relating thereto;




(xxi) Material Adverse Effect: promptly, upon obtaining knowledge thereof,
provide to the Administrative Agent written notice of any other event or development which
could reasonably be expected to have a Material Adverse Effect;




(xxii) Valuations: within 30 days after the end of each Fiscal Year, deliver to
the Administrative Agent a “desk top” appraisal of all real property Collateral prepared by
HVS International (or other appraisal firm reasonably acceptable to the Administrative
Agent) in form, scope and substance reasonably satisfactory to the Administrative Agent;




(xxiii) Other Information: with reasonable promptness, such other information
and data with respect to the Company or any of its Subsidiaries as from time to time may be
reasonably requested by any Lender; and




(xxiv) Construction Progress Report: together with each delivery of quarterly
financial statements pursuant to subsection 6.1(ii) and yearly financial statements pursuant
to subsection 6.1(iii), a progress report of the construction of the VOL Casino Hotel Resort
Project substantially in the form of Exhibit X;



6.2 Corporate Existence, etc.



The Company will, and will cause each other Loan Party to, at all times preserve and keep in
full force and effect (i) their corporate, limited liability company or other existence and (ii)
all rights and franchises material to its business; provided, however, that the
Company and any other Loan Party may merge, consolidate, liquidate or dissolve as permitted
pursuant to subsection 7.7 of this Agreement and provided, further, that neither
the Company nor any other Loan Party shall be required to preserve any such right or franchise if
the management or Board of Directors of such Loan Party (or the managing member thereof, if
applicable) shall determine (and shall so notify the Administrative Agent), that the preservation
thereof is no longer desirable in the conduct of the business of such Loan Party and that the loss
thereof is not disadvantageous in any material respect to the Company, any other Loan Party or the
Lenders.


 


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6.3 Payment of Taxes and Claims; Tax Consolidation.



A. The Company will, and will cause each other Loan Party to, pay all material Taxes,
assessments and other governmental charges imposed upon it or any of its properties or assets or in
respect of any of its income, businesses or franchises before any penalty accrues
thereon, and all material claims (including claims for labor, services, materials and
supplies) for sums that have become due and payable and that by law have or may become a Lien upon
any of its properties or assets, prior to the time when any penalty or fine shall be incurred with
respect thereto; provided that no such charge or claim need be paid if it is being
contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so
long as (1) such reserves or other appropriate provisions, if any, as shall be required in
conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which
has or may become a Lien against any of the Collateral, such contest proceedings conclusively
operate to stay the sale of any portion of the Collateral to satisfy such charge or claim.



B. The Company will not, nor will it permit any other Loan Party to, file or consent to the
filing of any combined, unitary or consolidated income Tax return with any Person (other than a
Loan Party) unless the Company and/or each other Loan Party, as applicable, shall have entered
into, a tax sharing agreement with such Person, in form and substance reasonably satisfactory to
the Administrative Agent.



C. The Company shall use commercially reasonable efforts to minimize the Section 951(a) Income
generated by the operations of the Loan Parties.



D. If and to the extent that the Company or any other Loan Party makes a payment or
distribution to any direct or indirect shareholder or member other than the Company or another Loan
Party with respect to Taxes that are attributable to an Excluded Subsidiary or any Subsidiary
thereof, then the Company will promptly cause such Excluded Subsidiary to reimburse the Company or
such other Loan Party for such Taxes; provided, however, that such reimbursement
shall not be required to the extent that the amount of such reimbursement is treated as an
Investment permitted under subsection 7.3.



6.4 Maintenance of Properties; Insurance; Application of Net Loss Proceeds.



A. Maintenance of Properties. The Company will, and will cause each other Loan Party
to, maintain or cause to be maintained in good repair, working order and condition, ordinary wear
and tear excepted, all material properties used or useful in the business of the Company and each
other Loan Party and from time to time will make or cause to be made all appropriate repairs,
renewals and replacements thereof except to the extent that the Company determines in good faith
not to maintain, repair, renew or replace such property if such property is no longer desirable in
the conduct of their business and the failure to do so is not disadvantageous in any material
respect to the Loan Parties or the Lenders. The Company will operate each Project (in the case of
the VOL Casino Hotel Resort Project, from and after the VOL Casino Hotel Resort Substantial
Operations Date) at standards of operation at least equivalent to the standards of operation of the
Sands Macao Casino on the Closing Date (or, if higher, in accordance with prudent industry
practices in Macau SAR and in a manner not inconsistent with any Gaming License), in compliance
with the terms of the Gaming Concession Contract, and in compliance with the terms of any
applicable Land Concession Contract.


 


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B. Insurance. The Company will maintain or cause to be maintained, with financially
sound and reputable insurers, such public liability insurance, third party property damage
insurance, business interruption insurance and casualty insurance with respect to
liabilities, losses or damage in respect of the assets, properties and businesses of the
Company and each other Loan Party as may from time to time customarily be carried or maintained
under similar circumstances by corporations of established reputation engaged in similar
businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles,
covering such risks and otherwise on such terms and conditions as shall be customary for
corporations similarly situated in the industry. Without limiting the generality of the foregoing,
the Company will maintain or cause to be maintained at all times after the Closing Date the
insurance coverages set forth on Exhibit O on the Closing Date.



C. Application of Net Loss Proceeds. If Net Loss Proceeds are received by any Loan
Party, the Company shall apply any Net Loss Proceeds in accordance with subsection 2.4B(iii)(b)
hereof.



6.5 Inspection; Lender Meeting.



A. Inspection Rights. The Company shall, and shall cause each other Loan Party to,
permit any authorized representatives designated by any Lender to visit and inspect any of the
properties of the Loan Parties, to inspect, copy and take extracts from its and their financial and
accounting records, and to discuss its and their affairs, finances and accounts with its and their
officers and independent public accountants, if requested by the Administrative Agent
(provided that any designated representatives of the Company may, if they so choose, be
present at or participate in any such discussion), all upon reasonable notice and at such
reasonable times during normal business hours and as often as may reasonably be requested and the
Company shall be responsible for all of the reasonable expenses of the Administrative Agent and the
Lenders in connection with such inspections; provided that so long as no Event of Default
has occurred and is continuing, such inspections shall be limited to twice in any calendar year.



B. Lender Meeting. The Company will, upon the request of the Administrative Agent or
Requisite Lenders, participate in a meeting of the Co-Syndication Agents, the Administrative Agent
and the Lenders once during each Fiscal Year to be held at the Parent’s corporate offices, or the
Company’s corporate offices if requested by the Lenders (or at such other location as may be agreed
to by the Company and the Administrative Agent) at such time as may be agreed to by the Company and
the Administrative Agent.



6.6 Compliance with Laws, etc.; Permits.



A. The Company shall and shall cause each other Loan Party, and shall use commercially
reasonable efforts to cause all other Persons on or occupying any Properties to, comply with the
requirements of all applicable laws, rules, regulations and orders of any Governmental
Instrumentality (including all Environmental Laws, and any money laundering laws or regulations),
noncompliance with which could reasonably be expected to cause, individually or in the aggregate, a
Material Adverse Effect. The Company shall and shall cause each other Loan Party to only engage in
activities permitted by their respective Organizational Documents.



B. The Company shall, and shall cause each other Loan Party to, from time to time obtain,
maintain, retain, observe, keep in full force and effect and comply in all material respects
with the terms, conditions and provisions of all Permits as shall now or hereafter be
necessary under applicable laws except any thereof the noncompliance with which could not
reasonably be expected to have a Material Adverse Effect.


 


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6.7 Environmental Covenant.



A. Compliance with Environmental Law.




(i) Except as provided in Section 6.7A(ii), the Projects (other than the Cotai Strip
Infrastructure Project and Other Resort Projects) shall at all times (after the commencement
of and during construction, and during operation) comply in all material respects with (x)
Environmental Laws and (y) the Environmental Mitigation Plan, except for such instances of
noncompliance that could not reasonably be expected to have a Material Adverse Effect.




(ii) In the event and to the extent that the Equator Principles applicable to the
Projects (other than the Cotai Strip Infrastructure Project and Other Resort Projects)
materially change after the date of this Agreement, upon the Administrative Agent’s written
notice to the Borrower of such changes, the Borrower and the Company agree that they will
use commercially reasonable efforts under the circumstances to cause such Projects to comply
in a commercially reasonable time frame with any such material changes to the Equator
Principles; provided however, that in the event the Borrower and the Company cannot
comply with the changes to the Equator Principles without expending greater than
commercially reasonable efforts under the circumstances, then the Borrower and the Company
need not attempt to comply with such changes to the Equator Principles, except that in such
event the Borrower and the Company shall in their reasonable discretion mitigate any such
noncompliance with such changes.



B. Additional Information. The Company and the Borrower agree that the Administrative
Agent may, from time to time and in their reasonable discretion, prior to the VOL Casino Hotel
Resort Substantial Operations Date, (i) retain, at the Company’s and/or, following the Closing
Date, the Borrower’s expense, an independent professional consultant to review any environmental
audits, investigations, analyses and reports relating to environmental matters (including, without
limitation, the Equator Principles) in respect of the VOL Casino Hotel Resort Project and (ii)
request the Company or the Borrower to provide additional environmental information regarding the
VOL Casino Hotel Resort Project, in form and substance reasonably acceptable to the Administrative
Agent, as the case may be. The Company and the Borrower acknowledge that ERM has been retained for
purposes of this subsection 6.7B as of the date hereof.



C. Environmental Disclosure. The Company will deliver to the Administrative Agent and
Lenders:




(i) Environmental Audits and Reports. As soon as practicable following receipt
thereof (or receipt by any Loan Party), copies of all material environmental audits,
investigations, analyses and reports of any kind or character, whether prepared by personnel
of the Company or any of its Restricted Subsidiaries or by independent
consultants, governmental authorities or any other Persons, with respect to significant
environmental matters at any Property or with respect to any Environmental Claims.


 


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(ii) Notice of Certain Releases, Remedial Actions, Etc. Promptly upon the
occurrence thereof, written notice describing in reasonable detail (a) any material Release
or material noncompliance with Environmental Law required to be reported to any Government
Instrumentality under any applicable Environmental Laws, (b) any remedial action taken by
the Company, any Loan Party or any other Person in response to (1) any Hazardous
Environmental Activities the existence of which has a reasonable possibility of resulting
in one or more Environmental Claims having, individually or in the aggregate, a Material
Adverse Effect, or (2) any Environmental Claims that, individually or in the aggregate, have
a reasonable possibility of resulting in a Material Adverse Effect, or (c) any noncompliance
with the Environmental Mitigation Plan; provided, however, that as to
immaterial noncompliance, the Company may provide such written notice in the auditing
procedures identified in the Environmental Mitigation Plan.




(iii) Written Communications Regarding Environmental Claims, Releases, Etc. As
soon as practicable following the sending or receipt thereof by the Company or any of its
Restricted Subsidiaries, a copy of any and all written communications with respect to (a)
any Environmental Claims that, individually or in the aggregate, have a reasonable
possibility of giving rise to a Material Adverse Effect, (b) any material Release required
to be reported to any Government Instrumentality, and (c) any request for information from
any Governmental Instrumentality that suggests such agency is investigating whether Company
or any of its Restricted Subsidiaries may be potentially responsible for costs arising out
of any Hazardous Materials Activity.




(iv) Notice of Certain Proposed Actions Having Environmental Impact. Prompt
written notice describing in reasonable detail (a) any proposed acquisition of stock,
assets, or property by the Company or any of its Restricted Subsidiaries that could
reasonably be expected to (1) expose the Company or any of its Restricted Subsidiaries to,
or result in, Environmental Claims that could reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect or (2) affect the ability of the Company or
any of its Restricted Subsidiaries to maintain full force and effect all material Permits
required under any Environmental Laws for their respective operations and (b) any proposed
action to be taken by the Company or any of its Restricted Subsidiaries to modify current
operations in a manner that could reasonably be expected to subject the Company or any of
its Restricted Subsidiaries to any material additional obligations or requirements under any
Environmental Laws that could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.




(v) Annual Reports. Within ninety (90) days after the end of each Fiscal Year
of the Company, an annual monitoring report assessing compliance with the Environmental
Mitigation Plan, the applicable Environmental Laws, and subsection 6.7A or, as the case may
be, detailing any non-compliance, and setting out the action being taken to correct such
non-compliance.




(vi) Other Information. With reasonable promptness, such other documents and
information as from time to time may be reasonably requested by the Administrative Agent in
relation to any matters disclosed pursuant to this subsection 6.7.


 


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D. Company’s Remedial Actions Regarding Environmental Laws and Hazardous Environmental
Activities. The Company shall promptly undertake, and shall cause each of its Restricted
Subsidiaries promptly to undertake, any and all investigations, studies, sampling, testing,
abatement, cleanup, removal, remediation or other response actions reasonably necessary to remove,
remediate, clean up or abate any Hazardous Environmental Activity on, under or about any Property
to the extent required by Environmental Laws, including without limitation (i) any material
violation of any Environmental Laws or that presents a material risk of giving rise to an
Environmental Claim or (ii) any violation of the Environmental Mitigation Plan. In the event
Company or any of its Restricted Subsidiaries undertake any such action, the Company or such
Restricted Subsidiary shall conduct and complete such action in compliance in all material respects
with all applicable Environmental Laws except when, and only to the extent that, the Company’s or
such Restricted Subsidiary’s liability with respect to such Hazardous Environmental Activity is
being contested in good faith by the Company or such Restricted Subsidiary.



E. Actions with Respect to Environmental Claims and Violations of Environmental Laws.
The Company shall promptly take, and shall cause each of its Restricted Subsidiaries promptly to
take, any and all actions necessary to (a) cure any violation of applicable Environmental Laws by
the Company or its Restricted Subsidiaries and (b) make an appropriate response to any
Environmental Claim against the Company or any of its Restricted Subsidiaries and discharge any
obligations it may have to any Person thereunder.



F. Actions with Respect to Categorization of the Projects. Except where accompanied
by material compliance with all applicable Environmental Laws, neither the Borrower, the Company
nor any Restricted Subsidiary shall take any action, enter into any transaction, agreement or
proposal or otherwise cause or permit any third person to take any action, that could reasonably be
expected to result in a change in the categorization (as determined by ERM or other qualified
independent consultant reasonably acceptable to the Borrower and Arranger or Administrative Agent)
of (1) the Sands Macao Casino or the Sands Macao Podium Expansion Project from a Category “C”
project under the Equator Principles to a Category “B” or “A” project thereunder, (2) any other
Project (or combination thereof) (other than the Cotai Strip Infrastructure Project and Other
Resort Projects) from a Category “B” project under the Equator Principles to a “Category A” project
thereunder.



6.8 Material Contracts.



A. Compliance with Obligations. The Company shall, and shall cause each other Loan
Party (other than, in the case of clause (ii) below, VOL prior to the VOL Casino Hotel Resort
Substantial Operations Date) to, comply, duly and promptly, in all material respects with its
respective obligations and enforce all of its respective rights under (i) the Gaming Concession
Contract (including, without limitation, compliance with the suitability requirements of Article 26
of the Gaming Concession Contract, obtaining approvals required by Article 30 thereof prior to
related party transactions and Article 37 thereof regarding work inspections at the times
specified therein, and maintaining all required guarantees pursuant to Articles 61, 62 or 63
thereof or otherwise), each Land Concession Contract and the IP License and (ii) all Material
Contracts described in clause (a) and (b) of the definition thereof except in the case of this
clause (ii), where the failure to comply would not reasonably be expected to have a Material
Adverse Effect.


 


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B. Contract Consents. From and after the Closing Date, the Company (i) shall cause
each Person party to a Material Contract listed in clause (b) of the definition thereof, and (ii)
shall use commercially reasonable efforts to cause each Person party to any Material Contract
described in clause (c) of the definition thereof, to deliver a Contract Consent to the
Administrative Agent regarding the collateral assignment of such Material Contract, upon execution
of such Material Contract or within a reasonable period of time thereafter; provided that
the Company may decline to cause or to use commercially reasonable efforts to cause to be delivered
Contract Consents for Material Contracts comprising up to 20% of the value of all Contracts deemed
“Material Contracts” solely due to clauses (b) and (c) of the definition thereof; provided
further, that no Contract Consent shall be required in respect of any hotel management
agreement until the property subject to such hotel management agreement has been opened to the
general public; and provided further, that no Contract Consent shall be required in
respect of the Four Seasons Macao Overall Project until 90 days after the Closing Date.



6.9 Discharge of Liens.



A. Removal by the Company. From and after the Closing Date, in the event that,
notwithstanding the covenants contained in subsection 7.2, a Lien which is not a Permitted Lien may
encumber any Collateral or any portion thereof, the Company shall promptly (and shall cause its
Subsidiaries to promptly) discharge or cause to be discharged by payment to the lien or Lien
claimant or promptly secure removal by bonding, guaranty, deposit or otherwise within 60 days after
the date of notice thereof; provided that compliance with the provisions of this subsection
6.9 shall not be deemed to constitute a waiver of the provisions of subsection 7.2. The Company
shall exhibit to the Administrative Agent upon request all receipts or other satisfactory evidence
of payment, bonding, deposit of taxes, assessments, Liens or any other item which may cause any
such Lien to be filed against any Collateral. Each Loan Party shall, from and after the Closing
Date, fully preserve the Lien and the priority of each Collateral Document without cost or expense
to the Administrative Agent, the Collateral Agent or the Lenders.



B. Removal by the Agent. From and after the Closing Date, if any Loan Party fails to
promptly discharge, remove or bond off any such Lien or mechanics’ or materialmen’s claim of Lien
as described above, which is not being contested by a Loan Party in good faith by appropriate
proceedings promptly instituted and diligently conducted, within 60 days after the receipt of
notice thereof, then the Administrative Agent may, but shall not be required to, procure the
release and discharge of such Lien, mechanics’ or materialmen’s claim of Lien and any judgment or
decree thereon, and in furtherance thereof may, in its sole discretion, effect any settlement or
compromise with the lienor or Lien claimant or post any bond or furnish any security or indemnity
as the Administrative Agent, in its sole discretion, may elect. In settling, compromising or
arranging for the discharge of any Liens under this subsection, the Administrative Agent shall not
be required to establish or confirm the validity or amount of the Lien. The Borrower agrees that,
from and after the Closing Date, all costs and expenses
expended or otherwise incurred pursuant to this subsection 6.9 (including reasonable
attorneys’ fees and disbursements) by the Administrative Agent shall be paid by the Borrower in
accordance with the terms hereof.


 


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6.10 Further Assurances.



A. Assurances. Without expense or cost to the Administrative Agent, the Collateral
Agent, or the Lenders, the Company shall, and shall cause each other Loan Party to, from time to
time hereafter, execute, acknowledge, file, record, do and deliver all and any further acts, deeds,
conveyances, mortgages, deeds to secure debt, security agreements, hypothecations, pledges,
charges, assignments, financing statements and continuations thereof, notices of assignment,
transfers, certificates, assurances and other instruments as the Administrative Agent or the
Collateral Agent may from time to time reasonably require in order to carry out more effectively
the purposes of this Agreement or the other Loan Documents, including to subject any items of
Collateral, intended to now or hereafter be covered, to the Liens created by the Collateral
Documents, to perfect and maintain such Liens (including the priority thereof), and to assure,
convey, assign, transfer and confirm unto the Collateral Agent the property and rights hereby
conveyed and assigned or intended to now or hereafter be conveyed or assigned or which any Loan
Party may be or may hereafter become bound to convey or to assign to the Administrative Agent or
the Collateral Agent or for carrying out the intention of or facilitating the performance of the
terms of this Agreement, or any other Loan Documents or for filing, registering or recording this
Agreement or any other Loan Documents or to clarify or confirm any documents delivered or required
to be delivered hereunder or thereunder. Promptly upon a reasonable request Company shall, and
shall cause each other Loan Party to, execute and deliver, and hereby authorizes the Collateral
Agent to execute and file in the name of such Loan Party, to the extent the Collateral Agent may
lawfully do so, one or more financing statements, chattel mortgages or comparable security
instruments to evidence more effectively the Liens of the Collateral Documents upon the Collateral.
In addition, promptly upon the creation of any new corporate enterprise of any Loan Party, the
applicable Floating Charge shall be registered with the Macau Companies Registry with regard to
such new corporate enterprise. Notwithstanding anything to the contrary in this Agreement, the
obligations of the Loan Parties with respect to any Collateral or Collateral Documents pursuant to
this subsection 6.10A shall only apply on and after the Closing Date.



B. Filing and Recording Obligations. Each of the Company and, from and after the
Closing Date, the Borrower shall pay or cause to be paid all filing, registration and recording
fees and all expenses incidental to the execution and acknowledgment of or enforcement under any
Loan Document, including any instrument of further assurance described in subsection 6.10A, and
shall pay or cause to be paid all mortgage recording taxes, transfer taxes, general intangibles
taxes and governmental stamp and other taxes, duties, imposts, assessments and charges arising out
of or in connection with the execution, delivery, filing, recording or registration of or
enforcement under any Collateral Document or any other Loan Document or, to the extent applicable,
the Assignment of Reinsurances, or any leases or subleases entered into in connection with any
Project (except to the extent already recorded) or memoranda thereof, including any instrument of
further assurance described in subsection 6.10A, or by reason of its interest in, or measured by
amounts payable under, the Notes, any Collateral Document or any other Loan Document or, to the
extent applicable, the


 


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 Assignment of Reinsurances, including any instrument of further assurance described in subsection 6.10A, and shall pay all stamp taxes and other
taxes required to be paid on the Notes or any other Loan Document or, to the extent applicable, the
Assignment of Reinsurances, but excluding in the case of each Lender and the Administrative Agent,
Taxes imposed on its income by a jurisdiction under the laws of which it is organized or in which
its principal executive office is located or in which its applicable lender office for funding or
booking its Loans hereunder is located. If Borrower fails to make or cause to be made any of the
payments described in the preceding sentence within 15 days after notice thereof from the
Administrative Agent (or such shorter period as is necessary to protect the loss of or diminution
in value of any Collateral by reason of tax foreclosure or otherwise, as determined by the
Administrative Agent, in its sole discretion) accompanied by documentation verifying the nature and
amount of such payments, the Administrative Agent may (but shall not be obligated to) pay the
amount due and each of the Company and, from and after the Closing Date, the Borrower shall
reimburse all amounts in accordance with the terms hereof. Notwithstanding anything to the contrary
in this Agreement, the obligations of the Loan Parties with respect to any Collateral or Collateral
Documents pursuant to this subsection 6.10B shall only apply on and after the Closing Date.



C. Further Security Upon Project Progress. In addition to all other requirements of
this subsection 6.10, the Company shall, and shall cause the other Loan Parties to, (i) with
respect to any space within a Project associated with any casino referred to under Article 42 of
the Gaming Concession Contract (if so permitted pursuant to the respective Land Concession
Contract), create a horizontal property, register such horizontal property at the Macau Real Estate
Registry on a provisional basis first and on a definitive basis subsequently, and cause ownership
of the unit designated as a casino of such horizontal property to be transferred to the Company as
soon as reasonably practicable and a Mortgage to be created over such unit (except if such Property
is already subject to a Mortgage)), pursuant to which, from and after the Closing Date, the Lenders
are granted a Lien on such unit subject only to Permitted Liens; (ii) from and after the Closing
Date, promptly upon the transfer by the Cotai Subsidiary to the Company of a unit of a horizontal
property designated as a gaming area and/or casino associated with the Four Seasons Macao Overall
Project, grant to the Collateral Agent, for the benefit of the Secured Parties, a collateral
assignment of the Company’s rights in the Venetian Macao Land Concession Contract that were
acquired by the Company as the result of the Company’s acquisition of such unit, such collateral
assignment to be in form and substance reasonably satisfactory to the Administrative Agent
(provided that the obligations referred to in this section shall be deemed satisfied if such
collateral assignment is included in the Land Security Assignment executed by the Company on the
Closing Date); and (iii) carry out as soon as reasonably practicable definitive registration with
the Macau Real Estate Registry in respect of each land grant under any Land Concession Contract and
each unit of horizontal property designated as a casino or gaming area by the Macau Gaming
Authority on any Project (other than the Cotai Strip Infrastructure Project) in which the Company
or any other Loan Party has an interest upon the issuance of an Occupation Certificate for the
related Project.



D. Final Registration. The Company shall use its commercially reasonable efforts to
(i) obtain and maintain or cause VCL to maintain the Occupation Certificates issued for the Casinos
(other than the VOL Casino) and (ii) obtain and maintain or cause VOL to obtain and maintain an
Occupation Certificate for the VOL Casino. The Company shall use its commercially reasonable
efforts (it being understood that the realization of such efforts may
require the cooperation of the developer of any applicable Other Resort Project), at all times
after the provisional registration of any property of any Loan Party (or, in the case of any Casino
Operation Project, if earlier, upon any Investment being made pursuant to Section 7.3 in an
Excluded Subsidiary developing the related Other Resort Project, or any Casino Operation Land
Concession Contract being entered into pertaining to the Site to which such Casino Operation
Project relates), to cause an Occupation Certificate to be issued regarding such Property, and to
cause such registration to become “definitive”, as soon as practicable.


 


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E. Gaming Area Classification. The Company shall use its commercially reasonable
efforts to maintain the designation of each area within any Project where gaming activities are
conducted as a “gaming area” by the Macau Gaming Authority and use its commercially reasonable
efforts to ensure that no space shall be designated as a “casino” at or within any Project (other
than the specified gaming area within the Venetian Macao Casino) for purposes of the Macau SAR’s
reversion/reclamation rights under the Gaming Concession Contract.



F. Subdivision. As promptly as possible upon obtaining any Land Concession Contract
therefor, if the Property comprises or shall comprise any casino or gaming area, the Company shall,
and shall cause the other Loan Parties to (if permitted by the relevant Land Concession Contract)
create a horizontal property in the Property such that each such unit part of such horizontal
property comprising any casino or gaming area may be separately mortgaged, conveyed and otherwise
dealt with as a separate legal lot or parcel. Each of the Company and the Borrower acknowledges
that this Agreement contemplates the creation of one or more separate legal units for such casinos
and gaming areas (if permitted by the relevant Land Concession Contract).



G. Costs of Defending and Upholding the Lien. From and after the Closing Date, the
Administrative Agent or the Collateral Agent may, upon at least five days’ prior notice to the
Borrower, (i) appear in and defend any action or proceeding, in the name and on behalf of the
Administrative Agent, the Collateral Agent or the Lenders in which the Administrative Agent, the
Collateral Agent or any Lender is named or which the Administrative Agent in its sole discretion
determines is reasonably likely to materially adversely affect any Collateral, any Collateral
Document, the Lien thereof or any other Loan Document and (ii) institute any action or proceeding
which the Administrative Agent or the Collateral Agent reasonably determines should be instituted
to protect the interest or rights of the Collateral Agent and the Lenders in any Collateral or
under any Loan Document. The Borrower agrees that all reasonable costs and expenses expended or
otherwise incurred pursuant to this subsection (including reasonable attorneys’ fees and
disbursements) by the Administrative Agent or the Collateral Agent shall be paid by the Borrower or
reimbursed to the Administrative Agent or the Collateral Agent, as the case may be, promptly after
demand.



H. Costs of Enforcement. Each of the Company and, from and after the Closing Date,
the Borrower agrees to bear and shall pay or reimburse the Administrative Agent, the Collateral
Agent and the Lenders in accordance with the terms of subsection 10.2 for all sums, costs and
expenses incurred by the Administrative Agent or the Collateral Agent and the Lenders (including
reasonable attorneys’ fees and the expenses and fees of any receiver or similar official) of or
incidental to the collection of any of the Obligations, any foreclosure (or transfer in lieu of
foreclosure) of this Agreement, any Collateral Document or any other Loan Document or,
to the extent applicable, the Assignment of Reinsurances or any sale of all or any portion of
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I. Acknowledgements of Security. To the extent any acknowledgements referred to in
subsection 4.1I(vii) are not obtained on or before the Closing Date the Company shall use
commercially reasonable efforts to procure such acknowledgements and deliver same to the Collateral
Agent as promptly as reasonably practicable following the Closing Date.



6.11 Future Subsidiaries or Restricted Subsidiaries.



A. Execution of Guaranty and Collateral Documents. In the event that on or after the
Closing Date any Person becomes a Subsidiary of the Company (other than a Subsidiary of an Excluded
Subsidiary), the Company will promptly notify Administrative Agent of that fact (provided
that if such Person is an Excluded Subsidiary, then the Company is required to notify the
Administrative Agent of such fact as follows: (a) if such fact occurs during any of the first three
calendar quarters of any given year, within 45 days of the close of the calendar quarter during
which such fact occurs; or (b) if such fact occurs during the last calendar quarter of any given
year, within 90 days of the close of such calendar quarter), and (i) in such event (provided such
Subsidiary is not an Excluded Subsidiary) or (ii) in the event that any Excluded Subsidiary becomes
a Restricted Subsidiary pursuant to subsection 6.11C, the Company will cause such Restricted
Subsidiary, promptly upon such designation (a) to execute and deliver to the Collateral Agent a
supplement to the Guaranty, the Security Agreement, the Livranças, and the Livranças Side Letter,
(b) to execute and deliver to the Collateral Agent an Assignment of Rights, a Macau Collateral
Account Agreement, an Assignment of Insurances, a Pledge Over Intellectual Property Rights (if such
Person is organized under the laws of Macau SAR), a Floating Charge, and if such new Restricted
Subsidiary has any interests in real property, a Land Security Assignment, a Mortgage and a Power
of Attorney, in each case, notarized, stamped and in appropriate form for filing or registering
with the government of Macau SAR if applicable, (c) to the extent applicable, to deliver an
Assignment of Reinsurances from each insurer of such Person and (d) to take all such further
actions and execute all such further documents and instruments as may be necessary or, in the
reasonable opinion of the Administrative Agent, desirable to create in favor of the Collateral
Agent, for the benefit of the Secured Parties, a valid and perfected First Priority Lien on all of
the assets of such Restricted Subsidiary which constitute Collateral.



B. Subsidiary Charter Documents, Legal Opinions, Etc. In the case of any new
Restricted Subsidiary being acquired, formed, or designated pursuant to subsection 6.11A, the
Company shall deliver to the Administrative Agent, together with such Loan Documents, (i) certified
copies of such new Restricted Subsidiary’s Organizational Documents, together with a good standing
certificate or foreign law equivalent, if any, from the jurisdiction of its incorporation or
formation (as applicable) and, to the extent generally available, a certificate or other evidence
of good standing as to payment of any applicable franchise or similar taxes from the appropriate
taxing authority of such jurisdiction, or, in the case of each Macau corporation, a certificate
issued by each of the Macau Companies Registry, the Courts of Macau SAR and the Tax Department of
Macau SAR (together with an English translation) confirming that such Person exists and is
operating and that no bankruptcy or other proceedings customarily covered by such certificate have
been


 


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 filed against such Person, each to be dated a recent date prior to their delivery to the Administrative Agent, (ii) a copy of such new Restricted Subsidiary’s
Bylaws or limited liability company agreement, as applicable, (or, in the case of a Macau entity,
Usufruct Agreement) certified by its corporate secretary or an assistant secretary (or their
equivalent) as of a recent date prior to their delivery to the Administrative Agent, (iii) a
certificate executed by the secretary or an assistant secretary of such new Restricted Subsidiary
as to (a) the fact that the attached resolutions of the Shareholders General Meeting and/or Board
of Directors and/or Declaration from the Director(s) or managing member, as applicable, of such new
Restricted Subsidiary approving and authorizing the execution, delivery and performance of such
Loan Documents are in full force and effect and have not been modified or amended and (b) the
incumbency and signatures of the officers of such new Restricted Subsidiary executing such Loan
Documents, and (iv) an opinion of counsel to such new Restricted Subsidiary, in form and substance
reasonably satisfactory to the Administrative Agent and its counsel, as to (a) the due organization
and, to the extent available, good standing of such new Restricted Subsidiary, (b) the due
authorization, execution and delivery by such new Restricted Subsidiary of such Loan Documents, (c)
the enforceability of such Loan Documents against such new Restricted Subsidiary, (d) such other
matters (including matters relating to the creation and perfection of Liens in any Collateral
pursuant to such Loan Documents) as the Administrative Agent may reasonably request, all of the
foregoing to be reasonably satisfactory in form and substance to the Administrative Agent and its
counsel.



C. Designation of Excluded Subsidiaries as Restricted Subsidiaries. The Company may
designate (by providing written notice of such designation to the Administrative Agent) any
Excluded Subsidiary (including any Additional Development Excluded Subsidiaries) to be a Restricted
Subsidiary under this Agreement; provided that (i) no Potential Event of Default or Event
of Default has occurred or would occur as a result of such designation, (ii) all requirements of
subsections 6.10C, 6.11A and 6.11B are met, (iii) such designation could not reasonably be expected
to cause a Material Adverse Effect to occur, (iv) prior to such designation, the Administrative
Agent has been afforded a reasonable opportunity to review (a) any shareholder agreements or
similar instruments relating to such Excluded Subsidiary (in the event such Excluded Subsidiary is
not wholly-owned) and is reasonably satisfied with the rights held by any minority shareholder
therein, and (b) any management agreements or similar arrangements relating to such Excluded
Subsidiary and related non-disturbance agreements with the hotel management company party thereto,
and is reasonably satisfied with the terms of such arrangements (the Administrative Agent hereby
agreeing that it will execute and deliver such satisfactory non-disturbance agreements), including
that such agreements shall be in full force and effect with no material defaults thereunder, (v)
there shall be no Liens on any assets of such Excluded Subsidiary that would not constitute
Permitted Liens upon its designation as a Restricted Subsidiary, and (vi) such Excluded Subsidiary
shall have no Indebtedness as of the date of such designation other than such Indebtedness as would
be permitted pursuant to the terms hereof.



6.12 [Reserved].


 


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6.13 Interest Rate Protection.



From and after the date that is 120 days following the Closing Date through and including the
third anniversary of the Closing Date, the Borrower shall enter into and maintain
one or more Rate/FX Protection Agreements in form and substance reasonably satisfactory to the
Administrative Agent, with respect to an aggregate notional amount such that not less than 50% of
the aggregate principal amount of Term Loans outstanding at any time shall be subject to interest
rate protection agreements.



6.14 Actions Regarding Additional Development Excluded Subsidiaries.



A. Excluded Bank Accounts. The Company shall promptly deposit all revenue (net of
On-Site Cash related to such Excluded Casino) associated with the operation of the Excluded Casinos
in the Excluded Bank Accounts and the applicable Additional Development Excluded Subsidiary will
not have any access to or rights with respect to such revenue (nor any of the proceeds maintained
in the Excluded Bank Accounts) other than pursuant to the next sentence. The Company shall be
permitted, within 5 Business Days following the end of any calendar month, to release all amounts
on deposit in the Excluded Bank Accounts to the applicable Additional Development Excluded
Subsidiary; provided that at such time, the Company shall have received full reimbursement
for all operating and other expenses and liabilities (including associated gaming taxes) paid by
the Loan Parties prior to the date of such release pursuant to subsection 6.14B and not paid with
funds in the Excluded Bank Accounts.



B. Operating Expenses. Except as set forth in the following sentence, all expenses and
other costs in respect of the ownership, operation and maintenance of the Excluded Casinos shall be
paid, to the extent permitted by applicable law, by the Additional Development Excluded Subsidiary
that owns the associated Additional Development (or another Person that is not a Loan Party on
their behalf) and, if operating costs and expenses are required by applicable law to be paid by a
Loan Party, shall be paid solely from the Excluded Bank Accounts. To the extent that the proceeds
in the applicable Excluded Bank Accounts are insufficient to fund such operating costs and expenses
then due and payable, the Loan Parties shall (a) cause the applicable Additional Development
Excluded Subsidiary (or another Person that is not a Loan Party on their behalf) to promptly make
deposits into the Excluded Bank Accounts sufficient to cover all such costs and expenses, and/or
(b) be deemed to have utilized capacity to make Investments pursuant to an applicable clause of
subsection 7.3 to the extent of such costs and expenses (and the Company shall be permitted to make
such Investments), and/or (c) apply funds up to an amount of no more than $5,000,000 at any one
time unreimbursed, from other sources to pay such costs and expenses, and in the case of clause (c)
promptly deliver a notice of such payment to the applicable Additional Development Excluded
Subsidiary requesting immediate reimbursement to the Loan Parties in an amount equal to any such
expenses and costs paid, no later than 10 days after the receipt of such notice by such Additional
Development Excluded Subsidiary; provided that this reimbursement requirement will be
deemed satisfied if an equal amount is deposited, within such 10 day period, into the applicable
Excluded Bank Account by any other Excluded Subsidiary, the Parent, or any Affiliate of the Parent
other than a Loan Party or any other Person on an Excluded Subsidiary’s behalf.


 


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C. Only Permitted Arrangements. Subject to the next sentence, at any time prior to
the designation, pursuant to subsection 6.11C, of an Additional Development Excluded Subsidiary as
a Restricted Subsidiary, no Loan Party will (other than as permitted by subsection 7.3 and/or
7.17B(ii)) incur any liabilities or obligations (or enter into any contractual arrangements giving
rise thereto) in respect of such Additional Development Excluded
Subsidiary and such Additional Development Excluded Subsidiary shall not incur any liabilities
or obligations (or enter into any contractual arrangements giving rise thereto) in respect of the
Excluded Casino Interests or on behalf of any Loan Party, other than de minimis obligations and
duties implied at law; provided that the sharing of services among Loan Parties and
Additional Development Excluded Subsidiaries pursuant to agreements permitted pursuant to
subsection 7.10(xx) shall be permitted hereunder. Notwithstanding anything in this Agreement to
the contrary, the Loan Parties shall assume no liabilities (other than as permitted by the proviso
to the preceding sentence, subsection 7.3 and/or subsection 7.17B(ii)) in respect of any Additional
Development until the related Additional Development Excluded Subsidiary, as the case may be,
becomes a Loan Party, other than in respect of Excluded Casinos and Excluded Casino Interests (i)
to the extent required by Legal Requirements of Macau SAR and the Gaming Concession Contract and
(ii) following the receipt by the Administrative Agent of reasonably satisfactory documentation
evidencing indemnification obligations from the applicable Additional Development Excluded
Subsidiary, of the Loan Parties for any and all losses, costs, expenses and liabilities they may
incur as a result of such assumption.



6.15 Intercompany Contribution Agreement.



From and after the Closing Date, each Loan Party other than the Immaterial Subsidiaries shall
be a party to the Intercompany Contribution Agreement. Each Loan Party that is a party to the
Intercompany Contribution Agreement shall make contributions to the equity of the Borrower and any
other Loan Party as and when required pursuant to the terms of the Intercompany Contribution
Agreement.



Section 7. Borrower’s Negative Covenants.



The Company and the Borrower covenant and agree with each Lender and each Agent that on and
after the Closing Date until the Termination Date, the Company and the Borrower shall (and shall
cause the other Loan Parties to) perform all of the covenants set forth in this Section 7.



7.1 Indebtedness.



The Company and the Borrower shall not, and shall not permit any other Loan Party to, create,
incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect
to, any Indebtedness, except Indebtedness referred to below:




(i) Indebtedness in respect of the Obligations (including any New Revolving Loans and
New Term Loans incurred pursuant to subsection 2.9);




(ii) Indebtedness existing on the Closing Date and set forth on Schedule 7.1;


 


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(iii) Permitted Unsecured Indebtedness up to an aggregate principal amount outstanding
of $100,000,000; provided that such amount shall be increased to (x) $112,500,000 on
and after the VOL Casino Hotel Resort Opening Date and (y) $125,000,000 on and after the VOL
Casino Hotel Resort Substantial Operations Date; provided further that if,
after giving effect to any increase (pursuant to clauses (x) and (y) of this subsection
7.1(iii)) in the amounts set forth in this subsection 7.1(iii) after the
VOL Casino Hotel Resort Opening Date, an event described in subsection 2.4B(iii)(k)
occurs and the Borrower is required to make the prepayment required by subsection
2.4B(iii)(k), then (x) such amounts shall revert to the amounts in effect as of the Closing
Date, (y) no Potential Event of Default, Event of Default or breach of this Agreement shall
be deemed to have occurred based on any Indebtedness outstanding pursuant to this subsection
7.1(iii) in excess of such Closing Date amount and (z) no further Indebtedness may be
incurred pursuant to this subsection 7.1(iii) unless, after giving effect thereto, the
aggregate amount of all Indebtedness incurred and outstanding pursuant to this subsection
7.1(iii) shall be less than or equal to the Closing Date amount permitted to be incurred and
outstanding pursuant to this subsection 7.1(iii); and provided further that
if the Consolidated Leverage Ratio is less than 3.5 to 1.0 after giving effect to each such
incurrence of Permitted Unsecured Indebtedness, such Permitted Unsecured Indebtedness shall
be unlimited in amount;




(iv) the incurrence by any Loan Party of Permitted Unsecured Indebtedness up to an
aggregate principal amount outstanding at any time for all Loan Parties of $50,000,000;
provided that the Borrower or such Guarantor uses the proceeds of such Indebtedness
to finance Investments permitted hereunder in Excluded Subsidiaries;




(v) Contingent Obligations permitted by subsection 7.4 and upon any matured obligations
actually arising pursuant thereto, the Indebtedness corresponding to the Contingent
Obligations so extinguished;




(vi) Indebtedness owed to any Loan Party; provided that all such intercompany
Indebtedness shall be subordinated in right of payment to the payment in full of the
Obligations pursuant to the terms of a promissory note in form and substance reasonably
satisfactory to the Administrative Agent and/or an intercompany subordination agreement in
form and substance reasonably satisfactory to the Collateral Agent;




(vii) Indebtedness owed by any Loan Party to another Loan Party constituting an
Investment permitted under subsection 7.3; provided such Indebtedness is evidenced by a
promissory note in form and substance reasonably satisfactory to the Administrative Agent
and/or an intercompany subordination agreement in form and substance reasonably satisfactory
to the Collateral Agent;




(viii) Shareholder Subordinated Indebtedness (including any such Indebtedness incurred
for purposes of contributing to Consolidated Adjusted EBITDA as contemplated by the
definition of Consolidated Adjusted EBITDA);


 


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(ix) to the extent that such incurrence does not result in the incurrence by any Loan
Party of any obligation for the payment of borrowed money of others, Indebtedness of a Loan
Party incurred solely in respect of (x) performance bonds, completion guarantees, standby
letters of credit or bankers’ acceptances, letters of credit in order to provide security
for workers’ compensation claims, payment obligations in connection with self insurance or
similar requirements, surety and similar bonds and statutory claims of lessors, licensees,
contractors, franchisees or customers, and (y) bonds securing the
performance of judgments or a stay of process in proceedings to enforce a contested
liability or in connection with any order or decree in any legal proceeding;
provided that such Indebtedness described in clause (x) was incurred in the ordinary
course of business of the Loan Parties and all such Indebtedness pursuant to this subsection
7.1(ix) does not exceed in an aggregate principal amount outstanding under this clause at
any one time $120,000,000; provided that such amount shall be increased to (x)
$125,000,000 on and after the VOL Casino Hotel Resort Opening Date and (y) $130,000,000 on
and after the VOL Casino Hotel Resort Substantial Operations Date; provided
further that if, after giving effect to any increase in the amounts set forth in
this subsection 7.1(ix) after the VOL Casino Hotel Resort Opening Date, an event described
in subsection 2.4B(iii)(k) occurs and the Borrower is required to make the prepayment
required by subsection 2.4B(iii)(k), then such amounts shall revert to the amounts in effect
as of the Closing Date and (x) no Potential Event of Default, Event of Default or breach of
this Agreement shall be deemed to have occurred based on any Indebtedness outstanding
pursuant to this subsection 7.1(ix) in excess of such Closing Date amount and (y) no further
Indebtedness may be incurred pursuant to this subsection 7.1(ix) unless, after giving effect
thereto, the aggregate amount of all Indebtedness incurred and outstanding pursuant to this
subsection 7.1(ix) shall be less than or equal to the Closing Date amount permitted to be
incurred pursuant to this subsection 7.1(ix);




(x) with regard to any Other Resort Project (and provided that the Company
shall not have utilized the provisions of subsection 7.3(xix) with respect to the casino
“shell” associated with such Other Resort Project), the incurrence by the Borrower or the
Company of Permitted Unsecured Indebtedness in connection with the acquisition by SCL, the
Company or any of their Affiliates of such casino “shell” and related infrastructure (in
lieu of cash reimbursement of costs or other cash payments to the sellers or developers as
consideration for such “shell” and related infrastructure) in favor of the seller or
developer of such acquired property in an aggregate amount not to exceed $100,000,000 for
each such casino “shell” and related infrastructure;




(xi) the incurrence by any Loan Party of Indebtedness (which may include Capital Lease
obligations, mortgage financings or purchase money obligations), in each case incurred for
the purpose of financing or refinancing all or any part of the purchase price or cost of
construction, installation and/or improvement of property, plant or equipment used in the
business of the Loan Parties or the construction, installation, purchase or lease of real or
personal property or equipment (including Specified FF&E) (including any refinancings
thereof), in an aggregate principal amount not to exceed, at any time outstanding,
$50,000,000 plus any Refinancing Fees; provided that such amount shall be increased
to (x) $75,000,000 plus any Refinancing Fees on and after the VOL Casino Hotel Resort
Opening Date and (y) $100,000,000 plus any Refinancing Fees on and after the VOL Casino
Hotel Resort Substantial Operations Date; provided further that if, after
giving effect to any increase in the amounts set forth in this subsection 7.1(xi) after the
VOL Casino Hotel Resort Opening Date, an event described in subsection 2.4B(iii)(k) occurs
and the Borrower is required to make the prepayment required by subsection 2.4B(iii)(k),
then (x) such amounts shall revert to the amounts in effect as of the Closing Date, (y) no
Potential Event of Default, Event of Default or breach of this Agreement shall be deemed to
have occurred based on any Indebtedness outstanding
pursuant to this subsection 7.1(xi) in excess of such Closing Date amount and (z) no
further Indebtedness may be incurred pursuant to this subsection 7.1(xi) unless, after
giving effect thereto, the aggregate amount of all Indebtedness incurred and outstanding
pursuant to this subsection 7.1(xi) shall be less than or equal to the Closing Date amount
permitted to be incurred pursuant to this subsection 7.1(xi);


 


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(xii) Indebtedness arising from any agreement entered into by any Loan Party providing
for indemnification, purchase price adjustment or similar obligations, in each case,
incurred or assumed in connection with an Asset Sale permitted pursuant to subsection 7.7;




(xiii) to the extent constituting Indebtedness, the contractual payments required to be
made from time to time to Macau SAR under the Land Concession Contracts and the Gaming
Concession Contract and Indebtedness associated with any guarantees of such payments;
provided that the Administrative Agent have approved any such Land Concession
Contracts and documents evidencing such guarantees, including the amounts payable thereunder
(such approval not to be unreasonably withheld) as contemplated by the provisions hereof;




(xiv) to the extent it constitutes Indebtedness, obligations under Hedging Agreements
that are incurred (a) with respect to any Indebtedness that is permitted by the terms of
this Agreement to be outstanding or (b) for the purpose of fixing or hedging currency
exchange rate risk with respect to any currency exchanges and not for speculative purposes;




(xv) the incurrence by any Loan Party of Permitted Subordinated Indebtedness;




(xvi) Indebtedness represented by FF&E Facilities entered into pursuant to the terms
hereof, which may include HVAC-related Indebtedness (and Contingent Obligations in respect
thereof) in an aggregate principal amount not to exceed $350,000,000 at any time outstanding
(plus any Refinancing Fees), reduced by any permanent repayments of principal made thereon
(except in connection with a refinancing thereof); provided that such amount shall
be increased to (x) $425,000,000 plus any Refinancing Fees on and after the VOL Casino Hotel
Resort Opening Date and (y) $500,000,000 plus any Refinancing Fees on and after the VOL
Casino Hotel Resort Substantial Operations Date; provided further that if,
after giving effect to any increase in the amounts set forth in this subsection 7.1(xvi)
after the VOL Casino Hotel Resort Opening Date, an event described in subsection
2.4B(iii)(k) occurs and the Borrower is required to make the prepayment required by
subsection 2.4B(iii)(k), then (x) such amounts shall revert to the amounts in effect as of
the Closing Date, (y) no Potential Event of Default, Event of Default or breach of this
Agreement shall be deemed to have occurred based on any Indebtedness outstanding pursuant to
this subsection 7.1(xvi) in excess of such Closing Date amount and (z) no further
Indebtedness may be incurred pursuant to this subsection 7.1(xvi) unless, after giving
effect thereto, the aggregate amount of all Indebtedness incurred and outstanding pursuant
to this subsection 7.1(xvi)
shall be less than or equal to the Closing Date amount permitted to be incurred
pursuant to this subsection 7.1(xvi);


 


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(xvii) Indebtedness consisting of obligations permitted pursuant to subsection
7.17B(ii);




(xviii) the incurrence by any Loan Party of other Indebtedness comprising (a) Permitted
Unsecured Indebtedness, (b) Indebtedness of a type permitted pursuant to subsection 7.1(xi)
(but in addition to the dollar limitations in such subsection), and/or (c) Indebtedness of a
type permitted pursuant to clause 7.1(xvi) (but in addition to the dollar limitations in
such subsection), up to an aggregate principal amount outstanding at any time for all Loan
Parties of $50,000,000;




(xix) the Company or the Borrower may from time to time issue senior unsecured notes or
senior notes secured by a second priority Lien on the Collateral, and the Guarantors and the
Borrower 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 $1,000,000,000 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 3.5:1.0. 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;




(xx) the Company or the Borrower may issue from time to time, and the Guarantors and
the Borrowers may guarantee, senior secured notes, senior secured loans or any combination
thereof (“Permitted Bonds”) that rank pari passu with the Loans (“Permitted Bond Issuance”);
provided that: (i) the maturity date of such Permitted Bonds shall not be prior to
the latest Maturity Date of any Loan at the time of issuance of such Permitted Bonds, (ii)
after giving pro forma effect to any such issuance, the Consolidated Leverage Ratio is not
greater than 3.5:1.0, (iii) in the case of any senior secured term loans incurred pursuant
to this subsection 7.1(xx), the weighted average life to maturity of such loans shall be
equal to or greater than the remaining weighted average life to maturity of the Term Loans
at the time of such incurrence and (iv) the aggregate principal amount of Permitted Bonds
issued pursuant to all such Permitted Bond Issuances, together with all New Term Loan
Commitments and all New Revolving Loan Commitments, does not exceed $1,000,000,000 in the
aggregate at any time outstanding. Any holder of Indebtedness incurred pursuant to this
subsection 7.1(xx) (or its representative or agent) shall accede to the Collateral Agency
Agreement; provided that, the parties to the Collateral Agency Agreement may agree
to amendments to


 


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 the Collateral Agency Agreement to accommodate any such holder of
Indebtedness (or its representative or agent); provided further that in the event that any
such holder of Indebtedness does not agree to acceding to the Collateral Agency Agreement,
the Collateral Agent shall enter into an amendment to the Collateral Agency Agreement or
enter into another intercreditor agreement in customary form under then current market
conditions, in each case in form and substance reasonably satisfactory to the Administrative
Agent. In addition, the Collateral Agent is hereby authorized and directed to enter into
any amendments to the Collateral Documents as may be reasonably requested by the Borrower in
order to facilitate such an issuance of Permitted Bonds, 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; and




(xxi) Credit Agreement Refinancing Indebtedness.



7.2 Liens and Related Matters.



A. Prohibition on Liens. The Company and the Borrower shall not, and shall not permit
any other Loan Party to create, incur, assume or permit to exist any Lien on or with respect to any
property or asset of any kind (including any document or instrument in respect of goods or accounts
receivable) of the Company, the Borrower or such Loan Party, whether now owned or hereafter
acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain
in effect, any financing statement or other similar notice of any Lien with respect to any such
property, asset, income or profits under the Uniform Commercial Code of any state or under any
similar recording or notice statute under any local or foreign law, except Permitted Liens.



B. Equitable Lien in Favor of Lenders. If a Loan Party shall create or assume any
Lien upon any of its properties or assets, whether now owned or hereafter acquired, other than
Permitted Liens, such Loan Party shall make or cause to be made effective provision whereby the
Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness
secured thereby as long as any such Indebtedness shall be so secured; provided that,
notwithstanding the foregoing, this covenant shall not be construed as a consent by Requisite
Lenders to the creation or assumption of any such Lien which is not a Permitted Lien.



C. No Further Negative Pledges. Except with respect to specific property encumbered
to secure payment of particular permitted Indebtedness or other obligations or leases or to be sold
pursuant to an executed agreement with respect to an Asset Sale, no Loan Party shall enter into any
agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets,
whether now owned or hereafter acquired other than (i) as provided herein or in the other Loan
Documents, (ii) as provided in an FF&E Facility and the guarantees and collateral documents
relating thereto, (iii) as contained in the Gaming Concession Contract, the Gaming Concession
Consent, the Land Concessions Consent, or as otherwise required by applicable law or any applicable
rule or order of Macau SAR or the Macau Gaming Authority, (iv) in any Non-Recourse Financing
regarding an Excluded Casino Interest, (v) by reason of customary non-assignment provisions in
leases entered into the ordinary course of business and consistent with past practices and any
leases permitted hereunder, (vi) provisions with respect to the disposition or distribution of
assets or property in joint


 


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 venture agreements and other similar agreements relating to the assets or property of such Joint Ventures or covered by such joint
venture agreements, (vii) restrictions on cash or other deposits or net worth imposed by customers
under contracts entered into in the ordinary course of business, (viii) customary restrictions
imposed by asset sale or stock purchase agreements relating to a permitted Asset Sale or other sale
of assets by any Loan Party, (ix) as set forth in any agreement relating to Indebtedness or other
obligations permitted to be secured by Permitted Liens other than Indebtedness permitted to be
incurred pursuant to subsections 7.1 (vi) or (vii) so long as such restrictions only extend to the
assets secured by Permitted Liens, (x) as set forth in any agreement relating to Indebtedness
permitted pursuant to subsections 7.1(xviii), (xix), 7.1(xx) and 7.1(xxi) hereof, and (xi) 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 (i) through (x) above
(provided, that, except in the case of clause (i), 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 the
creation and assumption of Liens than those contained in the restrictions as to the creation or
assumption of Liens prior to such amendment, modification, restatement, renewal, increase,
supplement, extension, refunding, replacement or refinancing).



D. No Restrictions on Subsidiary Distributions and Investments. The Company and the
Borrower will not, and will not permit any other Loan Party to, create or otherwise cause or suffer
to exist or become effective any consensual encumbrance or restriction of any kind on the ability
of any Restricted Subsidiary to (i) pay dividends or make any other distributions on any of their
Restricted Subsidiaries’ capital stock owned by a Loan Party, (ii) repay or prepay any Indebtedness
owed by such Restricted Subsidiary to any other Loan Party, (iii) make loans or advances to, or
investments in, any Loan Party, or (iv) transfer any of its property or assets to the Borrower or
the Company, other than in each case (a) as provided herein or in the other Loan Documents, (b) as
provided in any FF&E Facility and any related collateral documents and guarantees, or in any
agreement relating to Permitted Subordinated Indebtedness, or in any intercompany subordination
agreement or Indebtedness permitted to be incurred pursuant to subsection 7.1(iii) or (xi), (c) by
reason of customary non-assignment provisions in leases entered into the ordinary course of
business and consistent with past practices and any leases permitted hereunder, (d) purchase money
obligations for property or Capital Lease obligations for property or equipment, including
Specified FF&E, acquired or leased in the ordinary course of business that impose restrictions of
the nature set forth in clause (iv) above on the property so acquired, (e) provisions with respect
to the disposition or distribution of assets or property in joint venture agreements and other
similar agreements relating to the assets or property of such Joint Ventures or covered by such
joint venture agreements, (f) restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of business, (g) customary
restrictions imposed by asset sale or stock purchase agreements relating to a permitted Asset Sale
or other sale of assets by any Loan Party, (h) with respect to restrictions of the type set forth
in clause (iv) above, as set forth in any agreement relating to Indebtedness permitted to be
secured by Permitted Liens other than Indebtedness permitted to be incurred pursuant to subsections
7.1 (vi) or (vii) so long as such restrictions only extend to the assets secured by such Permitted
Liens, (i) as set forth in any agreement relating to Indebtedness permitted pursuant to subsections
7.1(xviii), 7.1(xix), 7.1(xx) and 7(xxi) hereof, (j) as set forth in any agreement relating to
indebtedness permitted to be secured by a Permitted Lien pursuant


 


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 to clause (xxi) of the definition thereof, (k) 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, except in the case of clause
(a), 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 (l) as
contained in the Gaming Concession Contract, Gaming Concession Consent, the Land Concessions
Consent or as otherwise required by any Legal Requirement of Macau SAR or the Macau Gaming
Authority.



7.3 Investments; Joint Ventures; Formation of Subsidiaries.



The Company and the Borrower shall not, and shall not permit any other Loan Party to make or
own any Investment in any Person, including any Joint Venture, or otherwise form or create any
Restricted Subsidiary, other than as set forth in this Section 7.3:




(i) the Loan Parties may make and own Investments in Cash Equivalents; provided
that proceeds of the Loans may not in any case be invested in Cash Equivalents denominated
in any currency other than Dollars, Patacas and/or HK Dollars;




(ii) Investments existing on the Closing Date and described in Schedule 7.3;




(iii) Investments (including the formation or creation of a Subsidiary) by any Loan
Party in any other Loan Party;




(iv) any Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to and in compliance with this Agreement;




(v) receivables owing to the Company or any other Loan Party if created or acquired in
the ordinary course of business and payable or dischargeable in accordance with customary
trade terms; provided, however, that such trade terms may include such
concessionary trade terms as the Company or such Loan Party deems reasonable under the
circumstances;




(vi) payroll, travel and similar advances to cover matters that are expected at the
time of such advances ultimately to be treated as expenses for accounting purposes and that
are made in the ordinary course of business, provided that any such advances in
respect of an Excluded Casino shall only be permitted if made from an Excluded Bank Account;




(vii) the Loan Parties may invest in any Excluded Subsidiary, Joint Venture or Supplier
Joint Venture any cash or other property contributed to the Loan Parties either (x) in
exchange for common equity of the Company issued to the Company’s direct or indirect parent,
or (y) in the form of Shareholder Subordinated Indebtedness by the Parent or any of its
Affiliates or Related Parties, in each case for such purpose;


 


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(viii) [Reserved];




(ix) the Loan Parties may make Consolidated Capital Expenditures permitted by
subsection 7.14;




(x) so long as no Potential Event of Default or Event of Default shall have occurred
and be continuing, the Loan Parties may make cash Investments in Excluded Subsidiaries or
Joint Ventures consisting of (a) Cash and Cash Equivalents of up to $100,000,000 in the
aggregate at any time outstanding (provided that such amount shall be increased to
(x) $125,000,000 on and after the VOL Casino Hotel Resort Opening Date and (y) $150,000,000
on and after the VOL Casino Hotel Resort Substantial Operations Date) and (b) guarantees of
up to $400,000,000 in the aggregate of Indebtedness of, or performance by, any Excluded
Subsidiaries or Joint Ventures, provided that the Consolidated Leverage Ratio is
less than 3.5 to 1.0 after giving effect to each such Investment; provided
further that notwithstanding the foregoing, the Loan Parties may not make
Investments in Joint Ventures pursuant to this clause (x) in excess of $50,000,000 in the
aggregate at any time outstanding (provided that such amount shall be increased to
(x) $75,000,000 on and after the VOL Casino Hotel Resort Opening Date and (y) $100,000,000
on and after the VOL Casino Hotel Resort Substantial Operations Date); provided that
if, after giving effect to any increase in the amounts set forth in this subsection 7.3(x)
after the VOL Casino Hotel Resort Opening Date, an event described in subsection
2.4B(iii)(k) occurs and the Borrower is required to make the prepayment required by
subsection 2.4B(iii)(k), then (x) such amounts shall revert to the amounts in effect as of
the Closing Date, (y) no Potential Event of Default, Event of Default or breach of this
Agreement shall be deemed to have occurred based on any Investments outstanding pursuant to
this subsection 7.3(x) in excess of such Closing Date amount and (z) no further Investments
may be made pursuant to this subsection 7.3(x) unless, after giving effect thereto, the
aggregate amount of all Investments outstanding pursuant to this subsection 7.3(x) shall be
less than or equal to the Closing Date amount permitted to be made and outstanding pursuant
to this subsection 7.3(x);




(xi) the Loan Parties may make Investments in Excluded Subsidiaries or Joint Ventures,
not to exceed $50,000,000 in the aggregate at any time outstanding;




(xii) Investments made by the Company in any Additional Development Excluded Subsidiary
which result solely from such Additional Development Excluded Subsidiary receiving the Net
Casino Cash Flow from an Excluded Bank Account as permitted pursuant to the terms hereof;




(xiii) any payment made by the Company or any other Loan Party related to the operation
or maintenance of an Excluded Casino which payment was made by a Loan Party from a source
other than an Excluded Bank Account; provided that either (a) such Loan Party shall
have been reimbursed for such payment within 10 days of such disbursement from sources other
than cash or other assets of a Loan Party or (b) such payment is otherwise permitted under
this Section 7.3 (excluding the provisions of clause (xii) and this clause (xiii));


 


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(xiv) so long as no Potential Event of Default shall have occurred or be continuing,
and so long as the Consolidated Leverage Ratio is less than 3.5 to 1.0 after giving effect
to each such Investment, the Loan Parties may make cash Investments in the Excluded
Subsidiaries in an aggregate amount at any time outstanding not to exceed the sum of (1) the
Initial Amount, plus 50% of (2) (A) the Consolidated Net Income of the Loan Parties
for the period (taken as one accounting period) from the Closing Date to the end of the
Company’s most recently ended Fiscal Quarter for which internal financial statements are
available (or, in the case such Consolidated Net Income for such period is a deficit, minus
100% of such deficit), less (B) the amount paid or to be paid in respect of such
period pursuant to subsection 7.5(iv) to shareholders or members other than the Company,
plus (3) without duplication, 100% of the aggregate net cash proceeds received by
the Company since the Closing Date from capital contributions or the issue or sale of equity
Securities (excluding any such proceeds used for clause (vii) above or clause (xx) below) or
debt Securities of the Company that have been converted into or exchanged for such equity
Securities of the Company (other than equity Securities or such debt Securities of the
Company sold to a Loan Party), plus (4) to the extent not otherwise included in the
Loan Parties’ Consolidated Net Income, 100% of the cash dividends or distributions or the
amount of cash principal and interest payments (other than dividends or payments received by
the Loan Parties to pay obligations of or related to the Additional Development Excluded
Subsidiaries (including for the payment of income taxes in respect thereof)) received since
the Closing Date by a Loan Party from any Excluded Subsidiary or in respect of any Joint
Venture in which an Investment was made pursuant to any clause of this subsection 7.3 other
than clause (xii), until the entire amount of the Investment in such Excluded Subsidiary has
been received, and 50% of such amounts thereafter; provided in each case that such
cash proceeds have not been committed or used for any other purpose; provided,
further, however, that in the event that the Loan Parties convert an
Excluded Subsidiary to a Restricted Subsidiary, the Loan Parties may add back to this clause
the aggregate amount of any Investment in such Subsidiary that was an Investment made
pursuant to subsection 7.3 (other than pursuant to clause (xii) above) at the time of such
Investment;




(xv) the Loan Parties may hold investments consisting of securities or other
obligations received in settlement of debt created in the ordinary course of business and
owing to the Loan Parties or in satisfaction of judgments;




(xvi) the Loan Parties may incur any Indebtedness permitted under subsection 7.1 and
any Contingent Obligation permitted under subsection 7.4 to the extent such Indebtedness or
Contingent Obligation constitutes an Investment;




(xvii) any Loan Party may make loans or advances to employees or directors or former
employees or directors of any Loan Party in an amount not to exceed $4,000,000 in the
aggregate outstanding at any time;


 


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(xviii) the Loan Parties may make other Investments, not to exceed $50,000,000 in the
aggregate at any time outstanding; provided that such amount shall be increased to
(x) $75,000,000 on and after the VOL Casino Hotel Resort Opening Date and (y) $100,000,000
on and after the VOL Casino Hotel Resort Substantial Operations Date;
provided that if, after giving effect to any increase in the amount set forth
in this subsection 7.3(xviii) after the VOL Casino Hotel Resort Opening Date, an event
described in subsection 2.4B(iii)(k) occurs and the Borrower is required to make the
prepayment required by subsection 2.4B(iii)(k), then (x) such amount shall revert to the
amount in effect as of the Closing Date, (y) no Potential Event of Default, Event of Default
or breach of this Agreement shall be deemed to have occurred based on any Investments
outstanding pursuant to this subsection 7.3(xviii) in excess of such Closing Date amount and
(z) no further Investments may be made pursuant to this subsection 7.3(xviii) unless, after
giving effect thereto, the aggregate amount of all Investments outstanding pursuant to this
subsection 7.3(xviii) shall be less than or equal to the Closing Date amount permitted to be
made and outstanding pursuant to this subsection 7.3(xviii);




(xix) so long as no Potential Event of Default or Event of Default shall have occurred
and be continuing, with regard to each of Site 3, Site 7, and Site 8, the Loan Parties may
make Investments of up to $200,000,000 at any time outstanding per Site constituting a
prepayment for the casino and showroom and/or retail “shell” referred to below to an
Excluded Subsidiary developing the Other Casino Resort to be located thereon;
provided that (a) such Excluded Subsidiary has obtained all permits and approvals
necessary, at the time such Investment is made, from Macau SAR to develop a casino resort on
the applicable Site consistent with the plans and specifications relevant to the applicable
Casino Operation Project to be located within such Other Casino Resort, and (b) at or prior
to the time such Investment is made, such Excluded Subsidiary has executed an agreement (and
a Contract Consent to the collateral assignment thereof to the Lenders), in form and
substance reasonably satisfactory to the Administrative Agent, to deliver to the Company the
casino and showroom and/or retail “shell” to be developed within such Other Casino Resort
upon its completion, prior to an agreed date certain, for no further consideration and free
and clear of all Liens other than Permitted Liens;




(xx) the Loan Parties may make Investments out of the proceeds of the substantially
concurrent sale or issuance of equity Securities of the Company;




(xxi) so long as no Potential Event of Default or Event of Default shall have occurred
and be continuing, the Loan Parties may make Investments in Excluded Subsidiaries developing
Other Resort Projects to be located on one or more of Sites 3, 7, and 8 in the form of loans
of up to $200,000,000 in the aggregate at any one time outstanding; provided that
the proceeds of such loans are employed by such Excluded Subsidiaries for payment of costs
and expenses in connection with the development of such Other Resort Projects;




(xxii) so long as no Potential Event of Default or Event of Default shall have occurred
and be continuing, the Loan Parties may make Investments in the form of loans to Affiliates
of the Loan Parties that are not Loan Parties, provided that (a) such Indebtedness
is incurred by such Affiliates for the purpose of financing or refinancing the acquisition
and/or equipping of ferry vessels to provide ferry service to or from Macau, (b) such loans
made by the Loan Parties shall be secured on a first-priority basis by the assets so
acquired by such Affiliates, (c) the proceeds of any such loans may also be used to repay
indebtedness owing to third-parties and (d) the aggregate outstanding principal
amount of such loans, together with the maximum aggregate amount of all Contingent
Obligations then outstanding to Affiliates pursuant to subsection 7.4(viii), shall at no
time exceed $250,000,000;


 


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(xxiii) Investments in lieu of Restricted Payments under subsections 7.5(vii), (viii)
or (ix), provided that (i) the Company shall deliver an Officer’s Certificate at the
time of making any such Investment designating the Restricted Payment subsection from which
availability is being applied to make such Investment, (ii) any such Investment shall reduce
Restricted Payment capacity under such subsection on a Dollar-for-Dollar basis by an amount
equal to such Investment, (iii) if such Investment is in the form of a Indebtedness, such
Indebtedness shall be non-recourse to the Company and the Restricted Subsidiaries and (iv)
if such Investment is in the form of equity there shall be no further obligation by the
Company or any Restricted Subsidiary to provide funds (whether by way of a loan, equity
contribution or otherwise) or otherwise provide any credit support thereafter;




(xxiv) Investments in Site 3, Site 7 and Site 8 and in Additional Developments in an
aggregate amount at any time outstanding not to exceed $1,000,000,000; and




(xxv) Investments in restaurant, retail or entertainment venues in an aggregate amount
not to exceed $50,000,000 at any time outstanding.



Notwithstanding anything to the contrary in this subsection 7.3, any cash Investments in the form
of debt made in any Excluded Subsidiary shall be made in the form of intercompany loans from a Loan
Party to such Excluded Subsidiary evidenced by a promissory note, which shall be pledged to the
Collateral Agent as Collateral for the Obligations.




7.4 Contingent Obligations.



The Company and the Borrower shall not, and shall not permit any other Loan Party to create or
become or remain liable with respect to any Contingent Obligation, except:




(i) any Loan Party may become and remain liable with respect to Contingent Obligations
under Rate/FX Protection Agreements or other Hedging Agreements;




(ii) the Loan Parties may become and remain liable with respect to Contingent
Obligations (a) for Indebtedness permitted under subsection 7.1 to the extent a Loan Party
is permitted to incur such Indebtedness under subsection 7.1 or (b) for other obligations of
wholly-owned Restricted Subsidiaries;




(iii) the Loan Parties may become and remain liable for customary indemnities under the
Project Documents;




(iv) Investments permitted under subsection 7.3 to the extent they constitute
Contingent Obligations;


 


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(v) the Loan Parties may become liable for Contingent Obligations made on behalf of
Excluded Subsidiaries and Joint Ventures in an amount, when aggregated (without duplication)
with: (a) the amount of Investments made in Cash and Cash Equivalents pursuant to subsection
7.3(x)(a), (b) the amount of Contingent Obligations made on behalf of Affiliates pursuant to
subsection 7.4(viii), (c) the amount of Investments made in the form of loans to Affiliates
pursuant to subsection 7.3(xxii), and (d) all other Contingent Obligations incurred pursuant
to this clause, not to exceed $350,000,000 at any time, so long as both before and after
giving effect to the incurrence of such Contingent Obligation, no Potential Event of Default
or Event of Default has occurred or is continuing; provided that, notwithstanding the
foregoing, the Loan Parties may not become liable for Contingent Obligations made on behalf
of Joint Ventures in excess of $75,000,000 in the aggregate;




(vi) the Loan Parties may become and remain liable with respect to other Contingent
Obligations, provided that the maximum aggregate liability, contingent or otherwise,
of the Loan Parties in respect of all such Contingent Obligations shall at no time exceed
$20,000,000;




(vii) Contingent Obligations for reimbursement of the Concession Guarantor or other
guarantors of payment under the Land Concession Guaranties and/or Gaming Concession
Guaranty; and




(viii) the Loan Parties may become and remain liable with respect to Contingent
Obligations made on behalf of Affiliates of the Loan Parties that are not Loan Parties,
provided that (a) such Contingent Obligations support Indebtedness incurred for the
purpose of financing or refinancing the acquisition and/or equipping of ferry vessels to
provide ferry service to or from Macau, (b) such Indebtedness is not owed to Loan Parties or
any Affiliate of any Loan Party, and (c) the maximum aggregate liability, contingent or
otherwise, of the Loan Parties in respect of all such Contingent Obligations, together with
all Investments made pursuant to subsection 7.3(xxii) then outstanding, shall at no time
exceed $250,000,000.



7.5 Restricted Payments.



The Company and the Borrower shall not, and shall not permit any other Loan Party to declare,
order, pay, make or set apart any sum for any Restricted Payment, except Restricted Payments
referred to below:




(i) the Loan Parties may make regularly scheduled or required payments of interest (by
capitalizing such interest, or, so long as no Potential Event of Default or Event of Default
shall have occurred and be continuing, in cash) in respect of any Permitted Subordinated
Indebtedness of the Loan Parties in accordance with the terms of, and only to the extent
required by the agreement pursuant to which such Permitted Subordinated Indebtedness was
issued;


 


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(ii) so long as no Potential Event of Default or Event of Default shall have occurred
and be continuing, the Company shall be permitted to pay dividends with the
Net Asset Sale Proceeds received from a Permitted Asset Disposition of the Venetian
Macao Mall, the Four Seasons Macao Mall, the Four Seasons Macao Resort Project or (after the
VOL Casino Hotel Resort Substantial Operations Date) the St. Regis Hotel (including any
complementary suites or “apart-hotels” comprising a portion thereof or any equity interests
in the entity owning such complimentary suites or
apart-hotels”) following the application of Net Asset Sale Proceeds to prepay Loans and
reduce commitments to the extent required by subsection 2.4B(iii)(a);




(iii) the Loan Parties may (i) redeem or repurchase any equity interests in the Loan
Parties held by minority shareholders or any Indebtedness of the Company and its
Subsidiaries to the extent such ownership by minority shareholders is no longer required by
any Legal Requirement imposed by Macau SAR or any applicable Macau Gaming Authority in order
to preserve a Gaming License, including as required pursuant to Articles 25 and 26 of the
Gaming Concession Contract or (ii) replace a minority shareholder with another minority
shareholder;




(iv) if, during any taxable year, the Parent (or any member of the consolidated group
of which the Parent is the common parent) has Section 951(a) Income, the Company may make
cash distributions to its common shareholders, in an annual aggregate amount not to exceed
(A) the amount of U.S. Federal income tax payments made by the Parent (or any member of the
consolidated group of which the Parent is the common parent) in respect of Section 951(a)
Income for the corresponding taxable year, net of (B) applicable federal income credits
and/or deductions available to the Parent and any member of the consolidated group of which
the Parent is the common parent attributable to the operations of the Loan Parties (any such
distributions referred to herein as a “Tax Distribution”); provided that such Tax
Distributions shall be made during the 30-day period preceding the due date for the filing
of any Tax return with respect to which the Parent (or any member of the consolidated group
of which the Parent is the common parent) is required to make a payment described in this
Section 7.5(iv);




(v) the Loan Parties may make Restricted Payments to other Loan Parties;




(vi) to the extent such payments would be restricted payments, the Company may make
regularly scheduled or required payments to Macau SAR pursuant to the Gaming Concession
Contract and any Land Concession Contract in accordance with the terms thereof as such are
in effect on the Closing Date or as amended pursuant to the terms hereof;




(vii) so long as no Potential Event of Default or Event of Default shall have occurred
and be continuing, the Company may pay dividends in respect of its common stock (a) in an
amount of up to $500,000,000 (less, on a Dollar-for-Dollar basis, any Investments made
pursuant to subsection 7.3(xxiii) in lieu of such Restricted Payment) in the aggregate in
any Fiscal Year if, after giving effect to such payment, the Consolidated Leverage Ratio is
less than 4.0 to 1.0 but greater than or equal to 3.5 to 1.0, and (b) in an unlimited amount
if, after giving effect to such payment, the Consolidated Leverage Ratio is less than 3.5 to
1.0;



 


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(viii) the Company may make Restricted Payments to SCL to enable SCL and/or its
Subsidiaries to pay amounts due under (a) Investments made in accordance with subsection
7.3(xxii) or (b) loans incurred by SCL and/or its Subsidiaries from third parties for the
purpose of financing or refinancing the acquisition and/or equipping of any ferry vessels to
provide ferry service to or from Macau;




(ix) so long as no Potential Event of Default or Event of Default shall have occurred
and be continuing, the Loan Parties may make other Restricted Payments in an amount not to
exceed $5,000,000 (less, on a Dollar-for-Dollar basis, any Investments made pursuant to
subsection 7.3(xxiii) in lieu of such Restricted Payment) in the aggregate, in any Fiscal
Year; and




(x) in connection with any Specified Equity Contribution, the Company may make a
Restricted Payment within five Business Days after delivery of financial statements for any
Fiscal Quarter or Fiscal Year pursuant to subsection 6.1 in an amount not to exceed the
amount, if any, by which (A) equity contributions made by the Parent or any of its
Affiliates (other than any Loan Party) to the Company (other than cash contributions
(including, without limitation, by way of subscription, “supplementary payments” or capital
contributions (whether or not resulting in additional paid in capital)) and/or proceeds of
Shareholder Subordinated Indebtedness incurred by the Company during (or within 15 days
after the end of) such Fiscal Quarter or the last Fiscal Quarter of such Fiscal Year,
exceeds (B) such Specified Equity Contribution.



7.6 Financial Covenants.



A. Minimum Consolidated Interest Coverage Ratio. The Company and the Borrower will
not permit the Consolidated Interest Coverage Ratio as of the last day of any Fiscal Quarter to be
less than 2.5:1.0.



B. Maximum Consolidated Leverage Ratio. The Company and the Borrower shall not permit
the Consolidated Leverage Ratio as of the last day of any Fiscal Quarter set forth below to be
greater than the ratio set forth opposite such date:



	 	 	 	 	 
	 	 	Maximum	 
	 	 	Consolidated	 
	Full Fiscal Quarter following the Closing Date	 	Leverage Ratio	 
	First through Sixth
	 	4.50:1.0	 
	Seventh through Twelfth
	 	4.00:1.0	 
	Thirteenth through Sixteenth
	 	3.50:1.0	 
	Seventeenth through Twentieth
	 	3.00:1.0	 





 


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7.7 Restriction on Fundamental Changes; Asset Sales and Acquisitions.



The Company and the Borrower shall not, and shall not permit any other Loan Party to, alter
the corporate, capital or legal structure (except with respect to changes in corporate, capital or
legal structure to the extent a Change of Control does not occur as a result thereof) of any Loan
Party, or merge or consolidate, or liquidate, wind-up or dissolve itself (or suffer any
liquidation or dissolution), or convey, sell, abandon, lease or sub-lease (as lessor or
sublessor), license or sublicense, transfer or otherwise dispose of, in one transaction or a series
of transactions, all or any part of its business, property or assets, whether now owned, leased,
licensed or hereafter acquired (other than inventory or goods in the ordinary course of business),
or acquire by purchase or otherwise all or substantially all the business, property or fixed assets
of, or stock or other evidence of beneficial ownership of, any Person or any division or line of
business of any Person, except:




(i) as permitted under the terms of this Agreement or any other Loan Document;




(ii) the Loan Parties may dispose of obsolete, worn out or surplus assets or assets no
longer used or useful in the business of the Loan Parties in each case to the extent in the
ordinary course of business, provided that either (i) such disposal does not
materially adversely affect the value of the Collateral or (ii) prior to or promptly
following such disposal any such property shall be replaced with other property of
substantially equal utility and a value at least substantially equal to that of the replaced
property when first acquired and free from any Liens other than Permitted Liens and by such
removal and replacement the Loan Parties shall be deemed to have subjected such replacement
property to the Lien of the Collateral Documents in favor of Lenders, as applicable;




(iii) the Loan Parties may incur Liens permitted under subsection 7.2;




(iv) the Loan Parties may have an Event of Loss;




(v) the Restricted Subsidiaries or the Borrower may issue equity Securities to the
Company or to any other Restricted Subsidiary or the Borrower, and the Company, so long as
such issuance would not trigger a Change of Control, may issue equity Securities to any
Person;




(vi) the Loan Parties may (a) enter into leases or licenses to use in the ordinary
course of business with respect to any space (including any “complementary accommodations”)
on or within a Project or (b) be a party to any lease or license to use in effect on the
Closing Date, each of which lease of, or license to use, real property is set forth on
Schedule 7.7 hereto (as such lease may be amended, modified or supplemented in
accordance with the terms of this Agreement); provided that, in the case of clause
(a), (1) no Event of Default or Potential Event of Default shall exist and be continuing at
the time of such lease or license to use or would occur after or as a result of entering
into such lease or license to use (or immediately after any renewal or extension thereof at
the option of the Loan Parties), (2) such lease or license to use will not materially
interfere with, impair or detract from the operation of the business of the Loan Parties,
(3) such lease or license to use is at a fair market rent or value (in light of other
similar or comparable prevailing commercial transactions) and contains such other terms such
that the lease or license to use, taken as a whole, is commercially reasonable and fair to
the Loan Parties in light of prevailing or comparable transactions in


 


169









 







other casinos, hotels,
hotel attractions, convention centers or shopping venues or other applicable venues,
(4) no gaming or casino operations may be conducted on any space that is subject to such
lease or license to use other than by the Company and only in accordance with the Gaming
Concession Contract and all other applicable Legal Requirements and compliance by the Loan
Parties with the other terms of this Agreement, (5) no lease may provide that the Loan
Parties may subordinate their fee, condominium or leasehold interest to any lessee or any
party financing any lessee (other than lenders financing residential interests in
complementary accommodations, to the extent of the interest being financed), and (6) the
tenant under such lease or license to use shall provide the Administrative Agent on behalf
of the Lenders with a Subordination, Non-Disturbance and Attornment Agreement substantially
in the form of Exhibit R hereto (unless the terms of such lease are substantially
identical or more favorable to the Loan Parties than such Exhibit with regard to the matters
set forth therein) with such changes as Administrative Agent may approve, which approval
shall not be unreasonably withheld or delayed;




(vii) any Restricted Subsidiary may be merged or consolidated with (or liquidated or
dissolved into) any other Guarantor or the Borrower;




(viii) the Loan Parties may make Permitted Asset Dispositions; provided that
(a) no Event of Default or Potential Event of Default shall exist and be continuing at the
time of the consummation of such Permitted Asset Disposition or would occur as a result
thereof, (b) the Administrative Agent shall have received reasonably satisfactory evidence
that reciprocal easement arrangements, condominium by-laws or deeds of mutual covenant,
reasonably satisfactory in form and substance to the Administrative Agent, shall have been
entered into between the Loan Parties and the purchaser of such Project or shall otherwise
be effective to govern such Project and run in favor of the Loan Parties as reasonably
required by the Administrative Agent, (c) the Administrative Agent shall have received a
certificate of the Company that such Permitted Asset Disposition will not (other than to a
de minimis extent) increase the risk of any loss of or reversion under the Gaming Concession
Contract or any relevant Land Concession Contract (other than the VOL Land Concession
Contract prior to the VOL Casino Hotel Resort Substantial Operations Date), (d) in the case
of Permitted Asset Dispositions comprising any portion of the Venetian Macao Overall Project
or the Four Seasons Macao Overall Project (1) such sale could not reasonably be expected to
materially adversely impact the ability of the Company to obtain, or the timing of the
Company’s receipt of, (x) an Occupation Certificate regarding such Projects or (y) the final
registration of the Venetian Macao Land Concession Contract and (2) except in the case of a
Permitted Asset Disposition consisting of a sale of the Four Seasons Macao Mall or the
Venetian Macao Mall or any complementary accommodations, there shall be no remaining
material obligations necessary to be fulfilled in order to obtain a final registration of
the Venetian Macao Land Concession Contract (other than obligations the satisfaction of
which are not affected by the lack of ownership or possession of the assets sold in such
Permitted Asset Disposition), and (e) the proceeds of any such Permitted Asset Disposition
shall be applied in accordance with the terms of this Agreement;




(ix) (a) subject to clause (4) of subsection 7.7(vi) above, the Borrower may sell,
lease, license or otherwise transfer assets to a Guarantor and any Guarantor may sell,
lease, license or otherwise transfer assets to any other Guarantor or to the Borrower, and
(b) the Loan Parties may sell, lease, license or otherwise transfer assets to Excluded
Subsidiaries and Joint Ventures to the extent permitted by subsection 7.3;


 


170









 






(x) the Loan Parties may license or sublicense trademarks and trade names in the
ordinary course of business;




(xi) licenses and sublicenses of intellectual property in the ordinary course of
business;




(xii) the Loan Parties may sell receivables for fair market value in the ordinary
course of business;




(xiii) sales, transfers and other dispositions permitted by subsections 7.10(xvii) and
7.10(xxiii);




(xiv) the Cotai Subsidiary may, following the execution of a Casino Operation Land
Concession Contract between Macau SAR and the Cotai Subsidiary, sell, transfer, assign or
sublease or license to use such Casino Operation Land Concession Contract to a developer or
other Person pursuant to documentation, and on terms and conditions (including (a) the full
release of any further obligations of any Loan Party pursuant to or under such Casino
Operation Land Concession Contract (except for customary or other reasonably appropriate
indemnities, in each case with respect to title representations, and except for obligations
arising by law relating to the Company’s operation or potential operation of any casino or
gaming area to be developed on the Site subject to such Casino Operation Land Concession
Contract or the Company’s ownership of the casino/showroom/retail “shell” on such Site and
the unit within such shell), and (b) a sale price (or other cash reimbursement mechanism)
payable by such purchaser in cash, simultaneously with such transfer, in an amount at least
equal to all amounts previously expended by any Loan Party with regard to such Casino
Operation Land Concession Contract and all costs previously expended by any Loan Party with
respect to the development of the associated Property, other than permitting fees,
attorneys’ fees and expenses, architects’ fees and expenses and other similar fees and
expenses in an aggregate amount of less than $5,000,000), reasonably satisfactory to the
Administrative Agent, to allow such developer or other Person to build, develop, own and
operate an Other Resort Project;




(xv) the Loan Parties may convey, sell lease, license or otherwise dispose of assets in
transactions that do not constitute Asset Sales due to clause (iii) in the parenthetical
clause of the definition thereof;




(xvi) subject to subsection 7.11, the Loan Parties may make Asset Sales of assets
having a fair market value not in excess of $40,000,000 in the aggregate; provided
in each case that (1) the consideration received for such assets shall be in an amount at
least equal to the fair market value thereof in the judgment of the Company; and (2) at
least 75% of the consideration received shall be cash or Cash Equivalents; provided further
that for purposes of clause (2), the amount of any liabilities (as shown on the Company’s or
any its Restricted Subsidiary’s most recent balance sheet) of the Company
or any of its Restricted Subsidiaries (other than liabilities that are by their terms
subordinated to the Obligations) that are assumed by the transferee of any such assets shall
be deemed to be cash;


 


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(xvii) the Loan Parties may sell construction equipment having a fair market value not
in excess of $8,000,000 in the aggregate;




(xviii) the Cotai Subsidiary or any other Loan Party may transfer, on terms reasonably
satisfactory to the Administrative Agent, immaterial portions of any Site to the government
of Macau SAR (so long as such transfer does not impair in any material way the ability of
the Loan Parties to construct, develop, open, manage and/or operate any Project) upon the
written request of the government of Macau SAR and its stated intent to use such portions in
connection with infrastructure, roadway, utility easement, or other “public works” purposes;




(xix) the Loan Parties may transfer any assets leased or acquired with proceeds of any
financing permitted under subsection 7.1 and secured by a Permitted Lien to the lender or
lessor providing such financing upon default, expiration or termination of such financing;




(xx) the Company or the Cotai Subsidiary may transfer its rights pursuant to a Site 3
Agreement to a third party or Excluded Subsidiary;




(xxi) the Loan Parties may (i) sell or abandon immaterial assets not necessary for the
development, construction, operation or maintenance of any Project, and (ii) subject to the
prepayment requirement of subsection 2.4(b)(iii)(k), prior to the VOL Casino Hotel Resort
Substantial Operations Date, sell, abandon or otherwise dispose of the VOL Hotel Casino
Resort Project and any assets in connection with the VOL Hotel Casino Resort Project;




(xxii) any Immaterial Subsidiary may be dissolved, liquidated or wound-up;
provided that prior to such event, any assets held by the entity to be so dissolved,
liquidated or wound up are distributed to another Loan Party, and that no such event shall
cause the equity interests in any surviving Loan Party to be less than wholly-owned by the
Company and/or another Loan Party;




(xxiii) the Loan Parties may sell or transfer assets pursuant to a sale-leaseback
transaction permitted by subsection 7.8;




(xxiv) any Loan Party may sell its interest in a Joint Venture or a Supplier Joint
Venture or in an Additional Development Excluded Subsidiary;




(xxv) (a) any Loan Party may sell its interest in any Excluded Subsidiary; provided any
sale of an Excluded Subsidiary that is engaged in the ownership, maintenance or operation of
ferries that provide transportation to Macau shall only be consummated so long as such sale
would not be materially detrimental to the business and operations of any Loan Party and
otherwise would not and could not reasonably be
expected to result in a Material Adverse Effect and (b) any Excluded Subsidiary that is
a subsidiary of a Restricted Subsidiary may be dissolved, liquidated or wound-up; and




(xxvi) any conveyance of horizontal property pursuant to subsection 7.18.


 


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7.8 Sales and Lease-Backs.



The Company and the Borrower shall not, and shall not permit any other Loan Party to become or
remain liable as lessee or as a guarantor or other surety with respect to any lease, whether an
Operating Lease or a Capital Lease, of any property (whether real, personal or mixed), whether now
owned or hereafter acquired, (i) which any Loan Party has sold or transferred or is to sell or
transfer to any other Person or (ii) which any Loan Party intends to use for substantially the same
purpose as any other property which has been or is to be sold or transferred by such Loan Party to
any Person in connection with such lease, except that any Loan Party may enter into sale-leaseback
transactions (a) with assets of a type or types otherwise permitted to be financed pursuant to
subsection 7.1(xi) or with an FF&E Facility (including with respect to HVAC equipment) permitted by
subsection 7.1(xvi) whether or not obtained by a Loan Party with the proceeds of an FF&E Facility
or otherwise, (b) in an aggregate principal amount with respect to any such lease at any one time
outstanding, taken together with all Indebtedness outstanding under subsections 7.1(xi) and
7.1(xvi) (without duplication), not to exceed $400,000,000 (provided that such amount shall be
increased to (x) $500,000,000 on and after the VOL Casino Hotel Resort Opening Date and (y)
$600,000,000 on and after the VOL Casino Hotel Resort Substantial Operations Date; provided
that if, after giving effect to any increase in the amounts set forth in this subsection 7.8 after
the VOL Casino Hotel Resort Opening Date, an event described in subsection 2.4B(iii)(k) occurs and
the Borrower is required to make the prepayment required by subsection 2.4B(iii)(k), then (x) such
amounts shall revert to the amounts in effect as of the Closing Date, (y) no Potential Event of
Default, Event of Default or breach of this Agreement shall be deemed to have occurred based on any
amount outstanding pursuant to this subsection 7.8 in excess of such Closing Date amount and (z) no
further amounts may be incurred pursuant to this subsection 7.8 unless, after giving effect
thereto, the aggregate amount of all amounts incurred and outstanding pursuant to this subsection
7.8 shall be less than or equal to the Closing Date amount permitted to be incurred and outstanding
pursuant to this subsection 7.8), and (c) on terms reasonably satisfactory to the Administrative
Agent, including the provisions regarding tenor, rental amounts and other terms, and including,
unless waived by the Administrative Agent, concurrently with the execution by the lender or lessee
under such sale-leaseback transaction, the entering into of an intercreditor, standstill, or
similar agreement reasonably satisfactory in form and substance to the Administrative Agent (it
being understood that the Administrative Agent shall have had a reasonable opportunity to review
all such documentation prior to its execution).



7.9 Sale or Discount of Receivables.



The Company and the Borrower shall not, and shall not permit any other Loan Party to, directly
or indirectly, sell with recourse, or discount or otherwise sell for less than the face value
thereof, any of its notes or accounts receivable other than an assignment for purposes of
collection in the ordinary course of business.


 


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7.10 Transactions with Shareholders and Affiliates.



The Company and the Borrower shall not, and shall not permit any other Loan Party to, enter
into or permit to exist any transaction (including the purchase, sale, lease or exchange of any
property or the rendering of any service) with the Company or with any Affiliate of the Company,
except that the Loan Parties may enter into and permit to exist:




(i) transactions that are on terms that are not less favorable to such Loan Party than
those that might be obtained at the time from Persons who are not such an Affiliate if the
Company has delivered to the Administrative Agent (1) with respect to any transaction
involving an amount in excess of $5,000,000, an Officers Certificate certifying that such
transaction complies with this subsection 7.10, or (2) with respect to any transaction
involving an amount in excess of $10,000,000, a resolution adopted by a majority of the
directors of the applicable Loan Party approving such transaction and an Officers
Certificate certifying that such transaction complies with this subsection 7.10, at the time
such transaction is entered into;




(ii) management agreements in respect of portions of the VOL Casino Hotel Resort
Project with Affiliates of the Company so long as the financial terms of such agreements are
not more favorable to the applicable Affiliate than the terms set forth on Schedule 7.10(ii)
attached hereto;




(iii) any employment, compensation, indemnification, noncompetition or confidentiality
agreement or arrangement entered into by a Loan Party with its employees or directors in the
ordinary course of business or as approved by a majority of the members of the board of
directors of such Loan Party in its reasonable determination;




(iv) loans or advances to employees of the Loan Parties permitted under subsection
7.3(vi);




(v) transactions between or among Loan Parties not otherwise expressly prohibited
hereunder;




(vi) transactions contemplated by each Project Document;




(vii) Shareholder Subordinated Indebtedness to the extent otherwise permitted by this
Agreement;




(viii) issuances of Securities by the Loan Parties;




(ix) Investments in, and licenses and other agreements with, Joint Ventures and
Supplier Joint Ventures permitted hereunder;




(x) (a) the operation of the Excluded Casinos (including payments to be made pursuant
to subsection 6.14B) in accordance with the terms hereof and of the other Loan Documents,
(b) the contemplated purchase by the Company of the Excluded Casinos pursuant to the
agreements referenced in subsection 7.17B(i) and (c) agreements relating to the foregoing
clauses (a) and (b);


 


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(xi) Investments permitted by subsection 7.3, Contingent Obligations permitted by
subsection 7.4 and Restricted Payments permitted by subsection 7.5;




(xii) transactions consummated on the Closing Date in connection with the Refinancing
and Investments described in clause (i) of the definition of “VOL Investment”;




(xiii) reciprocal easement and other similar agreements (including condominium rules)
required or permitted to be entered into pursuant to the Loan Documents;




(xiv) (i) license agreements with an Excluded Subsidiary (including licenses permitting
an Excluded Subsidiary to use intellectual property of the Loan Parties) and (ii) any other
agreements with an Excluded Subsidiary not specifically prohibited by subsection 7.17,
provided the terms of such other agreement under clause (ii) or any amendment to such
agreement are no less favorable to the Loan Parties than those that would have been obtained
in a comparable transaction by such Loan Party with an unrelated Person;




(xv) any agreement not specifically prohibited hereunder by an Excluded Subsidiary to
pay management fees to a Loan Party directly or indirectly;




(xvi) transactions permitted by subsection 7.7;




(xvii) the IP License and the transactions contemplated thereby (including the
transfer, from time to time, of intellectual property to Parent and/or its Affiliates so
long as the transferor retains or will obtain a license to use such intellectual property);




(xviii) purchases of materials or services from a Supplier Joint Venture by a Loan
Party in the ordinary course of business on arm’s length terms;




(xix) transactions set forth on Schedule 7.10(xix);




(xx) shared services arrangements and/or agreements among Loan Parties, Additional
Development Excluded Subsidiaries, and/or owners, developers or managers of other projects
on the Cotai Strip, so long as the liabilities and obligations of any Loan Parties
thereunder are on commercially reasonable terms and do not represent more than such Loan
Parties’ pro rata share of the services provided as determined by the Loan Parties and
certified to the Administrative Agent;




(xxi) the contemplated purchase by the Company of the casino “shell” within any Other
Resort Project, the operation of which casino is intended to comprise a Casino Operation
Project;




(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


 


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(xxiii) the contemplated transfer (the “AH Transfer”) by the Company or VOL, as
applicable, of all or substantially all of the apartment, “apart hotel” or “complementary
accommodations” tower component of the Four Seasons Macau Resort Project or the St. Regis
Hotel to a wholly-owned Excluded Subsidiary in exchange for such Excluded Subsidiary
granting to the Company or VOL, as applicable, (or being obligated to grant to third parties
selected by the Company or VOL) the “right of use” for each apartment or complementary
accommodation 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 or
complementary accommodations, 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 subsection 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 or complementary accommodations; (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
or applicable portion thereof (if any) shall have entered into a “subordination and
non-disturbance agreement” with the Collateral Agent on terms reasonably satisfactory to the
Collateral Agent (which subordination and non-disturbance agreement the Collateral Agent
shall execute when requested to do so by the Company);




(xxiv) any transaction for the exchange of amounts denominated in Dollars, Hong Kong
Dollars, Macau Patacas, Singapore Dollars or any other currency for amounts denominated in
any other currencies between the Company and any Affiliate of the Company, SCL or Parent, if
(1) no fees are payable by the Company to such Affiliate and (2) the rate of exchange for
such transaction is determined as set forth on Schedule 7.10(xxiv);




(xxv) transactions contemplated by subsection 7.18;




(xxvi) the Shared Services Agreement, as in effect on the Closing Date or as amended,
supplemented or modified; and




(xxvii) other transactions in an aggregate amount for all such transactions not to
exceed $5,000,000.


 


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7.11 Disposal of Subsidiary Stock.



Except in connection with (i) a Restricted Payment permitted by subsections 7.5(v) or (vii) or
(ii) a transaction (including a liquidation, dissolution, conveyance, sale, lease, transfer, or
other disposition) permitted by subsection 7.7(vii), (viii), (ix), (xv), (xvi) or (xxii), the
Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of capital stock or
other equity Securities of any of their respective Restricted Subsidiaries, except (i) to qualify
directors if required by applicable law, (ii) pursuant to mandatory minimum shareholder
requirements in accordance with Legal Requirements of Macau SAR and (iii) to the extent required by
any Legal Requirement imposed by Macau SAR or the Macau Gaming Authority or any other applicable
gaming Authority in order to preserve a material Gaming License.



7.12 Conduct of Business.



The Company and the Borrower shall not, and shall not permit any other Loan Party to, engage
in any business activity except those business activities engaged in on the Closing Date by such
Person and any activity or business incidental, related or similar thereto, or any business or
activity that is a reasonable extension, development or expansion thereof or ancillary thereto,
including any internet gaming, hotel, entertainment, recreation, convention, trade show, meeting,
retail sales, leasing, or other activity or business designated to promote, market, support,
develop, construct or enhance the casino gaming, hotel, retail and entertainment mall and resort
business operated by the Loan Parties; provided that no Loan Party shall, outside of Macau
SAR, Hong Kong or the People’s Republic of China, engage in the business of developing, operating
or maintaining any hotel, casino, entertainment, recreation, convention, trade show, meeting, or
retail establishment or project other than the Projects, activities reasonably related or ancillary
thereto, and any activity that is a reasonable extension, development or expansion thereof, or as
otherwise specifically set forth in this Agreement; provided further that, other
than as permitted hereunder with respect to the Excluded Casinos and Excluded Casino Interests, the
Borrower shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or
liability (other than ordinary course liabilities including trade payables and franchise and tax
liabilities) whatsoever other than the Obligations and other Indebtedness permitted hereunder; (b)
create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by
it other than the Liens created under the Collateral Documents to which it is a party and Permitted
Liens; (c) engage in any business or activity or own any assets other than performing its
obligations and activities incidental thereto under the Loan Documents and any other agreements
relating to Indebtedness permitted to be incurred hereunder, and making Restricted Payments and
Investments to the extent permitted by this Agreement, entering into the Intercompany Contribution
Agreement, any FF&E Facility and activities related thereto; (d) other than as permitted hereunder,
consolidate with or merge with or into, or convey, transfer or lease all or substantially all its
assets to, any Person; (e) fail to hold itself out to the public as a legal entity separate and
distinct from all other Persons; provided further that no Immaterial Subsidiary
shall engage in any developing, operating or maintaining any hotel, casino, entertainment,
recreation, convention, trade show, meeting, or retail establishment (including any material
portion of any Project), nor shall any Immaterial Subsidiary obtain assets (excluding equity
interests in the Cotai Subsidiary, and with respect to V-HK only, except for amounts held as “front
money” for gaming customers) of more than $20,000,000.


 


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7.13 Certain Restrictions on Amending Certain Documents.



A. Modifications of Material Contracts. The Company and the Borrower shall not, and
shall not permit any other Loan Party to, agree to any amendment to (or enter into any letter or
agreement of understanding with the government of Macau SAR, or any representative thereof, with
respect to any Land Concession Contract (other than, prior to the VOL Casino Hotel Resort
Substantial Operations Date, the VOL Land Concession Contract, so long as any such amendment would
not reduce the scope or value of the VOL Casino Hotel Resort Project) or the Gaming Concession
Contract that has the effect of materially amending such Contract), or waive any of its material
rights under, or assign or transfer all or a portion of its rights under, any Material Contract
described in clauses (a) and (b) of the definition of Material Contract (it being understood that
any Material Contracts which are covered by clause B or F below shall also be subject to the
restrictions set forth therein) without, in each case, obtaining the prior written consent of
Requisite Lenders if in any such case, such amendment or letter agreement of understanding or
waiver could reasonably be expected to have a Material Adverse Effect or otherwise adversely affect
the Lenders in any material respect, other than (i) entering into transactions relating to FF&E
Facilities permitted by subsection 7.13B, (ii) entering into transactions relating to Land
Concession Contracts and the sale thereof and/or purchase of the related Casino Operation Projects
contemplated by subsection 7.7(xiv), together with agreements governing the Company’s operation of
such related Casino Operation Projects and (iii) the creation of horizontal property in accordance
with subsection 7.18.



B. Documents Relating to Other Indebtedness. The Company and the Borrower shall not,
and shall not permit any other Loan Party to, (i) enter into any FF&E Documents relating to FF&E
Facilities other than as permitted by subsection 7.1(xvi) and 7.1(xviii) and on terms reasonably
satisfactory to the Administrative Agent, including the provisions regarding maturity, collateral,
interest rates and other terms, and, unless waived by the Administrative Agent, the Administrative
Agent shall enter into an intercreditor, standstill, or similar agreement reasonably satisfactory
in form and substance to the Administrative Agent with the agent or other representative under the
credit agreement or other similar documents governing an FF&E Facility (it being understood that
the Administrative Agent shall have had a reasonable opportunity to review all such documentation
prior to its execution) which agreement (to the extent any FF&E Deposit Loans are made) shall set
forth procedures for releasing Liens of the Secured Parties on Specified FF&E as and when any FF&E
Deposit Loans made to acquire such Specified FF&E are repaid and upon the use of a minimum
proportion of funds under such FF&E Facility to reimburse such FF&E Deposit Loans, or (ii) amend or
otherwise change the terms of any documents governing Permitted Subordinated Indebtedness or
Permitted Unsecured Indebtedness (except in connection with a permitted refinancing thereof) or
permit the termination thereof (other than in accordance with the terms thereof), or make any
payment consistent with an amendment thereof or change thereto (except in connection with a
defeasance or permitted refinancing thereof), if the effect of such amendment or change, together
with all other amendments or changes made, is to make the terms, covenants and defaults applicable
to such Indebtedness generally more restrictive, taken as a whole, than the terms, covenants and
defaults applicable to the Loan Documents (other than with respect to the payment of interest and
fees or any original issue discount with respect to such Indebtedness) or to confer any additional
material rights on the holders of the Indebtedness or obligations evidenced thereby (or a trustee
or other representative on their behalf) which would be materially adverse to the Lenders.


 


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C. [Reserved].



D. [Reserved].



E. Consents. The Company and the Borrower shall not, and shall not permit any other
Loan Party to, agree to any amendment to (or enter into any letter or agreement of understanding
with any relevant counterparty with respect to any Consent that has the effect of materially
amending such Consent), or waive any of its material rights under, or assign or transfer all or a
portion of its rights (other than to another Loan Party with respect to the Gaming Concession
Consent and/or the Land Concessions Consent) under, any Consent without obtaining the prior written
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed).



F. Four Seasons Macao Operation, Maintenance and Management Agreement. The Company
and the Borrower shall not, and shall not permit any other Loan Party to, enter into any Four
Seasons Macao Operation, Maintenance and Management Agreement after the Closing Date unless such
agreement is on terms satisfactory to the Administrative Agent, evidenced by the Administrative
Agent’s prior written consent, not to be unreasonably withheld or delayed after being afforded a
reasonable period of review.



7.14 Consolidated Capital Expenditures.



A. The Company and the Borrower shall not, and shall not permit any other Loan Party to, make
or incur Consolidated Capital Expenditures, in any Fiscal Year, in an aggregate amount in excess of
the then applicable Base Capital Expenditures Amount; provided that any portion of such
Base Capital Expenditures Amount, if not expended in the period in which it is permitted, may be
carried over for expenditure in any succeeding period; provided further that any
Consolidated Capital Expenditures incurred by any Loan Party in any subsequent period shall (x)
first be applied against any such Base Capital Expenditures Amount carried forward and (y) only
after such carried forward amount is fully utilized, then be applied against the Base Capital
Expenditures Amount allowed for such succeeding period; provided further that
notwithstanding the foregoing, the Loan Parties may make or incur Consolidated Capital Expenditures
(including maintenance capital expenditures) (which Consolidated Capital Expenditures shall not be
included in any determination of Base Capital Expenditures Amount) in respect of any Project
(including, without limitation, the development, construction and maintenance of the VOL Casino
Hotel Resort Project). All such Consolidated Capital Expenditures shall be for or with respect to
assets located in Macau SAR.



B. Notwithstanding the foregoing, the Loan Parties may make or incur Consolidated Capital
Expenditures (which Consolidated Capital Expenditures will not be included in any determination of
the Base Capital Expenditures Amount under the foregoing clause (A)) (i) with the proceeds of
equity contributions to the Loan Parties by any Person other than a Loan Party, provided
that (x) no Event of Default or Potential Event of Default shall have occurred and be continuing
when such Consolidated Capital Expenditure is made or incurred and (y) the applicable Loan Party
notifies the Administrative Agent in writing that such proceeds (or applicable portion thereof) are
to be used for Consolidated Capital Expenditures, (ii) with insurance or other similar proceeds
received by the Company or any other Loan Party from any
Event of Loss so long as such Consolidated Capital Expenditures are to replace, repair or
restore any properties or assets in respect of which such proceeds were paid, or (iii) required to
be made in accordance with applicable Macau law.


 


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7.15 Casino and Gaming Restrictions.



A. Concession Contract Inventory of Properties. The Company and the Borrower shall
include in any inventory or any update thereof required pursuant to Article 44 of the Gaming
Concession Contract only those items which either (i) have historically been included in the
inventory or such updates or (ii) are, in the Company’s reasonable belief, required by a Legal
Requirement to be so included or (iii) are otherwise reasonably approved by the Collateral Agent.



B. Casino and Gaming Zone Areas. At any time after a change in Macau Gaming Laws
permitting the designation of “gaming areas” (as opposed to “casinos”) as referenced in subsection
6.10E, the Company and the Borrower shall not designate, and shall use commercially reasonable
efforts not to permit the designation of, any area (other than that portion of Site 1 identified as
comprising the Venetian Macao Casino) as a “casino” for purposes of the Gaming Concession Contract,
and to the extent any such designation is required or made, will use commercially reasonable
efforts to limit the extent of such areas so designated as “casinos”. To the extent that no such
designation exists, the Company and the Borrower will use commercially reasonable efforts to limit
the Macau SAR’s reversion/reclamation rights under the Gaming Concession Contract.



C. Junkets. The Company and the Borrower shall not, and shall not permit any other
Loan Party to enter into or permit to subsist any arrangement with any gaming junket-tour
promoters, directors or cooperators unless any such arrangements are in material compliance with
the requirements of the Gaming Concession Contract and all other applicable Legal Requirements
except for such instances of non-compliance which would not reasonably be expected to have a
Material Adverse Effect and the Company shall monitor the activities of such Persons in regard to
such arrangements and shall take all reasonable measures to ensure the compliance of such Persons
with such arrangements.



7.16 Fiscal Year.



No Loan Party shall change its Fiscal Year-end from December 31.



7.17 Excluded Subsidiaries.



A. The Company and the Borrower shall not permit, and shall not allow any other Loan Party to
permit, at any time (i) any Excluded Subsidiary to have any Indebtedness other than Indebtedness
which is non-recourse to the Loan Parties (except as permitted herein), (ii) any Excluded
Subsidiary to acquire any assets from any Loan Party other than as permitted by the provisions of
this Agreement, including the provisions described under subsection 7.3, (iii) any Excluded
Subsidiary to own any equity interests in a Loan Party, or (iv) any Excluded Subsidiary to own or
operate any Project (which shall not prohibit initial development of a Casino Operation Project to
be located within an Other Resort Project being developed by such subsidiary to the extent
permitted hereunder), or possess any material license, franchise or right used in
connection with the ownership or operation of any part of any such Project (other than (x) the
ownership, use or possession of any trademark, license or similar right that does not restrict the
use of such trademark, license or similar right by the Loan Parties, and (y) derivative gaming or
other rights under any Gaming License (including under the Gaming Sub-Concession Agreement), the
loss of which by such Excluded Subsidiary could not reasonably be expected to have a Material
Adverse Effect).


 


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B. No Loan Party shall purchase, own, operate or maintain an Excluded Casino except in
accordance with the provisions set forth in this subsection 7.17B as follows:




(i) the Company shall be permitted to acquire an ownership interest in the Excluded
Casino from an Additional Development Excluded Subsidiary for nominal consideration on terms
and pursuant to documentation reasonably satisfactory to the Administrative Agent,




(ii) (x) the Company shall be permitted to own the gaming assets and other assets
located in the Excluded Casino, so long as no Loan Party shall have any liability for the
purchase price therefor and, for so long as the Excluded Subsidiary developing, constructing
or operating the Additional Development in which such Excluded Casino is located remains an
“Excluded Subsidiary”, neither the Collateral Agent, the Lenders nor any other Secured Party
(in its capacity as such) shall have a security interest in the associated Excluded Casino
Interest (or the related Excluded Bank Accounts), and (y) the Excluded Subsidiary may
request the Company, and the Company shall be permitted to, grant a lien on the Excluded
Casino Interest (other than any Excluded Bank Account comprising a portion of such Excluded
Casino Interest) in favor of the lender or the lenders under a Non-Recourse Financing so
long as the beneficiary of such lien enters into agreements with the Company (including the
related collateral documents) on terms and pursuant to documentation reasonably satisfactory
to the Administrative Agent (it being agreed that arrangements on substantially the same
terms as those described on Schedule 7.17 shall be deemed satisfactory to the
Administrative Agent) (including, without limitation, an acknowledgment from the beneficiary
of such lien that it shall have no recourse to any Loan Party (other than to the specific
assets comprising the applicable Excluded Casino Interest),




(iii) all revenue associated with the Excluded Casino shall be segregated from all
other cash and revenue of the Loan Parties and shall (to the extent required hereunder) be
deposited into Excluded Bank Accounts,




(iv) a Loan Party may incur or otherwise become liable for liabilities or obligations
associated with the ownership, operation or maintenance of the Excluded Casinos, including
the liabilities associated with the land concession contract for the Site or other property
on which any such Excluded Casino is located, the Excluded Subsidiaries or their respective
operations, so long as (x) such obligations are owed to the Macau Gaming Authorities
pursuant to the Gaming Concession Contract as a result of the operation of the associated
Excluded Casino or (y) such obligations are associated with the operation of the Excluded
Casino and, in accordance with applicable law, must be obligations or liabilities of the
Company, in which case such obligations and liabilities
shall be paid in accordance with clause (v) below and subsection 6.14 (it being
understood any payments so made from assets of any Loan Party other than the Excluded Bank
Accounts must be permitted by, and shall be deemed to utilize, a specific clause of
subsection 7.3),


 


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(v) all expenses and other costs in respect of the ownership, operation and maintenance
of the Excluded Casinos (and the assets located therein) required by applicable law to be
paid by the Company shall be paid solely from the Excluded Bank Accounts; provided
that to the extent that the proceeds in the Excluded Bank Accounts are insufficient to fund
such costs and expenses, the Excluded Subsidiaries shall be required (unless the Loan
Parties are deemed to have made an Investment as permitted under subsection 6.14B(b) or the
Loan Parties use funds under subsection 6.14(B(c)), in accordance with subsection 6.14B, to
promptly make deposits into the Excluded Bank Accounts sufficient to cover all such costs
and expenses and, without duplication, reimburse the Company for any such expenses and costs
paid by the Loan Parties from sources other than the Excluded Bank Accounts prior to the
time that any proceeds maintained in the Excluded Bank Accounts will be released to an
Excluded Subsidiary in accordance with such subsection 6.14B,




(vi) prior to the date the Company or any other Loan Party could, under applicable law,
be obligated or be held liable in respect of any obligations associated with an Excluded
Casino, the applicable Excluded Subsidiary and the Company shall have entered into an
“indemnity agreement” on terms and pursuant to documentation reasonably satisfactory to the
Administrative Agent (it being agreed that arrangements on substantially the same terms as
those described on Schedule 7.17 shall be deemed satisfactory to the Administrative
Agent) which provides, among other things (A) the Company and the other Loan Parties with
complete indemnity from such Excluded Subsidiary for any loss, claim or damage suffered by
the Company or such Loan Party in connection with owning, operating or maintaining an
Excluded Casino subject to customary and other reasonably appropriate exceptions, (B) an
acknowledgment by such Excluded Subsidiary (on behalf of itself, its assignees and its
lenders) that all funds in the Excluded Bank Accounts shall be used to satisfy all
obligations and liabilities of the Company and the other Loan Parties in respect of owning,
operating and maintaining such Excluded Casino prior to any funds being made available to
such Excluded Subsidiary, and (C) an acknowledgment by such Excluded Subsidiary (on behalf
of itself, its assignees and its lenders) that it shall not have any recourse to the Company
or any other Loan Party or any of their respective assets (other than to the Excluded Bank
Accounts in accordance with the preceding clause (B) or, solely in the case of a
Non-Recourse Financing, any Excluded Casino Interest pledged in favor of the lenders
thereunder) for breach of contract, for failure of the Company or any other Loan Party to
satisfy any obligation in respect of an Excluded Casino or otherwise, and




(vii) all material arrangements between the Excluded Subsidiaries and the Company (or
any other Loan Party), including arrangements in respect of the operation of gaming and
casino spaces outside of the Projects by the Company, shall be on terms reasonably
satisfactory to the Administrative Agent (it being agreed that arrangements on
substantially the same terms as those described on Schedule 7.17 shall be
deemed satisfactory to the Administrative Agent).


 


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7.18 Horizontal Properties.



A. Creation. The Loan Parties shall not subdivide, or create any “horizontal
properties” within, any Property owned by any of them unless: (a) the units comprising such
horizontal property are subject to an existing Mortgage and (b) the scope, characteristics, and
description of each unit comprising such horizontal property are consistent with the terms of the
Loan Documents. To the extent the requirements of this subsection 7.18A are met, there shall be no
restriction on the number of units comprising such horizontal properties that may be so created
within any Project.



B. Separation of Mortgages. With regard to any horizontal property created pursuant
to subsection 7.18A in connection with an AH Transfer, if at any time the Administrative Agent
reasonably deems it necessary or advisable to protect the interest of the Secured Parties in any
unit in that horizontal property or any other Property which is required to be mortgaged to them as
Collateral, the Borrower will deliver, promptly upon request of the Administrative Agent, a
mortgage (a “New Mortgage”) on such unit of such horizontal property substantially similar to the
Mortgage and that is separate and distinct from the Mortgage, such New Mortgage to be duly executed
by the Excluded Subsidiary to which such unit of horizontal property is transferred, in favor of
the Collateral Agent and notarized, recorded, stamped and registered with the Macau Real Estate
Registry, and such New Mortgage shall be a valid, first priority Lien on such unit of horizontal
property, free and clear of all liens, encumbrances and exceptions to title whatsoever (other than
Permitted Liens). In connection with any New Mortgage, the Borrower shall deliver or cause to be
delivered to the Administrative Agent (a) resolutions of the Board of Directors or shareholders, as
applicable, of the applicable Excluded Subsidiary approving and authorizing the execution, delivery
and performance of such New Mortgage and (b) opinions of counsel in form and substance reasonably
satisfactory to the Administrative Agent covering the same matters with respect to such New
Mortgage as were covered by the legal opinion from Macau counsel to the Borrower delivered pursuant
to subsection 4.1K in respect of the Mortgage and such other matters as the Administrative Agent
may reasonably request.



Section 8. Events of Default.



If any of the following conditions or events set forth in this Section shall occur (any such
conditions or events collectively “Events of Default”):



8.1 Failure to Make Payments When Due.



Failure by the Borrower to pay any installment of principal on any Loan when due, whether at
stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or
otherwise within three Business Days after the date due if such failure to pay is due to technical
administrative issues beyond the Borrower’s reasonable control; failure by the Borrower to pay when
due any amount payable to an Issuing Lender in reimbursement of any drawings (or within three
Business Days after the date due if such failure to pay is due to technical administrative issues
beyond the Borrower’s reasonable control); or failure by the
Borrower to pay any interest on any Loan or any fee or any other amount due under this
Agreement within five days after the date due; or


 


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8.2 Default under Other Indebtedness or Contingent Obligations.



(i) Failure by any Loan Party to pay when due any principal of or interest on or any other
amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to
in subsection 8.1 or any Non-Recourse Financing) or Contingent Obligations relating to Indebtedness
(other than with respect to a Non-Recourse Financing) with an aggregate principal amount of
$100,000,000 or more, in each case beyond the end of any grace period provided therefor; or (ii)
breach or default by any Loan Party with respect to any other material term of (a) one or more
items of such Indebtedness or Contingent Obligations relating to Indebtedness in the individual or
aggregate principal amounts referred to in clause (i) above or (b) any loan agreement, mortgage,
indenture or other agreement relating to such item(s) of Indebtedness or Contingent Obligation(s),
if the effect of such breach or default is, in the case of clause (a) or (b) to cause, or to permit
the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of
such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be
declared due and payable prior to its stated maturity or the stated maturity of any underlying
obligation, as the case may be in each case at the end of any grace period provided therefor (upon
the giving or receiving of notice, lapse of time, both, or otherwise); or



8.3 Breach of Certain Covenants.



Failure of the Loan Parties to perform or comply with any term or condition contained in
subsection 2.5, 6.2, 6.4B, or 6.14 (in the case of subsection 6.14 only, provided such failure
continues for a period of 10 days) or Section 7 of this Agreement; or



8.4 Breach of Warranty.



Any representation, warranty, certification or other statement made by any Loan Party in any
Loan Document or in any statement or certificate at any time given by any Loan Party in writing
pursuant hereto or thereto or in connection herewith or therewith shall be false in any material
respect on the date as of which made; provided that prior to the VOL Casino Hotel Resort
Substantial Operations Date, any failure by a Loan Party to make any representation, warranty,
certification or other statement required by Section 5 of this Agreement or any other Loan Document
or the making of any such representation, warranty, certification or other statement which is
false, in each case, relating to Site 5 & 6 and/or the VOL Casino Hotel Resort Project or any
portion thereof, shall not be an Event of Default, a Potential Event of Default or a breach of this
Agreement or such other Loan Document so long as the Borrower shall have prepaid the Loans (or
provided written notice to the Administrative Agent that it intends to prepay the Loans) in
accordance with subsection 2.4B(iii)(k) as if such breach triggered the mandatory prepayment
required by subsection 2.4B(iii)(k); or


 


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8.5 Other Defaults Under Loan Documents.



Any Loan Party shall default in the performance of or compliance with any term contained in
this Agreement or any of the other Loan Documents (provided that with respect to
the Consents, such term shall be for the benefit of the Lenders or any Agent, as opposed to
any other party thereto), other than any such term referred to in any other subsection of this
Section 8, and such default shall not have been remedied or waived within 30 days after the earlier
of (x) an officer of the Company or such Loan Party becoming aware of such default or (y) receipt
by the Borrower of written notice from Administrative Agent or any Lender of such default;
provided that prior to the VOL Casino Hotel Resort Substantial Operations Date, any default
in respect of Section 6 of this Agreement or the analogous provisions of any other Loan Document
relating to Site 5 & 6 and/or the VOL Casino Hotel Resort Project or any portions thereof shall not
be an Event of Default, a Potential Event of Default or a breach of this Agreement or such other
Loan Document so long as the Borrower shall have prepaid the Loans (or provided written notice to
the Administrative Agent that it intends to prepay the Loans) in accordance with subsection
2.4B(iii)(k) as if such breach triggered the mandatory prepayment required by subsection
2.4B(iii)(k); or



8.6 Involuntary Bankruptcy; Appointment of Receiver, etc.



(i) A court having jurisdiction in the premises shall enter a decree or order for relief in
respect of any Loan Party in an involuntary case under the Bankruptcy Code or under any other
applicable bankruptcy, insolvency or similar law now or hereafter in effect in any applicable
jurisdiction, domestic or foreign, which decree or order is not stayed; or any other similar relief
shall be granted under any applicable federal or state law; or (ii) an involuntary case shall be
commenced against any Loan Party (other than an Immaterial Subsidiary) under the Bankruptcy Code or
under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect in any
applicable jurisdiction, domestic or foreign, or a decree or order of a court having jurisdiction
in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian,
conservator or other officer having similar powers over any Loan Party (other than an Immaterial
Subsidiary), or over all or a substantial part of its property, shall have been entered; or there
shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian
of any Loan Party, for all or a substantial part of its property; or a warrant of attachment,
distraint, execution or similar process shall have been issued against any substantial part of the
property of any Loan Party, and any such event described in this clause (ii) shall continue for 60
days unless dismissed, bonded or discharged; or



8.7 Voluntary Bankruptcy; Appointment of Receiver, etc.



(i) A Loan Party (other than an Immaterial Subsidiary) shall have an order for relief entered
with respect to it or commence a voluntary case under the Bankruptcy Code or under any other
applicable bankruptcy, insolvency or similar law now or hereafter in effect in any applicable
jurisdiction, domestic or foreign, or shall consent to the entry of an order for relief in an
involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such
law, or shall consent to the appointment of or taking possession by a receiver, trustee or other
custodian for all or a substantial part of its property; or a Loan Party (other than an Immaterial
Subsidiary) shall make any assignment for the benefit of creditors; or (ii) a Loan Party (other
than an Immaterial Subsidiary) shall be unable, or shall fail generally, or shall admit in writing
its inability, to pay its debts as such debts become due and in each case a period of 30 days shall
have elapsed; or the Board of Directors of a Loan Party (or any committee thereof) or
of its managing member shall adopt any resolution or otherwise authorize any action to approve
any of the actions referred to in clause (i) above or this clause (ii); or


 


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8.8 Judgments and Attachments.



Any money judgment, writ or warrant of attachment or similar process involving in the
aggregate at any time an amount in excess of $100,000,000 (in either case not adequately covered by
insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall
be entered or filed against any Loan Party or any of their respective assets and shall remain
unpaid and undischarged, unvacated, unbonded or unstayed for a period of 60 days (or in any event
later than five days prior to the date of any proposed sale thereunder); or



8.9 Dissolution.



Any order, judgment or decree shall be entered against any Loan Party decreeing the
dissolution or split up of such Person (other than as permitted by subsections 7.7(vii) or
7.7(xxii)) and such order shall remain undischarged or unstayed for a period in excess of 30 days;
or



8.10 Employee Benefit Plans.



There shall occur one or more ERISA Events which individually or in the aggregate results in
or might reasonably be expected to result in liability of the Company, or any other Loan Party or
any of their respective ERISA Affiliates, in excess of $50,000,000 during the term of this
Agreement; or



8.11 Change of Control.



A Change of Control shall occur; or



8.12 Failure of Loan Documents; Repudiation of Obligations.



At any time after the execution and delivery thereof, (i) any Loan Document (other than the
Collateral Documents and any Rate/FX Protection Agreement) for any reason, other than the
satisfaction in full of all Obligations, shall cease to be in full force or effect (other than in
accordance with its terms with respect to any Loan Party or all Loan Parties), or shall be declared
null and void by a Governmental Instrumentality of competent jurisdiction with respect to any Loan
Party or all Loan Parties, (ii) (x) any Collateral Document (other than the Assignment of
Reinsurances) shall cease to be in full force and effect or (y) the Assignment of Reinsurances
shall cease to be in full force and effect and is not replaced within 60 days thereafter (or if the
insurance or reinsurance with respect thereto is replaced, within 60 days after the date of such
replacement) (other than, in each of the foregoing clauses (x) and (y), by reason of a release of
Collateral thereunder in accordance with the terms hereof or thereof, the satisfaction in full of
the Obligations or any other termination of such Collateral Document or the Assignment of
Reinsurances in accordance with the terms hereof or thereof) with respect to any Loan Party or all
Loan Parties or shall be declared null and void by a Governmental Instrumentality of competent



 


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jurisdiction with respect to any Loan Party or all Loan Parties, or the Collateral Agent
shall not have or shall cease to have a valid and perfected First Priority Lien in the
Collateral (other than a de minimis portion thereof) for any reason other than the failure of the
Collateral Agent or any Lender to take any action within its control except as otherwise
contemplated in any Loan Document (provided that if any such failure to provide a valid and
perfected First Priority Lien is solely due to a technical defect or procedural matter, the
Borrower shall have five days to remedy such technical defect or satisfy such procedural matter),
(iii) any Loan Party shall contest the validity or enforceability of any Loan Document in writing
or deny in writing that it has any further liability prior to the Termination Date, (iv) any
relevant Governmental Instrumentality or any Loan Party shall contest the validity, perfection or
priority of the Liens granted pursuant to any Loan Document in favor of the Collateral Agent, for
benefit of the Lenders (which contest, in the case of the government of Macau SAR, shall be in
writing and shall remain in effect for a period of 20 days), or (v) the subordination provisions in
the Permitted Subordinated Indebtedness or any other instrument required under any provision of
this Agreement to be subordinated to the Obligations shall cease to be enforceable against the
holder thereof; provided, that if any of the foregoing in clauses (ii) or (iv) relates to
VOL, Site 5 & 6 and/or the VOL Casino Hotel Resort Project prior to the VOL Hotel Casino Resort
Substantial Completion Date, such event or occurrence shall not be an Event of Default, Potential
Event of Default or breach of this Agreement (or any applicable other Loan Document) so long as the
Borrower shall have prepaid the Loans (or provided written notice to the Administrative Agent that
it intends to prepay the Loans) in accordance with subsection 2.4B(iii)(k) as if such default
triggered the mandatory prepayment required by subsection 2.4B(iii)(k); or




8.13 Default Under or Termination of Project Documents.



Except in connection with a refinancing, repayment or defeasance thereof as permitted by the
Loan Documents, any of the Material Contracts described in clauses (a) or (b) of the definition
thereof (excluding, prior to the VOL Substantial Operations Date, the VOL Land Concession Contract
and any hotel management agreements (and related documents) covering any portion of the VOL Casino
Hotel Resort Project to the extent that such termination, cancellation, invalidity or default does
not meet the criteria set forth in the definition of “Abandon”) shall terminate or be terminated or
canceled or deemed invalid prior to its stated expiration date or fail to be in full force and
effect, or the Company or any of its Subsidiaries or any counterparty thereto shall be in default
(after the giving of any applicable notice and the expiration of any applicable grace period) under
any such Material Contract (including the Gaming Concession Contract or any Land Concession
Contract); provided that any default by Macau SAR under the Gaming Concession Contract or
any such Land Concession Contract shall constitute an Event of Default hereunder only to the extent
Macau SAR is in default under a material obligation thereunder; provided further
that a default, termination, cancellation or invalidity under any such Material Contract pursuant
to clause (a) or (b) of the definition thereof shall constitute an Event of Default hereunder only
to the extent such default, termination, cancellation or invalidity, together with all other then
current defaults under and terminations of such Material Contracts could reasonably be expected to
cause a Material Adverse Effect; provided further, that a termination of any
Material Contract pursuant to clause (b) of the definition thereof shall not constitute an Event of
Default unless both (1) it is an Event of Default under the immediately preceding proviso and (2)
such breach or default shall continue unremedied for forty-five (45) days


 


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after notice received by
the Company from the
Administrative Agent or the Collateral Agent, and if the Company or the relevant Loan Party
fails to replace such Material Contract either within such forty-five day period or as follows: (a)
if the breach or default is by a Loan Party and is reasonably susceptible to cure within
one-hundred twenty (120) days but cannot be cured within such forty-five (45) days despite the
applicable Loan Party’s good faith and diligent efforts to do so, the cure period shall be extended
as is reasonably necessary beyond such forty-five (45) day period (but in no event longer than
one-hundred twenty (120) days) if remedial action reasonably likely to result in cure is promptly
instituted within such forty-five (45) day period and is thereafter diligently pursued until the
breach or default is corrected, and (b) if the breach is by a party other than a Loan Party, and
the Company provides written notice to the Administrative Agent during such forty-five (45) day
period that such Loan Party intends to replace such Material Contract and (i) the applicable Loan
Party obtains a replacement obligor or obligors reasonably acceptable to the Administrative Agent
for the affected party, (ii) the applicable Loan Party enters into a replacement Material Contract
with a counterparty reasonably satisfactory to the Administrative Agent and on terms no less
beneficial to the Company, the Loan Parties and the Lenders in any material respect than the
Project Document so terminated within ninety (90) days of such termination, and (iii) such
termination, after considering any replacement counterparty and replacement Project Document and
the time required to implement such replacement, has not had and would not reasonably be expected
to have, a Material Adverse Effect; or




8.14 Default Under or Termination of Permits.



A Loan Party shall fail to observe, satisfy or perform, or there shall be a violation or
breach of, any of the terms, provisions, agreements, covenants or conditions attaching to or under
the issuance to such Person of any Permit, (other than any Permits granted pursuant to the Gaming
Concession Contract or any Land Concession Contract which shall be subject to subsection 8.13 above
and subsection 8.18 below) or any such Permit or any provision thereof shall be terminated,
sequestered, suspended or otherwise fail to be in full force and effect and shall not have been
reinstated within 20 Business Days, or any Governmental Instrumentality shall challenge or seek to
revoke any such Permit and shall not rescind such challenge or action with 20 Business Days if such
failure to observe, satisfy or perform or such violation, breach, termination, sequestration,
suspension or failure to be in full force and effect could reasonably be expected to have a
Material Adverse Effect; provided that prior to the VOL Casino Hotel Resort Substantial
Operations Date, any default in respect of any Permit relating to Site 5 & 6 and/or the VOL Casino
Hotel Resort Project shall not be an Event of Default, a Potential Event of Default or a breach of
this Agreement (or any applicable other Loan Document) so long as the Borrower shall have prepaid
the Loans (or provided written notice to the Administrative Agent that it intends to prepay the
Loans) in accordance with subsection 2.4B(iii)(k) as if such default triggered the mandatory
prepayment required by subsection 2.4B(iii)(k); or



8.15 [Reserved].



8.16 Conforming Parent L/C.



Except as released as permitted under subsections 2.4B(iii)(h), any Conforming Parent L/C
shall cease to be in full force and effect at any time prior to twenty-four months from and after
the date of its delivery to the Administrative Agent other than following a drawing in full
by the Administrative Agent or, if permitted under the definition of Conforming Parent L/C
Draw Event, the replacement of such Conforming Parent L/C with a common equity contribution in the
Company in the amount of the Conforming Parent L/C; or


 


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8.17 Expropriation; Change in Law.



There shall have occurred after the Closing Date (i) any nationalization, expropriation,
modification, suspension, confiscation (except routine actions for rights-of-way and similar
actions that do not and are not reasonably expected to materially interfere with the construction
or operation of any Project) of the ownership or control of all of any material part of any Project
(other than the Cotai Strip Infrastructure Project) or any Site (other than Site 3, Site 7 and Site
8) on which such Project is situated or any material equity interests in the Company, the Cotai
Subsidiary, the Borrower or any other Loan Party that owns, operates or manages all or any portion
of a Project, including any seizure, dissolution, redemption or rescission pursuant to Chapter V of
Law No 16/2001 that in each case could reasonably be expected to have a Material Adverse Effect, or
(ii) the change in any tax law or imposition of any income or other tax (including any
expropriatory or confiscatory taxes) by the government of Macau SAR on the operations of the Loan
Parties, that could reasonably be expected, in the judgment of the Requisite Lenders, as evidenced
in a notice provided by them to the Administrative Agent and the Company, to have a Material
Adverse Effect, or (iii) an extinguishment of any material rights benefiting, or imposition of any
material restrictions affecting, or change in any Legal Requirement of Macau SAR governing,
affecting or impacting, the Gaming Concession Contract or any Land Concession Contract or any of
the Projects that would reasonably be expected to deprive the Lenders of any of their material
rights or remedies in respect of this Agreement or the other Loan Documents (including rights under
the security interests granted by or pursuant to this Agreement or the Collateral Documents or the
Assignment of Reinsurances), or (iv) any governmental act or series of acts or change in any Legal
Requirement of Macau SAR or delivery of any official governmental notice which adversely affects,
is inconsistent with, or challenges, the independence of the Gaming Concession Contract from the
Primary Gaming Concession Contract (including the termination or revision of the Supplement to
Gaming Concession Contract), and which could reasonably be expected, in the judgment of the
Requisite Lenders, as evidenced in a notice provided by them to the Administrative Agent and the
Company, to have a Material Adverse Effect; provided that prior to the VOL Casino Hotel
Resort Substantial Operations Date, any action, occurrence, change, condition or state of facts
covered by this subsection 8.17 relating to Site 5 & 6 and/or the VOL Casino Hotel Resort Project
shall not be an Event of Default, a Potential Event of Default or a breach of this Agreement (or
any applicable other Loan Document) so long as the Borrower shall have prepaid the Loans (or
provided written notice to the Administrative Agent that it intends to prepay the Loans) in
accordance with subsection 2.4B(iii)(k) as if such default triggered the mandatory prepayment
required by subsection 2.4B(iii)(k); or



8.18 Loss of Concessions.



(i) Any replacement or reinstatement of the Company, or any unilateral discharge of the Gaming
Concession Contract, or any temporary administrative intervention, is made by Macau SAR pursuant to
Article 79 of the Gaming Concession Contract;


 


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(ii) Macau SAR takes any formal measure seeking the unilateral dissolution of the Gaming
Concession Contract pursuant to Article 80 thereof or otherwise or Macau SAR gives notice pursuant
to Article 80(3) of the Gaming Concession Contract;



(iii) the Administrative Agent considers the subject matter of any negotiations required to be
notified to it pursuant to subsection 6.1(xx)(d) is such as could reasonably be expected to cause
an entitlement of Macau SAR to unilaterally dissolve the Gaming Concession Contract pursuant to
Article 80 thereof;



(iv) any consultations are commenced as contemplated by paragraph A2 of the Gaming Concession
Consent and the Administrative Agent has reasonably determined that the likely result of such
consultations will be (a) the taking of action to terminate the Gaming Concession Contract or (b)
an agreement to terminate the Gaming Concession Contract;



(v) Macau SAR takes any formal measure seeking forfeiture, termination or rescission of any
Land Concession Contract (other than (1) if the VOL Hotel Casino Resort Project Substantial
Operations Date has not yet occurred and the prepayment referred to in subsection 2.4B(iii)(k) has
been made (or the Borrower has notified the Administrative Agent that it intends to make such
prepayment), the VOL Land Concession Contract, (2) a Casino Operation Land Concession Contract and
(3) the Land Concession Contracts covered by the Land Concessions Consent; provided that if
the Company or other Loan Party that holds such Land Concession Contract appeals such formal
measure taken by Macau SAR, then the Requisite Lenders shall, based on a reasonable assessment of
the merits of such appeal and its likelihood of success in suspending or curing such formal measure
taken by Macau SAR, waive such Event of Default for a period of time determined in the reasonable
discretion of the Requisite Lenders (but, for the avoidance of doubt, in the event that the
Requisite Lenders, based on a reasonable assessment of the merits of such appeal, do not conclude
that such appeal is likely to succeed in suspending or curing such formal measure taken by Macau
SAR, then the Requisite Lenders shall not be obligated to waive such Event of Default for any
period of time);



(vi) any transfer of equity interests in the Company is made or deemed made without approval
of the government of Macau SAR as required by Article 16 of the Gaming Concession Contract;



(vii) Macau SAR gives any notice pursuant to paragraph C2 or C4 of the Land Concessions
Consent, provided that any such notice by Macau SAR shall not constitute an Event of
Default under this clause (vii) if: (A) at the time such notice is given by Macau SAR, the Company
or other applicable Loan Party is entitled to a cure or grace period with respect to the default
that Macau SAR has notified the Collateral Agent of; (B) such notice is reasonably susceptible of
being suspended or such default is reasonably susceptible of cure by the Company or such other
applicable Loan Party within the shorter of (x) the designated cure or grace period and (y) 30 days
from the date the Collateral Agent receives such notice from Macau SAR; (C) the Company or such
other applicable Loan Party is actively pursuing such cure; and (D) such default has been cured by
the Company or such other applicable Loan Party within the period referred to in clause (B) above,
provided, further, that, notwithstanding the foregoing, an Event of Default shall
have occurred under this clause (vii) upon the giving of such notice by Macau SAR to the Collateral
Agent if the effect of the preceding proviso would materially adversely
effect the Collateral Agent’s rights under the Land Concessions Consent or would cause the
Collateral Agent to be unable to fulfill its obligations under the Land Concessions Consent or if
the occurrence of an Event of Default is necessary in order for the Collateral Agent to take
advantage of its cure rights set forth in the Land Concessions Consent; or


 


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(viii) the Gaming Concession Contract shall no longer be in full force and effect (including
the Supplement to Gaming Concession Contract), or shall be forfeited, terminated, rescinded,
cancelled or deemed invalid, or any formal measure shall be commenced seeking to claim the same;



provided, (A) in the case of clause (ii), to the extent Macau SAR designates any cure or
grace period in connection with any such notice, or (B) in the case of clause (vi), to the extent
Macau SAR designates any cure or grace period in connection with any such event or action, or (C)
in the case of clause (v) or (viii), to the extent a formal measure under such clause is comprised
of a notice from Macau SAR to a Loan Party that specifically provides for a cure or grace period in
connection therewith, or if the Company or other applicable Loan Party, in the case of each of
clause (A),(B) and (C), is entitled to a grace or cure period by contract or operation of law, no
Event of Default shall be deemed to have occurred under any of the clauses of this subsection 8.18
referred to in clause (A), (B) or (C) due to such circumstances until such cure or grace period has
expired (if and for so long as (a) the circumstance, event or action giving rise to any action or
event enumerated in any such clause of this subsection 8.18 is reasonably susceptible to cure by
the Company or the applicable Loan Party within the designated cure or grace period, (b) the
Company or the applicable Loan Party provides prompt notice to the Administrative Agent that it
intends to cure such event or action and provides reasonably detailed information regarding the
specific nature of such intended cure, and (c) the Company or the applicable Loan Party is actively
pursuing such cure); or




8.19 Loss of Performance Bond or Guaranty.



Any loss, termination (other than in accordance with its terms), suspension, revocation,
cancellation or invalidation of a guaranty or equivalent agreement or instrument (including,
without limitation, the Gaming Concession Guaranty and each Land Concession Guaranty) in favor of
Macau SAR in support of the obligations of any Loan Party, in each case without replacement thereof
within 60 days on terms, with a counterparty, and pursuant to documentation, reasonably
satisfactory in form and substance to the Administrative Agent (provided that such 60-day
period shall be deemed to terminate immediately upon the occurrence of (a) any loss or revocation
of the Gaming Concession Contract or any Land Concession (other than if the VOL Hotel Casino Resort
Project Substantial Operations Date has not yet occurred and the prepayment referred to in
subsection 2.4B(iii)(k) has been made (or the Borrower has provided written notice to the
Administrative Agent that it intends to prepay the Loans), with respect to Site 5 & 6) Contract),
or (b) a Material Adverse Effect that remains uncured for a period of 30 days, in each case caused
by or arising out of such loss, termination, suspension, revocation, cancellation, invalidation or
modification), or any call or drawing made by the Macau SAR under any such guaranty or equivalent
agreement or instrument; or


 


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8.20 Loss of Leasehold Title.



Except as permitted by subsection 7.18, (i) the applicable Loan Party shall cease to have a
good and valid leasehold interest in and to any material portion of the Sands Macao Site, Site 1
and Site 2 and (ii) VOL shall cease to have a good and valid leasehold interest in and to any
material portion of Site 5 & 6 for the VOL Casino Hotel Resort Project, and, in each case, all
material parcels and subdivisions comprising thereof or located thereon, or, in each case, shall
cease to own the improvements for the purpose of owning, constructing, maintaining and operating
the Projects (other than the Cotai Strip Infrastructure Project) in the manner contemplated by the
Operative Documents; provided that prior to the VOL Casino Hotel Resort Operations Date,
the loss by VOL of good and valid leasehold interest in and to any material portion of Site 5 & 6
and/or all or any material parcels and subdivisions comprising thereof or located thereon or the
failure to own any improvements thereon shall not be an Event of Default, Potential Event of
Default or breach of this Agreement (or any applicable other Loan Document) so long as the Borrower
shall have prepaid the Loans (or notified the Administrative Agent that it intends to prepay the
Loans) in accordance with subsection 2.4B(iii)(k) as if such loss triggered the mandatory
prepayment required by subsection 2.4B(iii)(k); or



8.21 Abandonment.



VOL shall Abandon the VOL Casino Hotel Resort Project;



THEN (i) upon the occurrence of any Event of Default, the Administrative Agent may (or may cause
the Collateral Agent to), or at the request of the Requisite Lenders shall, deliver a written
notice to the Borrower stating that an Event of Default has occurred and, as of the date of such
notice, is continuing (an “Enforcement Notice”), (ii) upon the occurrence of any Event of Default
described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest
on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all
Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit
shall have presented, or shall be entitled at such time to present, the drafts or other documents
or certificates required to draw under such Letter of Credit), and (c) all other Obligations shall
automatically become immediately due and payable, without presentment, demand, protest or other
requirements of any kind, all of which are hereby expressly waived by the Borrower, and the
obligation of each Lender to make any Loan, the obligation of the Issuing Lender to issue any
Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall
thereupon terminate, and (iii) upon the occurrence and during the continuation of any Event of
Default not referenced in clause (ii), the Administrative Agent shall, upon the written request or
with the written consent of Requisite Lenders, by written notice to the Borrower, declare all or
any portion of the amounts described in clauses (a), (b) and (c) above to be, and the same shall
forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan,
the obligation of the Issuing Lender to issue any Letter of Credit and the right of any Lender to
issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing
shall not affect in any way the obligations of Lenders under subsection 3.3C(i).



 


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Any amounts described in clause (b) above, when received by the Administrative Agent, shall be
held by the Administrative Agent pursuant to a cash collateral arrangement reasonably satisfactory
to the Administrative Agent. Notwithstanding anything contained in the preceding paragraph, if at
any time within 60 days after an acceleration of the Loans pursuant to clause (ii)
of such paragraph the Borrower shall pay all arrears of interest and all payments on account
of principal which shall have become due otherwise than as a result of such acceleration (with
interest on principal and, to the extent permitted by law, on overdue interest, at the rates
specified in this Agreement) and all Events of Default and Potential Events of Default (other than
non-payment of the principal of and accrued interest on the Loans, in each case which is due and
payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6,
then Requisite Lenders, by written notice to the Borrower, may at their option rescind and annul
such acceleration and its consequences; but such action shall not affect any subsequent Event of
Default or Potential Event of Default or impair any right consequent thereon. The provisions of
this paragraph are intended merely to bind Lenders to a decision which may be made at the election
of Requisite Lenders and are not intended, directly or indirectly, to benefit the Borrower, and
such provisions shall not at any time be construed so as to grant the Borrower the right to require
Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or
Lenders from exercising any of the rights or remedies available to them under any of the Loan
Documents, even if the conditions set forth in this paragraph are met.



Section 9. Agents and Arrangers.



9.1 Appointment.



A. Appointment of the Administrative Agent. BOC is hereby appointed Administrative
Agent hereunder and under the other Loan Documents and each Lender hereby authorizes the
Administrative Agent to act as its agent in accordance with the terms of this Agreement and the
other Loan Documents. The Administrative Agent agrees to act upon the express conditions contained
in this Agreement and the other Loan Documents, as applicable. The provisions of this Section 9
(other than the second proviso to the first sentence of subsection 9.6, the second sentence of
subsection 9.5 and the first sentence of subsection 9.7) are solely for the benefit of the
Administrative Agent and the Lenders; the Borrower shall have no rights as a third party
beneficiary of any of the provisions thereof. In performing its functions and duties under this
Agreement, the Administrative Agent shall act solely by and on behalf of the Lenders and does not
assume and shall not be deemed to have assumed any obligation towards or relationship of agency or
trust with or for SCL, Parent, the Company or any of its Subsidiaries.



B. Appointment of Collateral Agent. Simultaneously herewith, BOC is entering into the
Collateral Agency Agreement, whereby the Collateral Agent will be appointed to act on behalf of the
Administrative Agent and the Lenders solely with respect to the Collateral. Each Lender hereby
authorizes the Administrative Agent, on behalf of and for the benefit of Lenders, to enter into the
Collateral Agency Agreement, and each Lender agrees to be bound by the terms of the Collateral
Agency Agreement.


 


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Upon execution of the Collateral Agency Agreement, (i) each and every right, power, privilege
or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised
by or vested in or conveyed to the Administrative Agent with respect to the Collateral shall be
exercisable by and vest in the Collateral Agent to the extent, and only to the extent, necessary to
enable the Collateral Agent to exercise such rights, powers and privileges with respect to such
Collateral and to perform such duties with respect to such Collateral, and every covenant and
obligation contained in the Loan Documents and necessary to the exercise or
performance thereof by the Collateral Agent shall run to and be enforceable by either the
Administrative Agent or the Collateral Agent, and (ii) the provisions of this Section 9 and of
subsections 10.2 and 10.3 that refer to the Administrative Agent shall inure to the benefit of the
Collateral Agent and all references therein to the Administrative Agent shall be deemed to be
references to the Administrative Agent and/or the Collateral Agent, as the context may require.



Should any instrument in writing from the Borrower or any other Loan Party be required by the
Collateral Agent for vesting in and confirming to it such rights, powers, privileges and duties,
the Borrower shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all
such instruments promptly upon reasonable request by such Collateral Agent or the Administrative
Agent. In case any Collateral Agent, or a successor thereto, shall resign or be removed, all the
rights, powers, privileges and duties of such Collateral Agent, to the extent permitted by law,
shall vest in and be exercised by the Administrative Agent until the appointment of a new
Collateral Agent.



9.2 Powers and Duties; General Immunity.



A. Powers; Duties Specified. Each Lender irrevocably authorizes the Administrative
Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies
hereunder and under the other Loan Documents as are specifically delegated or granted to the
Administrative Agent by the terms hereof and thereof, together with such powers, rights and
remedies as are reasonably incidental thereto. The Administrative Agent hereby agrees to provide
any notices, reports, financial statements or other information required to be delivered by the
Company, the Borrower, or any other Loan Party pursuant to this Agreement or any other Loan
Document to the Lenders. The Administrative Agent shall have only those duties and responsibilities
that are expressly specified in this Agreement and the other Loan Documents. The Administrative
Agent may exercise such powers, rights and remedies and perform such duties by or through its
agents or employees. The Administrative Agent shall not have, by reason of this Agreement or any
of the other Loan Documents, a fiduciary relationship in respect of any Lender; and nothing in this
Agreement or any of the other Loan Documents, expressed or implied, is intended to or shall be so
construed as to impose upon the Administrative Agent any obligations in respect of this Agreement
or any of the other Loan Documents except as expressly set forth herein or therein. Without
limiting the generality of the foregoing sentence, the use of the term “agent” herein and in other
Loan Documents with reference to the Administrative Agent, the Collateral Agent any such other
sub-agent and to the Affiliates of any such sub-agent, is not intended to connote any fiduciary or
other implied (or express) obligations arising under agency doctrine of any applicable law.
Instead, such term is used merely as a matter of market custom, and is intended to create or
reflect only an administrative relationship between independent contracting parties.


 


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B. No Responsibility for Certain Matters. The Administrative Agent shall not be
responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability,
collectibility or sufficiency of this Agreement or any other Loan Document or for any
representations, warranties, recitals or statements made herein or therein or made in any written
or oral statements or in any financial or other statements, instruments, reports or certificates or
any other documents furnished or made by the Administrative Agent to Lenders or by or on behalf of
SCL, the Parent, the Company or any of its Subsidiaries, any Lender or any person
providing the Settlement Service to the Administrative Agent or any Lender in connection with
the Loan Documents and the transactions contemplated thereby or for the financial condition or
business affairs of SCL, the Parent, the Company or any of its Subsidiaries , nor shall the
Administrative Agent be required to ascertain or inquire as to the performance or observance of any
of the terms, conditions, provisions, covenants or agreements contained in any of the Loan
Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as
to the existence or possible existence of any Event of Default or Potential Event of Default.
Anything contained in this Agreement to the contrary notwithstanding, the Administrative Agent
shall not have any liability arising from confirmations of the amount of outstanding Loans or the
Letter of Credit Usage or the component amounts thereof.



C. Exculpatory Provisions. Neither the Administrative Agent nor any of its officers,
directors, employees or agents shall be liable to Lenders for any action taken or omitted by the
Administrative Agent under or in connection with any of the Loan Documents except to the extent
caused by the Administrative Agent’s gross negligence or willful misconduct. The Administrative
Agent shall be entitled to refrain from any act or the taking of any action (including the failure
to take an action) in connection with this Agreement or any of the other Loan Documents or from the
exercise of any power, discretion or authority vested in it hereunder or thereunder unless and
until the Administrative Agent shall have received instructions in respect thereof from Requisite
Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6)
and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case
may be), the Administrative Agent shall be entitled to act or refrain from acting, or to exercise
such power, discretion or authority, in accordance with such instructions. Without prejudice to
the generality of the foregoing, (i) the Administrative Agent shall be entitled to rely, and shall
be fully protected in relying, upon any communication, instrument or document believed by it to be
genuine and correct and to have been signed or sent by the proper Person or Persons, including any
Settlement Confirmation or other communication issued by any Settlement Service, and shall be
entitled to rely and shall be protected in relying on opinions and judgments of attorneys
(including, without limitation, attorneys for SCL, the Parent, the Company or any of its
Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no
Lender shall have any right of action whatsoever against the Administrative Agent as a result of
the Administrative Agent acting or refraining from acting under this Agreement or any of the other
Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as
may be required to give such instructions under subsection 10.6).



D. Administrative Agent Entitled to Act as Lender. The agency hereby created shall in
no way impair or affect any of the rights and powers of, or impose any duties or obligations upon,
the Administrative Agent in its individual capacity as a Lender hereunder. With respect to its
participation in the Loans and the Letters of Credit, the Administrative Agent shall have the same
rights and powers hereunder as any other Lender and may exercise the same as though it were not
performing the duties and functions delegated to it hereunder, and the term “Lender” or “Lenders”
or any similar term shall, unless the context clearly otherwise indicates, include the
Administrative Agent in its individual capacity. The Administrative Agent and its Affiliates may
accept deposits from, lend money to and generally engage in any kind of banking, trust, financial
advisory or other business with SCL, the Parent, the Company and any of its Subsidiaries as if it
were not performing the duties specified herein, and may accept fees and other consideration
from SCL, the Parent, the Company and any of its Subsidiaries for services in connection with
this Agreement and otherwise without having to account for the same to Lenders.


 


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E. Administrative Agent Determinations. To the extent the Administrative Agent is
entitled or required to make any determinations under this Agreement, any Loan Document or any
intercreditor agreement, the Administrative Agent may (but shall not be required to) request
instructions from the Requisite Lenders.



F. Delegation of Duties. The Administrative Agent may perform any and all of its
duties and exercise its rights and powers under this Agreement or under any other Loan Document by
or through any one or more sub-agents (including the Collateral Agent) appointed by the
Administrative Agent, the Collateral Agent and any such other sub-agent. The Administrative Agent,
the Collateral Agent and any such other sub-agent may perform any and all of its duties and
exercise its rights and powers by or through their respective Affiliates. The exculpatory,
indemnification and other provisions of this subsection 9.2 and of subsection 9.4 shall apply to
any Affiliates of the Administrative Agent and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as well as activities
as the Administrative Agent. All of the rights, benefits, and privileges (including the exculpatory
and indemnification provisions) of this Section 9.2 and of Section 9.4 shall apply to the
Collateral Agent any such other sub-agent and to the Affiliates of any such sub-agent, and shall
apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named
herein. Notwithstanding anything herein to the contrary, with respect to the Collateral Agent and
each other sub-agent appointed by the Administrative Agent, (i) such sub-agent shall be a third
party beneficiary under this Agreement with respect to all such rights, benefits and privileges
(including exculpatory rights and rights to indemnification) and shall have all of the rights and
benefits of a third party beneficiary, including an independent right of action to enforce such
rights, benefits and privileges (including exculpatory rights and rights to indemnification)
directly, without the consent or joinder of any other Person, against any or all of the Loan
Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights
and rights to indemnification) shall not be modified or amended without the consent of
Administrative Agent, and (iii) such sub-agent shall only have obligations to the Administrative
Agent and not to any Loan Party, Lender or any other Person and no Loan Party, Lender or any other
Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise,
against such sub-agent.



9.3 Representations and Warranties; No Responsibility for Appraisal of Credit
Worthiness.



Each Lender represents and warrants that it has made its own independent investigation of the
financial condition and affairs of SCL, the Parent, the Company and its Subsidiaries in connection
with the making of the Loans and the issuance of the Letters of Credit hereunder and that it has
made and shall continue to make its own appraisal of the creditworthiness of SCL, the Parent, the
Company and its Subsidiaries. The Administrative Agent shall not have any duty or responsibility,
either initially or on a continuing basis, to make any such investigation or any such appraisal on
behalf of Lenders or to provide any Lender with any credit or other information with respect
thereto, whether coming into its possession before the making of the Loans or at any time or times
thereafter, and none of the Arrangers or the Agents shall have any
responsibility with respect to the accuracy of or the completeness of any information provided
to Lenders.


 


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9.4 Right to Indemnity.



Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify, defend and
hold harmless the Administrative Agent, the Collateral Agent, each other sub-agent to the extent
the same shall not have been reimbursed by the Borrower, and without limiting is obligation to do
so, for and against any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses (including counsel fees and disbursements) and disbursements of
every kind and nature whatsoever which may be imposed on, incurred by or asserted against the
Administrative Agent, the Collateral Agent, and any other sub-agent in exercising its powers,
rights and remedies or performing its duties hereunder or under the other Loan Documents or
otherwise in its capacity as the Administrative Agent, Collateral Agent, or sub-agent in any way
relating to or arising out of this Agreement or the other Loan Documents; provided that no
Lender shall be liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting from
Administrative Agent’s, Collateral Agent’s, or any other sub-agent’s gross negligence or willful
misconduct. If any indemnity furnished to the Administrative Agent, the Collateral Agent, or any
other sub-agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient
or become impaired, the Administrative Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is furnished.



9.5 Successor Administrative Agent and Swing Line Lender.



The Administrative Agent may resign at any time by giving 30 days’ prior written notice
thereof to Lenders and the Borrower, and the Administrative Agent may be removed at any time with
or without cause by an instrument or concurrent instruments in writing delivered to the Borrower
and the Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignation
or any such removal, Requisite Lenders shall have the right, upon five Business Days’ notice to the
Borrower, to appoint a successor Administrative Agent (provided that (i) such successor is
or simultaneously therewith becomes a Lender, and (ii) so long as no Potential Event of Default or
Event of Default has occurred and is continuing, such successor is reasonably acceptable to
Borrower); provided further, however, in the event Administrative Agent resigns,
Administrative Agent shall have the right to appoint an Affiliate of Administrative Agent as
successor Administrative Agent without obtaining the consent of Requisite Lenders. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor Administrative
Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all
the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the
retiring or removed Administrative Agent shall be discharged from its duties and obligations under
this Agreement. After any retiring or removed Administrative Agent’s resignation or removal
hereunder as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as
to any actions taken or omitted to be taken by it while it was the Administrative


 


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 Agent under this
Agreement. Any resignation or removal of BOC or its successor as Administrative Agent pursuant to
this Section shall also constitute the resignation or removal of BOC or its successor as Swing Line
Lender, and any successor
Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such
appointment, become the successor Swing Line Lender for all purposes hereunder. In such event (a)
the Borrower shall prepay any outstanding Swing Line Loans made by the retiring or removed
Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring
or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by
it to the Borrower for cancellation, and (c) the Borrower shall issue, if so requested by successor
Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor
Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Sublimit then
in effect and with other appropriate insertions.




9.6 Collateral Documents and Guaranty.



Each Lender hereby further authorizes the Collateral Agent, on behalf of and for the benefit
of Lenders, to enter into each Collateral Document, the Assignment of Reinsurances and each
Guaranty as secured party or beneficiary (as applicable), and each Lender agrees to be bound by the
terms of each Collateral Document and Guaranty; provided that the Administrative Agent and
the Collateral Agent shall not (i) enter into or consent to any material amendment, modification,
termination or waiver of any provision contained in any Collateral Document or Guaranty or the
Assignment of Reinsurances, or (ii) release any Collateral (except as otherwise expressly permitted
or required pursuant to the terms of this Agreement or the applicable Collateral Document or the
Assignment of Reinsurances), in each case without the prior consent of Requisite Lenders (or, if
required pursuant to subsection 10.6, all Lenders); provided further,
however, that, without further written consent or authorization from Lenders, the
Administrative Agent and the Collateral Agent may (and at the request of a Loan Party shall)
execute any documents or instruments necessary to (i) release any Subsidiary from the Guaranty to
the extent the stock of such Restricted Subsidiary is sold, transferred or otherwise disposed of in
a transaction permitted under this Agreement or otherwise consented to by the Lenders in accordance
with subsection 10.6, such Subsidiary ceases to be a Subsidiary or becomes an Excluded Subsidiary,
(ii) release any Lien encumbering any item of Collateral that is the subject of a sale or other
disposition of assets permitted by this Agreement or required to be released by the terms of any
other Indebtedness secured by a Permitted Lien or pursuant to any intercreditor arrangement entered
into by the Administrative Agent and an agent or lender under a FF&E Facility pursuant to the terms
hereof or to which the Lenders have otherwise consented in accordance with subsection 10.6, (iii)
release any Lien encumbering any item of Collateral in connection with the incurrence of
Indebtedness secured by a Lien on such Collateral permitted under clauses (xiv) and (xv) of the
definition of Permitted Liens, or (iv) subordinate the Liens of the Collateral Documents to Liens
permitted under clause (xxx) of the definition of Permitted Liens and the documents creating such
Liens and to implement and/or create customary arrangements and agreements in connection with
“apart-hotels”. In addition, in connection with the entering into of any such intercreditor
arrangement between the Administrative Agent and an agent or lender under a FF&E Facility, the
Administrative Agent may, without the consent of the Lenders (other than such consent, if any, as
may otherwise be required to enter into such FF&E Facility or intercreditor agreement) enter into
such modifications to the Collateral Documents as are necessary to grant Liens on Specified FF&E in
favor of the lenders under the relevant FF&E Facility to the extent


 


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such Liens are permitted
hereunder, and to otherwise carry out the intent of this Agreement in relation to such Liens. In
connection with any disposition or release of any Collateral pursuant to the terms of any Loan
Document, at the Company’s request and expense,
the Collateral Agent shall (without recourse and without any representation or warranty)
execute and deliver to the Company such documents (including UCC-3 termination statements) as the
Company may reasonably request to evidence or effect such disposition or release. Anything
contained in any of the Loan Documents to the contrary notwithstanding, the Company, the Collateral
Agent and each Lender hereby agree that (X) no Lender shall have any right individually to realize
upon any of the Collateral under any Collateral Document, it being understood and agreed that all
powers, rights and remedies under the Collateral Documents, the Assignment of Reinsurances and each
Guaranty may be exercised solely by the Collateral Agent for the benefit of Lenders in accordance
with the terms thereof, and (Y) in the event of a foreclosure by the Collateral Agent on any of the
Collateral pursuant to a public or private sale, the Collateral Agent or any Lender may be the
purchaser of any or all of such Collateral at any such sale and the Collateral Agent, as agent for
and representative of Lenders (but not any Lender or Lenders in its or their respective individual
capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the
purpose of bidding and making settlement or payment of the purchase price for all or any portion of
the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on
account of the purchase price for any collateral payable by the Collateral Agent at such sale.




9.7 Intercreditor Agreements.



Each Lender hereby further authorizes the Administrative Agent and the Collateral Agent, on
behalf of and for the benefit of Lenders, to enter into the Collateral Agency Agreement, the First
Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement and intercreditor agreements
with any holders of any secured Indebtedness permitted to be incurred hereunder or otherwise
consented to by the Lenders in accordance with subsection 10.6, and each Lender agrees to be bound
by the terms of the Collateral Agency Agreement and each such intercreditor agreement.
Notwithstanding the foregoing, and except as contemplated by this Agreement (including under
clauses (xix), (xx) and (xxi) of subsection 7.1 and the definitions of Permitted Pari Passu Secured
Refinancing Debt, Permitted Junior Secured Refinancing Debt and Permitted Unsecured Indebtedness),
the Administrative Agent shall not enter into or consent to any amendment, modification,
termination or waiver of any provision contained in any such intercreditor agreement without the
prior consent of Requisite Lenders (or, if such amendment, modification, termination or waiver
would result in a change that under subsection 10.6 would require the consent of all Lenders, then
the prior consent of all Lenders).



9.8 [Reserved].



9.9 The Co-Syndication Agents



Each Lender hereby authorizes each Co-Syndication Agent to act as its agent in accordance with
the terms of this Agreement and the other Loan Documents. Each Co-Syndication Agent agrees to act
upon the express conditions contained in this Agreement and the other Loan Documents, as
applicable. The provisions of this subsection 9.9 are solely for the benefit of the Co-Syndication
Agents and the Lenders; the Borrower shall have no rights as a third party beneficiary of any of
the provisions thereof. Each Co-Syndication Agent shall not have any right, power, obligation,
liability, responsibility or duty under this Agreement (or any other Loan Document) other than
those applicable to it in its capacity as a Co-Syndication Agent
(for so long as it is a Co-Syndication Agent), a Lender (to the extent that it is a Lender
hereunder) and as an Arranger (for so long as it is an Arranger). Without limiting the foregoing,
each Co-Syndication Agent does not assume and shall not be deemed to have assumed any obligation
towards or relationship of agency and trust with the Lenders or for the Company or any of its
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Section 10. Miscellaneous.



10.1 Assignments and Participations in Loans.



A. General. Subject to subsection 10.1B, each Lender shall have the right at any time
to (i) sell, assign or transfer to any Eligible Assignee, or (ii) sell participations to any
Eligible Assignee or any other Person (and in the case of any other Person, with the approval of
the Borrower) in all or any part of its Commitments or any Loan or Loans made by it or its
participations in Letters of Credit or any other interest herein or in any other Obligations owed
to it; provided that no such sale, assignment or transfer described in clause (i) above
shall be effective unless and until an Assignment Agreement or Settlement Confirmation effecting
such sale, assignment or transfer shall have been accepted by the Administrative Agent and recorded
in the Register as provided in subsection 10.1B(ii) and provided, further that no
such sale, assignment, transfer or participation of any participation in any Letter of Credit may
be made separately from a sale, assignment, transfer or participation of a corresponding interest
in the Commitment and the Loans of the Lender effecting such sale, assignment, transfer or
participation. Except as otherwise provided in this subsection 10.1, no Lender shall, as between
the Borrower and such Lender, be relieved of any of its obligations hereunder as a result of any
sale, assignment or transfer of, or any granting of participations in, all or any part of its
Commitments or the Loans, the Letters of Credit or participations therein, or the other Obligations
owed to such Lender; and provided further, that any such Eligible Assignee shall
have complied with the requirements of subsection 2.7 including subsection 2.7(B)(iii), and
provided further that the Eligible Assignee shall not be entitled to claim an
amount in excess of that which would be payable to or for the account of the transferring Lender as
of the effective date of any such sale, assignment or transfer in respect of Included Taxes
pursuant to subsection 2.7B (but without prejudice to the right of any Lender or Affiliate to later
assert any obligation of the Borrower under this Agreement with respect to any such Included Taxes
occurring after the date of such sale, assignment or transfer).



B. Assignments.




(i) Amounts and Terms of Assignments. Each Commitment, Loan, participation in
a Letter of Credit, or other Obligation may in whole or in part (a) be assigned, in any
amount to an Eligible Assignee that is a Lender, or any Affiliate of any Lender or any
Approved Fund, provided that the provisions of this clause (a) shall not apply to any
Affiliate of the Borrower to the extent that such Affiliate becomes a Lender as a result of
the provisions of subsection 10.1I, (b) be assigned in an aggregate amount of not less than
$1,000,000 (or such lesser amount if contemporaneous assignments approved by Administrative
Agent in its sole discretion aggregating not less than $1,000,000 are being made by one or
more Eligible Assignees which are Affiliates, provided


 


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that related Approved Funds shall be
treated as one assignor or assignee in determining compliance with such minimum assignment amount) to any Eligible Assignee
that is not at such time a Lender, an Affiliate of a Lender or an Approved Fund of a Lender
with the giving of notice to the Borrower and the Administrative Agent; provided
that with respect to any assignment permitted by this clause (b), so long as no Event of
Default shall have occurred and be continuing, the Borrower shall have provided prior
consent to such assignment, such consent not to be unreasonably conditioned, withheld or
delayed and to be deemed given unless the Borrower has notified the assigning Lender of its
objection to such proposed transfer within five (5) Business Days after its receipt of a
request for such consent or (c) with respect to assignments of Term Loans to the Borrower or
Affiliates of the Borrower pursuant to and in accordance with the terms and conditions of
subsection 10.1I, be assigned in an aggregate amount of not less than the amount specified
in subsection 10.1I(ii) with the giving of prompt notice to the Administrative Agent. To
the extent of any such assignment in accordance with clause (a), (b) and (c) above, the
assigning Lender shall be relieved of its obligations with respect to its Commitments,
Loans, Letters of Credit or participations therein, or other Obligations or the portion
thereof so assigned. The assignor or assignee to each such assignment shall execute and
deliver to the Administrative Agent, for its acceptance and recording in the Register, an
Assignment Agreement, together with a processing and recordation fee of $1,000 in respect of
assignments, and in each case such documentation or other information, if any, with respect
to Included Taxes as the assignee under such Assignment Agreement may be required to deliver
to the Administrative Agent pursuant to subsection 2.7B(iii)(a); provided,
however, only one such fee shall be payable in connection with simultaneous
assignments to or by two or more related Approved Funds, and in the event that the
Administrative Agent, in its sole discretion, determines that the Term Loans after the Term
Loan Commitment Termination Date may be settled through a Settlement Service (defined below)
pursuant to subsection 10.1C, only a written or electronic confirmation of such assignment
issued by a Settlement Service (a “Settlement Confirmation”) shall be delivered with respect
to assignments settled through the Settlement Service. In the case of any assignment to an
Affiliate of the Company permitted pursuant to the definition of Eligible Assignee, such
Assignment Agreement may (but shall not be required to), as mutually agreed by the assignor
and the assignee, contain a representation that the assignee has no MNPI. Upon such
execution, delivery, acceptance and recordation, from and after the Assignment Effective
Date, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall
have the rights and obligations of a Lender hereunder and (z) the assigning Lender
thereunder shall, to the extent that rights and obligations hereunder have been assigned by
it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which
survive the termination of this Agreement under subsection 10.10B) and be released from its
obligations under this Agreement (and, in the case of an Assignment Agreement or, if
applicable, Settlement Confirmation covering all or the remaining portion of an assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party
hereto; provided that, anything contained in any of the Loan Documents to the
contrary notwithstanding, if such Lender is the Issuing Lender with respect to any
outstanding Letters of Credit such Lender shall continue to have all rights and obligations
of


 


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an
Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any
amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the
Commitment of such assignee and any remaining Commitment of such assigning Lender and, if
any such assignment occurs after the issuance of Notes hereunder, the assigning Lender
shall, upon the effectiveness of such assignment or as promptly thereafter as practicable,
surrender its applicable Notes to the Administrative Agent for cancellation, and thereupon
new Notes shall be issued to the assignee and to the assigning Lender, with appropriate
insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of
the assignee and the assigning Lender. For the avoidance of doubt, an Affiliate of the
Company (other than a Subsidiary of the Company) may be an assignee pursuant to subsection
10.1B.




(ii) Acceptance by the Administrative Agent; Recordation in Register. Upon its
receipt of (x) an Assignment Agreement executed by an assigning Lender and an assignee
representing that it is an Eligible Assignee or Eligible Affiliate Purchaser, or (y) if
applicable, a Settlement Confirmation representing that the assignee is an Eligible
Assignee, together with the processing and recordation fee referred to in subsection
10.1B(i) if applicable, and any forms, certificates or other evidence with respect to income
tax withholding matters that such assignee may be required to deliver to the Administrative
Agent pursuant to subsection 2.7B(iii)(a), the Administrative Agent shall, if the
Administrative Agent has consented to the assignment evidenced thereby (to the extent such
consent is required pursuant to subsection 10.1B(i)), (a) accept such Assignment Agreement
or, if applicable, Settlement Confirmation by executing a counterpart thereof as provided
therein (which acceptance shall evidence any required consent of the Administrative Agent to
such assignment), (b) record the information contained therein in the Register (on the same
Business Day as it is received if received by 12:00p.m. (Macau SAR time) and on the
following Business Day if received after such time) and (c) give prompt notice thereof to
the Borrower. The Administrative Agent shall maintain a copy of each Assignment Agreement
and, if applicable, Settlement Confirmation delivered to and accepted by it as provided in
this subsection 10.1B(ii). The date of such execution of a counterpart or recordation of a
transfer shall be referred to herein as the “Assignment Effective Date.”



C. Settlement Service Mechanics. Except for assignments of Term Loans pursuant to and
in accordance with the terms and conditions of subsection 10.1I, the Administrative Agent has the
right, but not the obligation, to effectuate assignments of Term Loans (other than New Term Loans)
on or after the Term Loan Commitment Termination Date via an electronic settlement system
acceptable to the Administrative Agent as designated in writing from time to time to the Lenders by
the Administrative Agent (the “Settlement Service”). At any time when the Administrative Agent
elects, in its sole discretion, to implement such Settlement Service, each such assignment shall be
effected by the assigning Lender and proposed assignee pursuant to the procedures then in effect
under the Settlement Service, which procedures shall be consistent with the other provisions of
this subsection 10.1. Each assignor Lender and proposed assignee shall comply with the
requirements of the Settlement Service in connection with effecting any transfer of Loans pursuant
to the Settlement Service. The Administrative Agent’s consent (but not the Borrower’s consent)
shall be deemed to have been granted to the extent required pursuant to subsection 10.1B(i) with
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Settlement Service. Assignments and assumptions of Term Loans shall be effected by such
manual execution until the Administrative Agent notifies Lenders of the Settlement Service as set
forth herein. Assignments and assumptions of Revolving Loans and Revolving Loan Commitments shall
only be effected by manual execution and delivery to the Administrative Agent of an Assignment
Agreement at all times. Assignments made pursuant to the foregoing provision shall be effective as
of the Assignment Effective Date. Notwithstanding anything herein or in any Assignment Agreement
to the contrary and so long as no Potential Event of Default or Event of Default has occurred and
is continuing, payments in respect of the settlement of an assignment of any Term Loans during
periods when assignments may be settled through a Settlement Service (but not any Revolving Loan or
Revolving Loan Commitment) and with respect to all unpaid interest and commitment fees if any,
which have accrued on such Term Loans whether such interest and commitment fees accrued before or
after the applicable Assignment Effective Date, shall be made in the manner provided for by the
Settlement Service. Any and all fees payable to the Settlement Service shall be paid by the
assigning Lender and/or its assignee which becomes a Lender hereunder and the Administrative Agent
shall have no responsibility whatsoever for payment thereof.




D. Participations. The holder of any participation, other than an Affiliate or an
Approved Fund of the Lender granting such participation, shall not be entitled to require such
Lender to take or omit to take any action hereunder except action directly affecting (i) the
extension of the scheduled final maturity date or any scheduled date for principal payments under
subsection 2.4A of any Loan allocated to such participation, (ii) a reduction of the principal
amount of or the rate of interest payable on any Loan allocated to such participation, or (iii)
releasing all or substantially all of the Collateral, and all amounts payable by the Borrower
hereunder (including amounts payable to such Lender pursuant to subsections 2.6D and 2.7) shall be
determined as if such Lender had not sold such participation. The Borrower and each Lender hereby
acknowledge and agree that, solely for purposes of subsections 10.4 and 10.5, (a) any participation
will give rise to a direct obligation of the Borrower to the participant and (b) the participant
shall be considered to be a “Lender”.



E. Assignments to Federal Reserve Banks and Trustees. In addition to the assignments
and participations permitted under the foregoing provisions of this subsection 10.1, (i) any Lender
may assign and pledge all or any portion of its Loans, the other Obligations owed to such Lender,
and its Notes to any Federal Reserve Bank or other central bank as collateral security pursuant to
Regulation A of the Board of Governors of the Federal Reserve System and any operating circular
issued by such Federal Reserve Bank or (ii) any Lender may pledge all or any portion of its Loans,
Commitments, the other Obligations owed to such Lender, and its Notes, to its creditors or to its
trustee (solely in its capacity as trustee) or other representative in support of its obligations
to such creditor or trustee; provided that (i) no Lender shall, as between the Borrower and
such Lender, be relieved of any of its obligations hereunder as a result of any such assignment and
pledge and (ii) in no event shall such Federal Reserve Bank or other central bank or such creditor
or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or
omit to take any action hereunder.



F. Information. Each Lender may furnish any information concerning the Company and
its Subsidiaries in the possession of that Lender from time to time to assignees and participants
(including prospective assignees and participants), subject to subsection 10.20.


 


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G. Representations of Lenders. Each Lender listed on the signature pages hereof or
succeeding to an interest in the Commitments and Loans, as the case may be, hereby represents and
warrants as of the Closing Date, or as of the applicable Assignment Effective Date, or as of the
date of the Joinder Agreement pursuant to which such Lender becomes a Lender hereunder that (i) it
is an Eligible Assignee or Eligible Affiliate Purchaser; (ii) it has experience and expertise in
the making of and/or investing in loans such as the Loans; and (iii) it will make its Loans for its
own account in the ordinary course and without a view to distribution of such Loans within the
meaning of the Securities Act or the Exchange Act or other federal or state securities laws (it
being understood that, subject to the provisions of this subsection 10.1, the disposition of such
Loans or any interests therein shall at all times remain within its exclusive control). Each
Lender that becomes a party hereto pursuant to an Assignment Agreement or, if applicable, a
Settlement Confirmation shall be deemed to agree that the representations and warranties of such
Lender contained in subsection 2(c) of such Assignment Agreement or, if applicable, Settlement
Confirmation are incorporated herein by this reference; provided that the Borrower or any
Affiliate of the Borrower that is an Eligible Affiliate Purchaser shall only be required to make
the representations and warranties set forth in clause (i) of this subsection 10.1G, in addition to
all other representations and warranties of such Affiliate contained in the Auction Assignment
Agreement.



H. Subject to Gaming Authorities. Notwithstanding anything to the contrary in this
subsection 10.1, the rights of the Lenders to make assignments of, and grant participations in, any
or all of its Commitments or any Loan or Letter of Credit made or issued by it, or any interest
therein, herein or in any other Obligations owed to any such Lender, shall be subject to the
approval of any applicable Gaming Authorities, to the extent required by law and to the extent
failure to obtain such approval could jeopardize the Gaming License or any other gaming licenses of
the Company or any of its parents or Affiliates.



I. Assignments to Eligible Affiliate Purchasers.




(i) Notwithstanding anything to the contrary contained in this subsection 10.1 or any
other provision of any Loan Document, any Eligible Affiliate Purchaser may, pursuant to an
Auction Assignment Agreement, purchase Term Loans on the terms and conditions set forth in
this subsection 10.1I and the Outline of Auction Mechanics attached hereto as Exhibit T, so
long as (v) no Potential Event of Default or Event of Default has occurred and is continuing
or would result therefrom, (w) such Eligible Affiliate Purchaser agrees to, and does in
fact, on each Auction Purchase Effective Date, without receiving any payment or other
consideration from Borrower in exchange therefor (including any accrued yet unpaid interest
that may have been owing in respect of such cancelled Term Loans) if such Eligible Affiliate
Purchaser is an Affiliate of the Borrower, (1) immediately and irrevocably cancel, forever
discharge and, in the case of an Eligible Affiliate Purchaser that is an Affiliate of the
Borrower, forgive, the Term Loans purchased by and assigned to it in each Auction Loan
Purchase for all purposes and (2) knowingly and voluntarily waive and relinquish (a) all of
its interests, rights and obligations as the owner of such Term Loans and as a Lender under
this Agreement and the other Loan Documents for all purposes under this Agreement and the
other Loan Documents and (b) any rights it may have to invoke any such interests, rights and
obligations or the provisions of the Credit Agreement and the


 


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other
Loan Documents with respect to such Term Loans now or in the future, (x) such Eligible Affiliate
Purchaser purchases the Term Loans that are the subject of such Auction Loan Purchase by
transferring the agreed purchase price (including any accrued yet unpaid interest owing in
respect of such cancelled Term Loans through but not including the applicable Auction
Purchase Effective Date) directly to each assigning Lender, and (y) such Eligible Affiliate
Purchaser has delivered to each of the Auction Manager and Borrower a certificate
substantially in the form of Exhibit U (the “Auction Certificate”), dated as of each Auction
Purchase Effective Date and signed by a duly authorized officer of such Eligible Affiliate
Purchaser, certifying to the matters set forth in clauses (v) — (x) above.




(ii) Any Eligible Affiliate Purchaser may provide notice to the Auction Manager in the
form of an Offer Document that it wishes to make one or more offers (each, an “Offer”) to
Lenders to purchase outstanding Term Loans, with such Offer to be effected pursuant to
Auction Assignment Agreements. Such Eligible Affiliate Purchaser shall have the right to
purchase the Term Loans at a purchase price determined in accordance with the terms set
forth in such Offer Document; provided that the aggregate stated principal amount of
all Term Loans for which Offers are made in any Offer Document shall not be less than
$25,000,000; provided, further, that the aggregate stated principal amount of all
Term Loans assigned to any Eligible Affiliate Purchaser by a Lender pursuant to this
subsection 10.1I(ii) in response to the Offers contained in a single Offer Document shall
not be less than $1,000,000 in the aggregate for all tranches of Term Loans Offered by such
Lender in such Offer Document, which amount shall be reduced to the extent necessary to
reflect (1) the fact that such assignment includes all Term Loans held by the assigning
Lender and (2) the proration of such Term Loans offered by the assigning Lender in the event
a pro rata allocation is made as contemplated in the Offer Document.




(iii) In connection with any assignment pursuant to this subsection 10.1I, each of the
assigning Lenders, on the one hand, and the Eligible Affiliate Purchaser, on the other hand,
shall acknowledge and agree that, as of the Auction Purchase Effective Date, (A) each
Auction Loan Purchase to which it is a party and the assignment related thereto are being
made pursuant to and in accordance with the terms and conditions of this subsection 10.1I,
(B) the Eligible Affiliate Purchaser shall represent and warrant as of the Auction Purchase
Effective Date that such Eligible Affiliate Purchaser has no material non-public information
(“MNPI”) with respect to any Loan Party that both (x) has not been disclosed to the
applicable Lenders (other than because any such Lender does not wish to receive MNPI with
respect to any Loan Party) prior to such date and (y) could reasonably be expected to have a
material effect upon, or otherwise be material to, a Lender’s decision to participate in any
such assignment, (C) it has independently and without reliance on the other party to the
Auction Assignment Agreement made its own analysis and determined to enter into the Auction
Assignment Agreement and to consummate the transactions contemplated thereby and (D) the
other party shall have no liability to it.




(iv) By submitting an Offer Document, an Eligible Affiliate Purchaser shall acknowledge
and agree that it will make payment of the purchase price for the purchased
Term Loans, as may be accepted for payment pursuant to the Offer Document, directly to
the assigning Lender in accordance with the terms of the Offer Document.


 


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(v) On each Auction Purchase Effective Date, the Eligible Affiliate Purchaser shall
without receiving any payment or other consideration from Borrower in exchange therefor
(including any accrued yet unpaid interest that may have been owing in respect of such
cancelled Term Loans), (i) immediately and irrevocably cancel, forever discharge and, in the
case of an Eligible Affiliate Purchaser that is an Affiliate of the Borrower, forgive, the
Term Loans purchased by and assigned to it in each Auction Loan Purchase for all purposes
and (ii) knowingly and voluntarily waive and relinquish (y) all of its interests, rights and
obligations as the owner of such Term Loans and as a Lender under this Agreement and the
other Loan Documents for all purposes under this Agreement and the other Loan Documents and
(z) any rights it may have to invoke any such interests, rights and obligations or the
provisions of this Agreement and the other Loan Documents with respect to such Term Loans
now or in the future. Such Eligible Affiliate Purchaser shall further acknowledge and agree
that the cancellation of the Term Loans purchased by and assigned to it in each Auction Loan
Purchase is an essential term of, and condition to, each Auction Loan Purchase and the
assignment by the assigning Lenders of any Term Loans to such Eligible Affiliate Purchaser.




(vi) Assignment of any Auction Loan Purchases shall be effective upon receipt by the
Auction Manager of a fully executed Auction Assignment Agreement effecting the assignment
thereof and upon receipt by Administrative Agent of a copy thereof for recording in the
Register. Each assignment shall be recorded in the Register by Administrative Agent on the
Business Day the Auction Assignment Agreement is received by the Auction Manager, if
received by 1:00p.m. (Macau SAR time), and on the following Business Day if received after
such time. Prompt notice thereof shall be provided to such Eligible Affiliate Purchaser and
a copy of such Auction Assignment Agreement shall be retained by Administrative Agent. The
date of such recordation of a transfer shall be referred to herein as the “Auction Purchase
Effective Date.”




(vii) Each of the assigning Lenders and the Eligible Affiliate Purchaser shall
acknowledge and agree that, in addition to the purchase price of the purchased Term Loans
that has been agreed between such assigning Lender and such Eligible Affiliate Purchaser,
such Eligible Affiliate Purchaser shall pay directly to such assigning Lender all unpaid
interest, if any, accrued on the purchased Term Loans to but excluding the Auction Purchase
Effective Date applicable thereto. No interest shall accrue or be payable on such purchased
Term Loans from and after the Auction Purchase Effective Date and any Term Loans owned by
such Eligible Affiliate Purchaser shall immediately upon receipt of such Term Loans by such
Eligible Affiliate Purchaser, without further action by any Person, be deemed cancelled and
no longer outstanding for all purposes of this Agreement and all other Loan Documents
(notwithstanding any provisions herein or therein to the contrary), including, without
limitation, (w) the making of, or the application of, any payments to the Lenders under this
Agreement or any other Loan Document (including with respect to accrued interest), (x) the
making of any request, demand, authorization, direction, notice, consent or waiver under
this


 


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Agreement or any other Loan Document, (y) the providing of any rights to such Eligible
Affiliate Purchaser in its capacity as a Lender under this Agreement or any other Loan Document or (z) the
determination of Requisite Lenders, or for any similar or related purpose, under this
Agreement or any other Loan Document, and no such purchased Term Loan may be further
assigned, transferred, contributed, conveyed or resold by such Eligible Affiliate Purchaser.
Without limiting the foregoing, such Eligible Affiliate Purchaser (in its capacity as an
Eligible Affiliate Purchaser) shall not, after the consummation of the transactions
contemplated by the Auction Assignment Agreement, have or be entitled to any of the rights
set forth in subsections 10.1B and 10.1D. Each of the Borrower and the Eligible Affiliate
Purchaser shall expressly consent to the provisions of this paragraph.




(viii) For the avoidance of doubt, failure by the Eligible Affiliate Purchaser to make
any payment to a Lender required by an Auction Assignment Agreement permitted by this
subsection 10.I shall not constitute an Event of Default under subsection 8.3. For the
avoidance of doubt, any extinguishment of any part of the Term Loans shall not affect any
amendment or waiver which prior to such extinguishment had been approved by or on behalf of
the Requisite Lenders in accordance with this Agreement.




(ix) The provisions of this subsection 10.1I shall not require any Eligible Affiliate
Purchaser to undertake or consummate any Offer; provided that to the extent an
Eligible Affiliate Purchaser undertakes to consummate any Offer, it shall, subject to the
preceding conditions and the terms and conditions contained in the applicable Offer,
purchase (and take all the necessary steps required herein to purchase) the principal amount
of all validly tendered Term Loans at a price not to exceed the Applicable Threshold Price
and in an aggregate amount up to the Maximum Offer Amount; provided,
further, that to the extent no Lenders have validly tendered any Term Loans
requested in an Offer or as otherwise agreed to by the Auction Manager, in its sole
discretion, such Eligible Affiliate Purchaser may revoke, withdraw or amend the Offer for
such Term Loans at least 24 hours before the Expiration Time. In addition, such Eligible
Affiliate Purchaser may extend the Expiration Time of an Offer at least 24 hours before the
Expiration Time, provided, however, that only one extension per Offer shall be
permitted, which shall be for a period not exceeding five Business Days. Furthermore, if
such Eligible Affiliate Purchaser has amended an Offer, the Auction Manager shall have the
discretion to extend the applicable Expiration Time, upon notification to such Eligible
Affiliate Purchaser, for an additional period to afford all Lenders the necessary time to
consider such amendments.




(x) All Term Loans assigned to an Eligible Affiliate Purchaser pursuant to subsection
10.1I shall be, as set forth above, immediately cancelled and, therefore, no Term Loans
assigned to such Eligible Affiliate Purchaser pursuant to and in accordance with the terms
and conditions of this subsection 10.1I may be further assigned, transferred, contributed,
conveyed or resold by such Eligible Affiliate Purchaser.


 


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10.2 Expenses.



Whether or not the transactions contemplated hereby shall be consummated, the Company agrees
to pay promptly (i) all the actual and reasonable costs and expenses of preparation of the Loan
Documents and any consents, amendments, waivers or other
modifications thereto; (ii) all the costs of furnishing all opinions by counsel for the Loan
Parties (including any opinions requested by Lenders as to any legal matters arising hereunder) and
of the Company’s and the Borrower’s performance of and compliance with all agreements and
conditions on its part to be performed or complied with under this Agreement and the other Loan
Documents including with respect to confirming compliance with environmental, insurance and
solvency requirements; (iii) the reasonable fees, expenses and disbursements of counsel to the
Arrangers, the Administrative Agent, the Collateral Agent and the Co-Syndication Agents in
connection with the negotiation, preparation, execution and administration of the Loan Documents
(subject to the terms of the separate letter outlining the payment of legal fees and costs and
expenses) and the reasonable legal, engineering and other fees, expenses and disbursements of
counsel to the Administrative Agent and the Collateral Agent in connection with any consents,
amendments, waivers or other modifications to any Loan Documents (whether or not effective or
executed) and any other documents or matters requested by the Company; (iv) all the actual costs
and reasonable expenses of creating and perfecting Liens in favor of the Collateral Agent on behalf
of Lenders pursuant to any Collateral Document, including filing and recording fees, expenses and
taxes, stamp or documentary taxes, search fees, and reasonable fees, expenses and disbursements of
counsel to the Agents and of counsel providing any opinions that the Administrative Agent,
Collateral Agent or Requisite Lenders may request in respect of the Collateral Documents or the
Liens created pursuant thereto; (v) all the actual costs and reasonable expenses (including the
reasonable fees, expenses and disbursements of any auditors, accountants or appraisers and any
environmental or other consultants, advisors and agents employed or retained by the Administrative
Agent, Collateral Agent or their respective counsel) of obtaining and reviewing any appraisals
provided for under any Loan Documents, any environmental audits or reports provided for under
subsection 6.7D; (vi) all the actual and reasonable costs and expenses incurred in the custody or
preservation of any of the Collateral; (vii) all other actual and reasonable costs and expenses
incurred by the Agents in connection with the syndication of the Commitments and the negotiation,
preparation and execution of the Loan Documents and any consents, amendments, waivers or other
modifications thereto and the transactions contemplated thereby; and (viii) after the occurrence of
an Event of Default, all costs and expenses, including reasonable attorneys’ fees and costs of
settlement, incurred by the Agents and the Lenders in enforcing any Obligations of or in collecting
any payments due from any Loan Party hereunder or under the other Loan Documents by reason of such
Event of Default (including in connection with the sale of, collection from, or other realization
upon any of the Collateral or the enforcement of any Loan Document) or in connection with any
refinancing or restructuring of the credit arrangements provided under this Agreement in the nature
of a “work-out” or pursuant to any insolvency or bankruptcy proceedings.



10.3 Indemnity.



A. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the
transactions contemplated hereby shall be consummated, each of the Company and, from and after the
Closing Date, the Borrower agrees to defend (subject to the Indemnitee’s selection of counsel
after consultation with the Borrower), indemnify, pay and hold harmless the Administrative Agent,
the Collateral Agent, the Co-Syndication Agents, the Arrangers and Lenders and the officers,
directors, employees, agents, sub-agents, trustees, advisors and affiliates of the Administrative
Agent, the Collateral Agent, the Co-Syndication Agents, the
Arrangers and Lenders (collectively called the “Indemnitees”), from and against any and all
Indemnified Liabilities (as hereinafter defined); provided that each of the Company and the
Borrower shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified
Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or
willful misconduct of that Indemnitee as determined by a final judgment of a court of competent
jurisdiction (but this provisions shall not limit, negate or impair in any way the obligations of
any Loan Party to all other Indemnitees).


 


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As used herein, “Indemnified Liabilities” means, collectively, any and all liabilities,
obligations, losses, damages (including natural resource damages), penalties, actions, judgments,
suits, claims (including Environmental Claims), costs (including the costs of any investigation,
study, sampling, testing, abatement, cleanup, removal, remediation or other response action
necessary to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and
disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of
counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding
commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a
party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing
this indemnity), whether direct, indirect or consequential and whether based on any federal, state
or foreign laws, statutes, rules or regulations (including securities and commercial laws,
statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on
contract or otherwise, that may be imposed on, incurred by, or asserted against any such
Indemnitee, in any manner relating to or arising out of (i) the Confidential Information Memorandum
and other information supplied by the Loans Parties, (ii) any Operative Documents or the
transactions contemplated hereby or thereby (including Lenders’ agreement to make the Loans
hereunder or the use or intended use of the proceeds thereof or the use or intended use of any
thereof, or any enforcement of any of the Loan Documents (including any sale of, collection from,
or other realization upon any of the Collateral or the enforcement of the Guaranty), (iii) the
statements contained in the engagement or commitment letter delivered by any Arranger, Agent or
Lender to the Borrower or the Company with respect thereto, or (iv) any Environmental Claim or any
Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or
present activity, operation, land ownership, or practice of the Company or any of its Subsidiaries.



To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in
this subsection 10.3A may be unenforceable in whole or in part because they are violative of any
law or public policy, each of the Company and, from and after the Closing Date, the Borrower shall
contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the
payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.



B. To the extent permitted by applicable law, no Loan Party shall assert, and the Company (on
its own behalf and on behalf of the other Loan Parties) hereby waives, any claim against each
Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) (whether or not the claim therefor is based on contract,
tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a
result of, or in any way related to, this Agreement or any Loan Document or any agreement or
instrument contemplated hereby or thereby or referred to herein or therein, the
transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or
any act or omission or event occurring in connection therewith, and the Company (on its own behalf
and on behalf of the other Loan Parties) hereby waives, releases and agrees not to sue upon any
such claim or any such damages, whether or not accrued and whether or not known or suspected to
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10.4 Set-Off; Security Interest in Deposit Accounts.



In addition to any rights now or hereafter granted under applicable law and not by way of
limitation of any such rights, from and after the Closing Date, upon the occurrence and during the
continuance of any Event of Default each Lender is hereby authorized by the Borrower at any time or
from time to time, without notice to the Borrower or to any other Person, any such notice being
hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general
or special, including Indebtedness evidenced by certificates of deposit, whether matured or
unmatured, but not including trust accounts or the Excluded Bank Accounts) and any other
Indebtedness at any time held or owing by that Lender to or for the credit or the account of the
Borrower against and on account of the obligations and liabilities of the Borrower to that Lender
under this Agreement, the Letters of Credit and participations therein and the other Loan
Documents, including all claims of any nature or description arising out of or connected with this
Agreement, the Letters of Credit and participations therein or any other Loan Document,
irrespective of whether or not (i) that Lender shall have made any demand hereunder or (ii) the
principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any
other amounts due hereunder shall have become due and payable pursuant to Section 8 and although
said obligations and liabilities, or any of them, may be contingent or unmatured. Effective as of
the Closing Date, the Borrower hereby further grants to the Collateral Agent and each Lender a
security interest in all deposits and accounts (other than any trust accounts or the Excluded Bank
Accounts) maintained with the Collateral Agent or such Lender as security for the Obligations.



10.5 Ratable Sharing.



The Lenders hereby agree among themselves that if any of them shall, whether by voluntary
payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms
of this Agreement), by realization upon security, through the exercise of any right of set-off or
banker’s Lien, by counterclaim or cross action or by the enforcement of any right under the Loan
Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the
Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal,
interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and
owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate
Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in
respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such
proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the
receipt of such payment and (ii) apply a portion of such payment to purchase participations (which
it shall be deemed to have purchased from each seller of a participation simultaneously upon the
receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other
Lenders so that all such recoveries of Aggregate Amounts Due shall be


 


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shared by all Lenders in
proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment
received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or
reorganization of the Borrower or otherwise, those purchases shall be rescinded and the purchase
prices paid for such participations shall be returned to such purchasing Lender ratably to the
extent of such recovery, but without interest. The Borrower expressly consents to the foregoing
arrangement and agrees that any holder of a participation so purchased may exercise any and all
rights of banker’s Lien, counterclaim or, subject to subsection 10.4, set-off with respect to any
and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder
were owed the amount of the participation held by that holder. The provisions of this subsection
10.5 shall not be construed to apply to (x) any payment made by or on behalf of the Borrower
pursuant to and in accordance with the terms of this Agreement (including, without limitation, the
application of funds arising from the existence of a Defaulting Lender), (y) the application of
cash collateral provided for in the last proviso in subsection 3.1A or (z) any payment obtained by
a Lender as consideration for the assignment of or sale of a participation in any of its Loans to
any assignee or participant, including pursuant to subsection 10.1I.




10.6 Amendments and Waivers.



A. No amendment, modification, termination or waiver of any provision of this Agreement or of
the Notes or other Loan Documents (other than the Consents), and no consent to any departure by the
Loan Parties therefrom, shall in any event be effective without the written concurrence of
Requisite Lenders (or the Co-Syndication Agents, the Administrative Agent or the Collateral Agent
only if this Agreement or such Loan Document expressly so provides); provided, that the
Administrative Agent may, with the consent of the Borrower only, amend, modify or supplement this
Agreement or any other Loan Document to cure any ambiguity, omission, mutual mistake among all
parties hereto or thereto, typographical error, defect or inconsistency; provided, further:




(i) that no amendment, modification, termination, waiver or consent shall, unless
approved in writing and signed by the Borrower, the Company and each Lender that would be
directly affected thereby, do any of the following: reduce or forgive the principal of, or
interest on, the Loans or any fees hereunder (other than any waiver of any increase in the
interest rate applicable to any of the Loans pursuant to subsection 2.2E); unless expressly
permitted by any Loan Document, permit any Loan Party to assign or delegate any of its
rights or Obligations under the Loan Documents (other than the Gaming Concession Consent and
the Land Concessions Consents, the assignment or delegation of rights under which are
governed by the provisions of subsection 7.13E); except as contemplated by subsection 2.11,
change in any manner the definition of “Pro Rata Share” or the definition of “Requisite
Lenders” (it being understood that, with the consent of Requisite Lenders, additional
extensions of credit pursuant to this Agreement may be included in “Pro Rata Share” and
“Requisite Lenders” on substantially the same terms as the Term Loan Commitments and the
Term Loans and the Revolving Loan Commitments and the Revolving Loans); change in any manner
any provision of this Agreement which, by its terms, expressly requires the approval or
concurrence of all Lenders; postpone any date fixed for the payment in respect of principal
of, or interest on, the Loans or any fees hereunder; release any Lien granted in favor of
the Collateral Agent with respect to 25% or more in fair market value of the Collateral
other than in
accordance with the terms of the Loan Documents (it being understood that the granting
of additional Liens on Collateral is not a release of a Lien on such Collateral); release
any Guarantor from its obligations under the Guaranty, other than in accordance with the
terms of the Loan Documents; or change in any manner the provisions contained in subsections
9.1, 10.5, 10.6 or 2.4C(iii) (provided, that with respect to subsection 2.4C(iii),
only the consent of each Lender adversely affected thereby shall be required);


 


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(ii) that no amendment, modification, termination, waiver or consent shall, unless
approved in writing and signed by the Borrower and the Requisite Class Lenders of each
Class, do any of the following: alter the required application of any repayments or
prepayments as between Facilities pursuant to Section 2.4 without the consent of the
Requisite Class Lenders of each Facility which is being allocated a lesser repayment or
prepayment as a result thereof (provided, the Requisite Lenders may waive, in whole
or in part, any prepayment so long as the application, as between Facilities, of any portion
of such prepayment which is still required to be made is not altered); or amend the
definition of “Requisite Class Lenders” (provided, with the consent of the Requisite
Lenders, additional extensions of credit pursuant hereto may be included in the
determination of such “Requisite Class Lenders” on substantially the same basis as the Term
Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are
included on the Closing Date);




(iii) that any such amendment, modification, termination, waiver or consent which
increases the amount of the Commitment for any Lender shall be effective only if evidenced
by a writing signed by or on behalf of such Lender; and




(iv) that any release of Liens on Collateral granted to the Collateral Agent with
respect to less than 25% in fair market value of the Collateral shall only require the
consent of the Requisite Lenders.



B. In addition, (i) any amendment, modification, termination or waiver of any of the
provisions contained in Section 4 shall be effective only if evidenced by a writing signed by or on
behalf of the Administrative Agent and Requisite Lenders, (ii) no amendment, modification,
termination or waiver of any provision of any Note shall be effective without the written
concurrence of the Lender which is the holder of that Note except that to the extent such
amendment, modification, termination or waiver would not otherwise require the consent of all
Lenders directly affected thereby, only the consent of the Requisite Lenders shall be required
hereunder, (iii) no amendment, modification, termination or waiver of any provision of Section 9 or
of any other provision of this Agreement which, by its terms, expressly requires the approval or
concurrence of the Administrative Agent shall be effective without the written concurrence of the
Administrative Agent, (iv) no amendment, modification, termination or waiver of any provision
hereof relating to the Swing Line Sublimit or the Swing Line Loans shall be effective without the
written concurrence of the Swing Line Lender and (v) no amendment, modification, termination or
waiver of subsections 10.2 and 10.3 and this subsection 10.6 directly affecting any Arranger or
Co-Syndication Agent shall be effective without the written concurrence of such Arranger or
Co-Syndication Agent.


 


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C. The Administrative Agent may, but shall have no obligation to, with the concurrence of any
Lender, execute amendments, modifications, waivers or consents on behalf of that Lender. Any
waiver or consent shall be effective only in the specific instance and for the specific purpose for
which it was given. No notice to or demand on the Borrower in any case shall entitle the Borrower
to any other or further notice or demand in similar or other circumstances. Any amendment,
modification, termination, waiver or consent effected in accordance with this subsection 10.6 shall
be binding upon each Lender at the time outstanding, each future Lender and, if signed by the
Borrower, on the Borrower.



D. Notwithstanding the foregoing, if any Lender does not agree to any amendment hereunder
requiring the consent of all Lenders directly affected thereby and consented to by Lenders having
or holding at least a majority of the sum of the aggregate Loans and unused Commitment of all
Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in subsection 10.1, including as a condition
precedent to such assignment, (i) Administrative Agent’s consent to the assignee unless not
otherwise required by subsection 10.1 and (ii) payment by the Borrower of the registration fee set
forth in subsection 10.1B(i), if applicable), all such Lender’s interests, rights and obligations
under this Agreement to an assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment); provided that (i) such Lender shall
have received irrevocable payment in full in cash of an amount equal to the outstanding principal
of its Loans (or such lesser amount as agreed to by such Lender), accrued interest thereon, and
accrued fees and all other Obligations and other amounts payable to it hereunder (including amounts
payable pursuant to subsection 2.6D) from the assignee or the Borrower and (ii) such assignment
(together with any other assignments pursuant to this subsection 10.6D or otherwise) will result in
such amendment being approved.



E. Notwithstanding anything to the contrary contained in this subsection 10.6, without the
consent of any Lender, the Borrower, the Company and the Administrative Agent may enter into any
amendment, supplement or modification to this Agreement and the other Loan Documents (including,
without limitation, any intercreditor agreement) necessary to implement the terms of any (i)
Refinancing Amendment in accordance with the terms of this Agreement and (ii) amendment entered
into pursuant to subsection 2.7B(iv).



10.7 Borrower’s Obligations.



Notwithstanding anything to the contrary contained in this Agreement, the Borrower shall have
no obligation or liability under this Agreement in respect of the payment of any fees, expenses or
indemnities until the Closing Date has occurred; provided that nothing in this subsection
10.7 shall in any manner limit the obligation or liability of the Company under this Agreement in
respect of the payment of any fees, expenses or indemnities at any time on and after the date
hereof, including with respect to any amounts that would be owed by the Borrower on and after the
Closing Date.


 


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10.8 Independence of Covenants.



All covenants hereunder shall be given independent effect so that if a particular action or
condition is not permitted by any of such covenants, the fact that it would be permitted by an
exception to, or would otherwise be within the limitations of, another covenant shall not avoid the
occurrence of an Event of Default or Potential Event of Default if such action is taken or
condition exists.



10.9 Notices.



A. Notices Generally. Any notice or other communication herein required or permitted
to be given to SCL or a Loan Party, the Collateral Agent, the Administrative Agent or Lender, shall
be sent to such Person’s address as set forth on Schedule 10.9 or in any other relevant
Loan Document, and in the case of any Lender, the address as indicated on Schedule 10.9 or
otherwise indicated to Administrative Agent in writing. Each notice hereunder shall be in writing
and may be personally served or sent by telefacsimile (except for any notices sent to a Loan Party
or the Administrative Agent) or Macau Postal Service, United States mail or courier service and
shall be deemed to have been given when delivered in person or by courier service and signed for
against receipt thereof, upon receipt of telefacsimile, or three Business Days after depositing it
in the United States mail with postage prepaid and properly addressed; provided, any such
notice or other communication shall at the request of Administrative Agent be provided to any
sub-agent appointed pursuant to subsection 9.2F hereto as designated by Administrative Agent from
time to time.



B. Electronic Communications.



(i) Subject to subsection 10.20, notices and other communications to the Agents and Lenders
hereunder may be delivered or furnished by electronic communication (including e mail and secure
Internet or intranet websites) pursuant to procedures approved by the Administrative Agent,
provided that the foregoing shall not apply to notices to any Lender or Issuing Lender pursuant to
Section 2 if such Lender or the Issuing Lender, as applicable, has notified the Administrative
Agent that it is incapable of receiving notices under such Section by electronic communication. The
Administrative Agent or Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular notices or communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to
an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the
intended recipient (such as by the “return receipt requested” function, as available, return e-mail
or other written acknowledgement), provided that if such notice or other communication is not sent
during the normal business hours of the recipient, such notice or communication shall be deemed to
have been sent at the opening of business on the next Business Day for the recipient, and (ii)
notices or communications posted to an Internet or intranet website shall be deemed received upon
the deemed receipt by the intended recipient at its e-mail address as described in the foregoing
clause (i) of notification that such notice or communication is available and identifying the
website address therefor.



(ii) Each Loan Party understands that the distribution of material through an electronic
medium is not necessarily secure and that there are confidentiality and other risks associated with
such distribution and agrees and assumes the risks associated with such
electronic distribution, except to the extent caused by the willful misconduct or gross
negligence of the Administrative Agent, as determined by a final, non-appealable judgment of a
court of competent jurisdiction.


 


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(iii) Any Approved Electronic Communications are provided “as is” and “as available”. None of
the Agents nor any of their respective officers, directors, employees, agents, advisors or
representatives (the “Agent Affiliates”) warrant the accuracy, adequacy, or completeness of the
Approved Electronic Communications and each expressly disclaims liability for errors or omissions
in the Approved Electronic Communications. No warranty of any kind, express, implied or statutory,
including any warranty of merchantability, fitness for a particular purpose, non-infringement of
third party rights or freedom from viruses or other code defects is made by the Agent Affiliates in
connection with the Approved Electronic Communications.



(iv) Each Loan Party, each Lender, the Issuing Lender and each Agent agrees that
Administrative Agent may, but shall not be obligated to, store any Approved Electronic
Communications in accordance with Administrative Agent’s customary document retention procedures
and policies.



Any notice given under or in connection with any Loan Document must be in English or
accompanied by an English translation. All other documents provided under or in connection with
any Loan Document must be in English or, if not in English, and if so required by the relevant
Agent, accompanied by a certified English translation and, in this case, except with respect to the
Foreign Security Agreements, the English translation shall prevail unless the document is a
constitutional, statutory or other official document.



10.10 Survival of Representations, Warranties and Agreements.



A. All representations, warranties and agreements made herein shall survive the execution and
delivery of this Agreement and the making of the Loans and the issuance of the Letters of Credit
hereunder.



B. Notwithstanding anything in this Agreement or implied by law to the contrary, the
agreements of the Borrower set forth in subsections 2.6D, 2.7, 3.6, 10.2, 10.3, 10.18, 10.19 and
10.25 and the agreements of Lenders set forth in subsections 9.2C, 9.4, 10.5, 10.19 and 10.20 shall
survive the payment of the Loans and the reimbursement of any amounts drawn thereunder, and the
termination of this Agreement.



10.11 Failure or Indulgence Not Waiver; Remedies Cumulative.



No failure or delay on the part of the Administrative Agent or any Lender in the exercise of
any power, right or privilege hereunder or under any other Loan Document shall impair such power,
right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall
any single or partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other power, right or privilege. All rights and remedies existing under
this Agreement and the other Loan Documents are cumulative to, and not exclusive of, any rights or
remedies otherwise available.


 


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10.12 Marshalling; Payments Set Aside.



Neither the Administrative Agent nor any Lender shall be under any obligation to marshal any
assets in favor of the Borrower or any other party or against or in payment of any or all of the
Obligations. To the extent that the Borrower makes a payment or payments to the Administrative
Agent or Lenders (or to the Administrative Agent for the benefit of Lenders), or Administrative
Agent, Collateral Agent or Lenders enforce any security interests or exercise their rights of
setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other
state or federal law, common law or any equitable cause, then, to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies
therefor or related thereto, shall be revived and continued in full force and effect as if such
payment or payments had not been made or such enforcement or setoff had not occurred.



10.13 Severability.



In case any provision in or obligation under this Agreement or the Notes shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the
remaining provisions or obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.



10.14 Obligations Several; Independent Nature of Lenders’ Rights.



The obligations of Lenders hereunder are several and no Lender shall be responsible for the
obligations or Commitments or representations of any other Lender hereunder. Nothing contained
herein or in any other Loan Document, and no action taken by Lenders pursuant hereto or thereto,
shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any
other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate
and independent debt, and each Lender shall be entitled to protect and enforce its rights arising
out of this Agreement, subject to the fourth sentence of subsection 9.6 and it shall not be
necessary for any Lender to be joined as an additional party in any proceeding for such purpose.



10.15 Headings.



Section and subsection headings in this Agreement are included herein for convenience of
reference only and shall not constitute a part of this Agreement for any other purpose or be given
any substantive effect.



10.16 Applicable Law.



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


 


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10.17 Successors and Assigns.



This Agreement shall be binding upon the parties hereto and their respective successors and
assigns and shall inure to the benefit of the parties hereto and the successors and assigns of
Lenders (it being understood that Lenders’ rights of assignment are subject to subsection 10.1).
Neither the Borrower’s rights or obligations hereunder nor any interest therein may be assigned or
delegated by the Borrower without the prior written consent of all Lenders.



10.18 Consent to Jurisdiction and Service of Process.



A. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE COMPANY OR THE BORROWER ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (OTHER THAN THE CONSENTS), OR ANY OBLIGATIONS
THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE,
COUNTY AND CITY OF NEW YORK OR ANY COMPETENT COURT OF MACAU SAR. BY EXECUTING AND DELIVERING THIS
AGREEMENT, THE COMPANY AND THE BORROWER, FOR THEMSELVES AND IN CONNECTION WITH THEIR PROPERTIES,
IRREVOCABLY




(I) ACCEPT GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH
COURTS;




(II) WAIVE ANY DEFENSE OF FORUM NON CONVENIENS;




(III) AGREE THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE
BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE BORROWER OR THE COMPANY AT
THEIR RESPECTIVE ADDRESSES PROVIDED IN ACCORDANCE WITH SUBSECTION 10.9 OR TO SUCH PERSON’S
AGENT FOR SERVICE OF PROCESS SET FORTH IN SUBSECTION 4.1Q;




(IV) AGREE THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT TO CONFER PERSONAL
JURISDICTION OVER THE COMPANY AND THE BORROWER IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND
OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT;




(V) AGREE THAT LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR TO BRING PROCEEDINGS AGAINST THE COMPANY OR THE BORROWER IN THE COURTS OF ANY OTHER
JURISDICTION; AND




(VI) AGREE THAT THE PROVISIONS OF THIS SUBSECTION 10.18 RELATING TO JURISDICTION AND VENUE
SHALL BE BINDING AND ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER NEW YORK GENERAL
OBLIGATIONS LAW SECTION 5-1402 OR OTHERWISE.


 


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B. Each Loan Party hereby irrevocably appoints Corporate Services Company (the “Process
Agent”), with an office on the date hereof at 80 State Street, Albany, NY 12207-2543,
as its agent to receive on its behalf and on behalf of its Properties, service of copies of
the summons and complaint and any other process that may be served in any such action or
proceeding. No less than five (5) Business Days prior to the expiration of any such appointment in
respect of any Loan Party, the Company shall provide evidence reasonably satisfactory to the
Administrative Agent that such appointment has been renewed or extended. Service upon the Process
Agent shall be deemed to be personal service on the Loan Parties and shall be legal and binding
upon the Loan Parties for all purposes notwithstanding any failure to mail copies of such legal
process to the Loan Parties, or any failure on the part of the Loan Parties to receive the same.
Nothing herein shall affect the right to serve process in any other manner permitted by applicable
law or any right to bring legal action or proceedings in any other competent jurisdiction,
including judicial or non judicial foreclosure of real property interests which are part of the
Collateral. The Loan Parties further agree that the aforesaid courts of the State of New York and
of the United States of America for the Southern District of New York shall have exclusive
jurisdiction with respect to any claim or counterclaim of the Loan Parties based upon the assertion
that the rate of interest charged by or under this Agreement or under the other Loan Documents is
usurious. To the extent permitted by applicable law, the Loan Parties further irrevocably agree to
the service of process of any of the aforementioned courts in any suit, action or proceeding by the
mailing of copies thereof by certified mail, postage prepaid, return receipt requested, to the Loan
Parties at the addresses referenced in subsection 10.9, such service to be effective upon the date
indicated on the postal receipt returned from the Loan Parties.



10.19 Waiver of Jury Trial.



EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN
TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this
waiver is intended to be all-encompassing of any and all disputes that may be filed in any court
and that relate to the subject matter of this transaction, including contract claims, tort claims,
breach of duty claims and all other common law and statutory claims. Each party hereto
acknowledges that this waiver is a material inducement to enter into a business relationship, that
each has already relied on this waiver in entering into this Agreement, and that each will continue
to rely on this waiver in their related future dealings. Each party hereto further warrants and
represents that it has reviewed this waiver with its legal counsel and that it knowingly and
voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A
MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SUBSECTION 10.19 AND EXECUTED BY EACH OF THE
PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR
AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. In the event of litigation, this Agreement may be
filed as a written consent to a trial by the court.


 


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10.20 Confidentiality.



Each Agent (which term shall for the purposes of this subsection 10.20 include the Arrangers),
and each Lender (which term shall for the purposes of this subsection 10.20 include the Issuing
Lender) shall hold all non-public information regarding the Borrower and its Affiliates and their
businesses and obtained by such Agent or such Lender pursuant to the requirements hereof in
accordance with such Agent’s and such Lender’s customary procedures for handling confidential
information of such nature and in accordance with safe and sound banking or investment practices,
it being understood and agreed by the Borrower that, in any event, the Administrative Agent may
disclose such information to the Lenders and each Agent and each Lender may make (i) disclosures of
such information to other Lenders, each Agent, the other Loan Parties and SCL, (ii) disclosures of
such information to Affiliates of such Lender to its head office and other branches of such Lender
or Agent and to their respective agents and advisors (and to other Persons authorized by a Lender
or Agent to organize, present or disseminate such information in connection with disclosures
otherwise made in accordance with this subsection 10.20), (iii) disclosures of such information
reasonably required by any bona fide or potential assignee, transferee or participant in connection
with the contemplated assignment, transfer or participation of any Loans or any participations
therein or by any direct or indirect contractual counterparties (or the professional advisors
thereto) to any swap or derivative transaction relating to Borrower and its obligations (provided,
such assignees, transferees, participants, counterparties and advisors are advised of and agree to
be bound by either the provisions of this subsection 10.20 or other confidentiality provisions at
least as restrictive as this subsection 10.20), (iv) disclosure to any rating agency when required
by it, provided that, prior to any disclosure, such rating agency shall undertake in
writing to preserve the confidentiality of any confidential information relating to Loan Parties
and their respective Affiliates received by such rating agency from any Agent or any Lender, (v)
disclosures in connection with the exercise of any remedies hereunder or under any other Loan
Document and (vi) disclosures required or requested by any governmental agency or representative
thereof or by the NAIC or pursuant to legal or judicial process; provided, to the extent
permitted by applicable law or court order, each Lender and each Agent shall notify Borrower of any
request by any governmental agency or representative thereof (other than any such request in
connection with any examination of the financial condition or other routine examination of such
Lender by such governmental agency) for disclosure of any such non-public information prior to
disclosure of such information. In addition, each Agent and each Lender may disclose the existence
of this Agreement and the information about this Agreement to market data collectors, similar
service providers to the lending industry, and service providers to the Agents and the Lenders in
connection with the administration and management of this Agreement and the other Loan Documents.
This subsection 10.20 shall supersede all previous agreements between the parties hereto relating
to the confidentiality of information.



10.21 Usury Savings Clause.



Notwithstanding any other provision herein, the aggregate interest rate charged with respect
to any of the Obligations, including all charges or fees in connection therewith deemed in the
nature of interest under applicable law shall not exceed the Highest Lawful Rate. If the rate of
interest (determined without regard to the preceding sentence) under this Agreement at any time
exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear
interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the
amount of interest which would have been due hereunder if the stated rates of


 


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interest set forth in this Agreement had at all times been in effect. In addition, if when the Loans
made hereunder are repaid in full the total interest due hereunder (taking into account the
increase provided for above) is less than the total amount of interest which would have been due
hereunder if the stated rates of interest set forth in this Agreement had at all times been in
effect, then to the extent permitted by law, Borrower shall pay to Administrative Agent an amount
equal to the difference between the amount of interest paid and the amount of interest which would
have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the
foregoing, it is the intention of Lenders and Borrower to conform strictly to any applicable usury
laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which
constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled
automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding
amount of the Loans made hereunder or be refunded to Borrower.




10.22 Counterparts; Effectiveness.



This Agreement and any amendments, waivers, consents or supplements hereto or in connection
herewith 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 an original, but all
such counterparts together shall constitute but one and the same instrument; 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. This Agreement shall become
effective as of the date hereof.



10.23 USA Patriot Act.



Each Lender hereby notifies the Borrower that pursuant to the requirements of the Patriot Act
it is required to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information that will allow
such Lender to identify the Borrower in accordance with the Patriot Act.



10.24 Electronic Execution of Assignments.



The words “execution,” “signed,” “signature,” and words of like import in any Assignment
Agreement shall be deemed to include electronic signatures or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually
executed signature or the use of a paper-based recordkeeping system, as the case may be, to the
extent and as provided for in any applicable law, including the Federal Electronic Signatures in
Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any
other similar state laws based on the Uniform Electronic Transactions Act.



 


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10.25 Judgment Currency.



The obligations of the Borrower hereunder and under the other Loan Documents to make payments
in Dollars, in Patacas or in HK Dollars, as the case may be (the “Obligation Currency”), shall not
be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or
converted into any currency other than the Obligation Currency, except to the extent that such
tender or recovery results in the effective receipt by the Administrative
 Agent or a Lender of the full amount of the Obligation Currency expressed to be payable to the
Administrative Agent or Lender under this Agreement or the other Loan Documents. If, for the
purpose of obtaining or enforcing judgment against the Borrower or any other Loan Party in any
court or in any jurisdiction, it becomes necessary to convert into or from any currency other than
the Obligation Currency (such other currency being hereinafter referred to as the “Judgment
Currency”) an amount due in the Obligation Currency, the conversion shall be made, at the
equivalent in such Obligation Currency of such amount (determined by the Administrative Agent
pursuant to subsection 1.4 using the applicable Exchange Rate with respect to such Obligation
Currency), in each case, as of the date immediately preceding the day on which the judgment is
given (such Business Day being hereinafter referred to as the “Judgment Currency Conversion Date”).




If there is a change in the rate of exchange prevailing between the Judgment Currency
Conversion Date and the date of actual payment of the amount due, the Borrower covenants and agrees
to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser
amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange prevailing on the date of payment, will produce the amount of the
Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated
in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency
Conversion Date.



For purposes of determining the Dollar Equivalent, such amounts shall include any premium and
costs payable in connection with the purchase of the Obligation Currency.



10.26 English.



The English language shall be the only official and recognized language of this Agreement. If
for any reason a translation of this Agreement is required, such translation shall in the event of
any dispute be secondary to the original English version which shall take precedence.



10.27 Gaming Authorities.



The Arrangers, the Administrative Agent and each Lender agree to cooperate with the Macau
Gaming Authority and any other applicable gaming authorities in connection with the administration
of their regulatory jurisdiction over the Company and its Subsidiaries, including to the extent not
inconsistent with the internal policies of such Lender or Issuing Lender and any applicable legal
or regulatory restrictions the provision of such documents or other information as may be requested
by the Macau Gaming Authority or any other gaming authority relating to the Arrangers, the
Administrative Agent or any of the Lenders, or the Company or any of its Subsidiaries, or to the
Loan Documents. Notwithstanding any other provision of the Agreement, the Borrower expressly
authorizes each Agent and Lender to cooperate with the Macau Gaming Authority and such other gaming
authorities as described above.


 


221









 





10.28 No Fiduciary Duty.



Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this
subsection 10.28, the “Lenders”), may have economic interests that conflict with those of the
Loan Parties, their stockholders and/or their affiliates. The Borrower and VML agree, on
behalf of themselves and the other Loan Parties, that nothing in the Loan Documents or otherwise
will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other
implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its
affiliates, on the other. The Borrower and VML acknowledge and agree, on behalf of themselves and
the other Loan Parties, that (i) the transactions contemplated by the Loan Documents (including the
exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions
between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection
therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary
responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the
transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or
the process leading thereto (irrespective of whether any Lender has advised, is currently advising
or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other
obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and
(y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party,
its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and
agrees that it has consulted its own legal and financial advisors to the extent it deemed
appropriate and that it is responsible for making its own independent judgment with respect to such
transactions and the process leading thereto. Each Loan Party agrees that it will not claim that
any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar
duty to such Loan Party, in connection with such transaction or the process leading thereto.



[Remainder of page intentionally left blank]



 


222









 





IN WITNESS WHEREOF, the parties hereto have caused this Agreement 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/ Toh Hup Hock
 	 
	 	 	Name:  	Mr. Toh Hup Hock 	 
	 	 	Title:  	Borrower Designated Officer 	 
	 	
Notice Address:
	 
	 
	 	 	

The Venetian Macao Resort Hotel

Executive Offices — L2

Estrada da Baía de N. Senhora da Esperança, s/n

Macao

Attn: General Counsel
 	 
	 
	 	For and on behalf of:

VENETIAN MACAU LIMITED

 	 
	 	By:  	/s/ David Ross Sisk
 	 
	 	 	Name:  	David Ross Sisk 	 
	 	 	Title:  	Director







 	 
	 	
Notice Address:
	 
	 
	 	 	

The Venetian Macao Resort Hotel

Executive Offices — L2

Estrada da Baía de N. Senhora da Esperança, s/n

Macao

Attn: General Counsel 	 


 


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ADMINISTRATIVE AGENT:




BANK OF CHINA LIMITED, MACAU BRANCH,

as the Administrative Agent

 	 
	 	By:  	/s/ Loi Chi Kong
 	 
	 	 	Name:  	Loi Chi Kong 	 
	 	 	Title:  	General Manager of CBFI Dept. 	 
	 	 	 
	 	By:  	             /s/ Chan Chong Keong
 	 
	 	 	Name:  	Chan Chong Keong 	 
	 	 	Title:  	Deputy General Manager of CBFI Dept. 	 


 


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	LENDERS:



BANK OF CHINA LIMITED, MACAU BRANCH

as Swing Line Lender, Issuing Lender, a Lender, an Arranger
and a Co-Syndication Agent

 	 
	 	By:  	                /s/ Loi Chi Kong
 	 
	 	 	Name:  	Loi Chi Kong 	 
	 	 	Title:  	General Manager of CBFI Dept. 	 
	 	 	 
	 	By:  	                /s/ Chan Chong Keong
 	 
	 	 	Name:  	Chan Chong Keong 	 
	 	 	Title:  	Deputy General Manager of CBFI Dept. 	 
	 
	 	GOLDMAN SACHS (ASIA) L.L.C.,

as an Arranger and a Co-Syndication Agent

 	 
	 	By:  	/s/ Nelson Lo
 	 
	 	 	Name:  	Nelson Lo 	 
	 	 	Title:  	Managing Director 	 
	 
	 	GOLDMAN SACHS LENDING PARTNERS L.L.C.,

as an Arranger, a Co-Syndication Agent and a Lender

 	 
	 	By:  	/s/ Mark Walton
 	 
	 	 	Name:  	Mark Walton 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	BANK OF AMERICA

as an Arranger, a Co-Syndication Agent and a Lender

 	 
	 	By:  	/s/ Vipul Mehrotra
 	 
	 	 	Name:  	Vipul Mehrotra 	 
	 	 	Title:  	Managing Director 	 


 


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BARCLAYS BANK PLC,

as an Arranger, a Co-Syndication Agent and a Lender

 	 
	 	By:  	/s/ Guy Smith
 	 
	 	 	Name:  	Guy Smith 	 
	 	 	Title:  	Director 	 
	 
	 	BNP PARIBAS HONG KONG BRANCH,

as an Arranger, a Co-Syndication Agent and a Lender

 	 
	 	By:  	/s/ Mary Hse / Albert Wong
 	 
	 	 	Name:  	Mary Hse / Albert Wong 	 
	 	 	Title:  	Senior Banker / Managing Director
Managing Director / Coverage 	 
	 
	 	CITIGROUP GLOBAL MARKETS ASIA LIMITED,

as an Arranger and a Co-Syndication Agent

 	 
	 	By:  	/s/ Elizabeth Luk
 	 
	 	 	Name:  	Elizabeth Luk 	 
	 	 	Title:  	Director 	 
	 
	 	CITICORP FINANCIAL SERVICES LIMITED,

as an Arranger, a Co-Syndication Agent and a Lender

 	 
	 	By:  	/s/ Elizabeth Luk
 	 
	 	 	Name:  	Elizabeth Luk 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CITIBANK, N.A., HONG KONG BRANCH,

as an Arranger, a Co-Syndication Agent and a Lender

 	 
	 	By:  	/s/ Stephen K.K. Li
 	 
	 	 	Name:  	Stephen K.K. Li 	 
	 	 	Title:  	Managing Director 	 


 


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	COMMERZBANK AG,

as an Arranger, a Co-Syndication Agent and a Lender

 	 
	 	By:  	/s/ Christine Chan
 	 
	 	 	Name:  	Christine Chan 	 
	 	 	Title:  	Head of Loan Capital Markets, Asia 	 
	 	 	 
	 	By:  	                                     /s/ Edward Oh
 	 
	 	 	Name:  	Edward Oh 	 
	 	 	Title:  	Vice President
Gaming 	 
	 
	 	CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

as an Arranger, a Co-Syndication Agent and a Lender

 	 
	 	By:  	/s/ Dominique Fournier
 	 
	 	 	Name:  	Dominique Fournier 	 
	 	 	Title:  	Head of Real Estate and Hotel
Structured Finance Asia 	 
	 	 	 
	 	By:  	                                     /s/ Atul Sodhi
 	 
	 	 	Name:  	Atul Sodhi 	 
	 	 	Title:  	Head of Global Loan Syndication Asia 	 
	 
	 	CREDIT SUISSE AG, SINGAPORE BRANCH,

as an Arranger, a Co-Syndication Agent and a Lender

 	 
	 	By:  	/s/ Fiona Gray
 	 
	 	 	Name:  	Fiona Gray 	 
	 	 	Title:  	Director General Counsel Division 	 
	 	 	 
	 	By:  	                             /s/ Adi
 	 
	 	 	Name:  	Adi 	 
	 	 	Title:  	Assistant Vice President 	 


 


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CREDIT SUISSE SECURITIES (USA) LLC,

as an Arranger and a Co-Syndication Agent

 	 
	 	By:  	/s/ Michael Kamras
 	 
	 	 	Name:  	Michael Kamras 	 
	 	 	Title:  	Director 	 
	 
	 	INDUSTRIAL AND COMMERCIAL BANK OF

CHINA (MACAU) LIMITED,

as an Arranger, a Co-Syndication Agent and a Lender

 	 
	 	By:  	/s/ Patrick Cheng
 	 
	 	 	Name:  	Patrick Cheng 	 
	 	 	Title:  	Deputy Chief Executive Officer 	 
	 	 	 
	 	By:  	                         /s/ Linda Chan
 	 
	 	 	Name:  	Linda Chan 	 
	 	 	Title:  	Assistant Manager 	 
	 
	 	ING CAPITAL LLC,

as an Arranger, a Co-Syndication Agent and a Lender

 	 
	 	By:  	/s/ Christopher J. Moon
 	 
	 	 	Name:  	Christopher J. Moon 	 
	 	 	Title:  	Director, TMT Americas 	 
	 
	 	ING BANK N.V., SINGAPORE BRANCH,

as an Arranger and a Co-Syndication Agent

 	 
	 	By:  	/s/ Ranesh Verma
 	 
	 	 	Name:  	Ranesh Verma 	 
	 	 	Title:  	Managing Director, Head of TMT Finance 	 


 


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ING BANK N.V., SINGAPORE BRANCH,

as an Arranger and a Co-Syndication Agent

 	 
	 	By:  	/s/ Paul Verwijmeren
 	 
	 	 	Name:  	Paul Verwijmeren 	 
	 	 	Title:  	Managing Director, Head of TMT Finance 	 
	 
	 	SUMITOMO MITSUI BANKING CORPORATION,

as an Arranger, a Co-Syndication Agent and a Lender

 	 
	 	By:  	/s/ Yuji Kozawa
 	 
	 	 	Name:  	Yuji Kozawa 	 
	 	 	Title:  	Managing Director, Head of TMT Finance 	 
	 
	 	USB SECURITIES LLC,

as an Arranger and a Co-Syndication Agent

 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 
	 	By:  	                      /s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	USB LOAN FINANCE LLC,

as a Lender

 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 	 	 
	 	By:  	                      /s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director 	 


 


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	UNITED OVERSEAS BANK LIMITED,

as an Arranger, a Co-Syndication Agent and a Lender

 	 
	 	By:  	/s/ CHOW Yew Hon
 	 
	 	 	Name:  	CHOW Yew Hon 	 
	 	 	Title:  	Executive Director
Deputy Chief Executive (Hong Kong) 	 
	 	 	 
	 	By:  	                    /s/ Ronny Chng Seng Hong
 	 
	 	 	Name:  	Ronny Chng Seng Hong 	 
	 	 	Title:  	Managing Director
Debt Capital Markets
Group Investment Banking 	 
	 
	 	UNITED OVERSEAS BANK LIMITED,

as an Arranger and a Lender

 	 
	 	By:  	/s/ CHOW Yew Hon
 	 
	 	 	Name:  	CHOW Yew Hon 	 
	 	 	Title:  	Executive Director
Deputy Chief Executive (Hong Kong) 	 
	 	 	 
	 	By:  	                    /s/ Ronny Chng Seng Hong
 	 
	 	 	Name:  	Ronny Chng Seng Hong 	 
	 	 	Title:  	Managing Director
Debt Capital Markets
Group Investment Banking 	 
	 
	 	BANCO NACIONAL ULTRAMARINO, S.A.,

as an Arranger and a Lender

 	 
	 	By:  	/s/ Vitor Rosário
 	 
	 	 	Name:  	Vitor Rosário 	 
	 	 	Title:  	Assistant General Manager 	 
	 	 	 
	 	By:  	                      /s/ Pedro Cardoso
 	 
	 	 	Name:  	Pedro Cardoso 	 
	 	 	Title:  	Chief Executive Officer 	 


 


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	DBS BANK LTD.,

as an Arranger and a Lender

 	 
	 	By:  	/s/ Bernard Lim
 	 
	 	 	Name:  	Bernard Lim 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	OVERSEA-CHINESE BANKING CORPORATION LIMITED,

as an Arranger and a Lender

 	 
	 	By:  	/s/ Richard Cheok
 	 
	 	 	Name:  	Richard Cheok 	 
	 	 	Title:  	Head, Real Estate 	 
	 
	 	THE BANK OF NOVA SCOTIA,

as an Arranger and a Lender

 	 
	 	By:  	/s/ Diane Emanuel
 	 
	 	 	Name:  	Diane Emanuel 	 
	 	 	Title:  	Managing Director 	 
	 
	 	WING LUNG BANK LTD., MACAU BRANCH,

as an Arranger and a Lender

 	 
	 	By:  	/s/ Zhihang GUO
 	 
	 	 	Name:  	Zhihang GUO 	 
	 	 	Title:  	General Manager 	 
	 
	 	CHINA CONSTRUCTION BANK
(MACAU) 

CORPORATION LTD.,

as a Lender

 	 
	 	By:  	/s/ Cheong, Kenneth Kin Hong / Berta Rodrigues
 	 
	 	 	Name:  	Cheong, Kenneth Kin Hong / Berta Rodrigues 	 
	 	 	Title:  	First VP & Managing Director / Deputy GM 	 


 


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANCO COMERCIAL PORTGGUÊS, S.A. MACAO,

as a Lender

 	 
	 	By:  	/s/ José João Barreiros Pãosinho
 	 
	 	 	Name:  	José João Barreiros Pãosinho 	 
	 	 	Title:  	General Manager 	 
	 
	 	AOZORA ASIA PACIFIC FINANCE LIMITED,

as a Lender

 	 
	 	By:  	/s/ Koji Nomura
 	 
	 	 	Name:  	Koji Nomura 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CATHAY UNITED BANK COMPANY, LIMITED, HONG KONG BRANCH,

as a Lender

 	 
	 	By:  	/s/ Wang Shew Ben
 	 
	 	 	Name:  	Mr. Wang Shew Ben 	 
	 	 	Title:  	General Manager 	 
	 
	 	TAI FUNG BANK LIMITED,

as a Lender

 	 
	 	By:  	/s/ Chui Kai Cheong, Lou Kit I
 	 
	 	 	Name:  	Chui Kai Cheong, Lou Kit I 	 
	 	 	Title:  	Director & Vice President, Deputy General
Manager 	 
	 
	 	FAR EASTERN INTERNATIONAL BANK,

 HONG KONG BRANCH,

as a Lender

 	 
	 	By:  	/s/ Bau Jy Chen
 	 
	 	 	Name:  	Bau Jy Chen 	 
	 	 	Title:  	General Manager 	 


 


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK SINOPAC COMPANY LIMITED, MACAU BRANCH,

as a Lender

 	 
	 	By:  	/s/ Ben Chiu
 	 
	 	 	Name:  	Ben Chiu 	 
	 	 	Title:  	Branch Manager 	 
	 
	 	CHANG HWA COMMERCIAL BANK, LTD., OFFSHORE BANKING BRANCH,

as a Lender

 	 
	 	By:  	/s/ Rueih-Hwa Cheng
 	 
	 	 	Name:  	Rueih-Hwa Cheng 	 
	 	 	Title:  	V.P. & General Manager 	 
	 
	 	THE BANK OF EAST ASIA, LIMITED,

as a Lender

 	 
	 	By:  	/s/ Fanny Mook / Christine Wong
 	 
	 	 	Name:  	Fanny Mook / Christine Wong 	 
	 	 	Title:  	Section Head &  /  Department Head
Senior Relationship
Manager 	 
	 
	 	BANK OF KAOHSIUNG, OFFSHORE BANKING BRANCH,

as a Lender

 	 
	 	By:  	/s/ JC. S.J Chen
 	 
	 	 	Name:  	JC. S.J Chen 	 
	 	 	Title:  	SVP & General Manager 	 


 


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	FIRST COMMERCIAL BANK MACAU BRANCH,

as a Lender

 	 
	 	By:  	/s/ Mico Lin
 	 
	 	 	Name:  	Mico Lin 	 
	 	 	Title:  	General Manager 	 
	 
	 	INDUSTRIAL BANK OF TAIWAN,

as a Lender

 	 
	 	By:  	/s/ Roger Lin
 	 
	 	 	Name:  	Roger Lin 	 
	 	 	Title:  	E.V.P. 	 
	 
	 	THE SHANGHAI COMMERCIAL & SAVINGS 

BANK, LTD., OFFSHORE BANKING BRANCH,

as a Lender

 	 
	 	By:  	/s/ Kevin Shiao / Grace Hsieh
 	 
	 	 	Name:  	Kevin Shiao / Grave Hsieh 	 
	 	 	Title:  	Senior Vice President / Vice President 	 
	 
	 	TAISHIN INTERNATIONAL BANK,

as a Lender

 	 
	 	By:  	/s/ John, CS Chou
 	 
	 	 	Name:  	John, CS Chou 	 
	 	 	Title:  	SVP 	 
	 
	 	TAIWAN SHIN KONG COMMERCIAL BANK,

as a Lender

 	 
	 	By:  	/s/ Joyce Chang
 	 
	 	 	Name:  	Joyce Chang 	 
	 	 	Title:  	Assistant Vice President