exv10w1



 





Exhibit 10.1







Dated 18 August 2006




MARINA BAY SANDS PTE. LTD.




as Borrower




arranged by




GOLDMAN SACHS (SINGAPORE) PTE

DBS BANK LTD.

UOB ASIA LIMITED

OVERSEA-CHINESE BANKING CORPORATION LIMITED

as Mandated Lead Arrangers




coordinated by




GOLDMAN SACHS (SINGAPORE) PTE

DBS BANK LTD.

as Coordinators




with




DBS BANK LTD.

acting as Agent




and




DBS BANK LTD.

acting as Security Trustee




S$1,104,040,000

FACILITY AGREEMENT



ALLEN
& GLEDHILL

ONE MARINA BOULEVARD #28-00

SINGAPORE 018989



 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	CLAUSE	 	 	 	 
	1.

	 	DEFINITIONS AND INTERPRETATION
	 	 	1	 
	2.

	 	THE FACILITIES
	 	 	19	 
	3.

	 	PURPOSE
	 	 	20	 
	4.

	 	CONDITIONS OF UTILISATION
	 	 	21	 
	5.

	 	UTILISATION — LOANS
	 	 	22	 
	6.

	 	UTILISATION — BANK GUARANTEES
	 	 	26	 
	7.

	 	BANK GUARANTEES
	 	 	28	 
	8.

	 	REPAYMENT OF LOANS
	 	 	30	 
	9.

	 	PREPAYMENT AND CANCELLATION
	 	 	30	 
	10.

	 	INTEREST
	 	 	35	 
	11.

	 	INTEREST PERIODS
	 	 	36	 
	12.

	 	CHANGES TO THE CALCULATION OF INTEREST
	 	 	37	 
	13.

	 	FEES
	 	 	39	 
	14.

	 	TAX GROSS UP AND INDEMNITIES
	 	 	40	 
	15.

	 	INCREASED COSTS
	 	 	42	 
	16.

	 	OTHER INDEMNITIES
	 	 	43	 
	17.

	 	MITIGATION BY THE LENDERS
	 	 	45	 
	18.

	 	COSTS AND EXPENSES
	 	 	45	 
	19.

	 	REPRESENTATIONS
	 	 	46	 
	20.

	 	INFORMATION UNDERTAKINGS
	 	 	51	 
	21.

	 	GENERAL UNDERTAKINGS
	 	 	54	 
	22.

	 	EVENTS OF DEFAULT
	 	 	66	 
	23.

	 	CHANGES TO THE LENDERS
	 	 	73	 
	24.

	 	CHANGES TO THE BORROWER
	 	 	77	 
	25.

	 	ROLE OF THE AGENT, THE SECURITY TRUSTEE AND THE ARRANGER
	 	 	77	 
	26.

	 	CONDUCT OF BUSINESS BY THE FINANCE PARTIES
	 	 	82	 
	27.

	 	SHARING AMONG THE FINANCE PARTIES
	 	 	83	 
	28.

	 	PAYMENT MECHANICS
	 	 	84	 
	29.

	 	SET-OFF
	 	 	86	 
	30.

	 	NOTICES
	 	 	86	 
	31.

	 	CALCULATIONS AND CERTIFICATES
	 	 	88	 
	32.

	 	PARTIAL INVALIDITY
	 	 	88	 
	33.

	 	REMEDIES AND WAIVERS
	 	 	88	 
	34.

	 	AMENDMENTS AND WAIVERS
	 	 	88	 
	35.

	 	COUNTERPARTS
	 	 	90	 
	36.

	 	GOVERNING LAW
	 	 	90	 
	37.

	 	ENFORCEMENT
	 	 	90	 
	38.

	 	CERTAIN MATTERS AFFECTING LENDERS
	 	 	91	 
	39.

	 	GAMING AUTHORITIES
	 	 	91	 






 









 






THE SCHEDULES




	 	 	 	 	 
	 	 	PAGE
	SCHEDULE
	 	 	 	 
	SCHEDULE 1 The Original Lenders

	 	 	92	 
	SCHEDULE 2 Conditions Precedent

	 	 	93	 
	SCHEDULE 3 Requests

	 	 	95	 
	SCHEDULE 4 Form of Transfer Certificate

	 	 	99	 
	SCHEDULE 5 Timetables

	 	 	101	 
	SCHEDULE 6 Acquired Properties

	 	 	103	 
	SCHEDULE 7 Form of Bank Guarantee

	 	 	104	 
	SCHEDULE 8 Form of Development Agreement

	 	 	105	 
	SCHEDULE 9 Form of LTA Agreement

	 	 	152	 






 









 




THIS AGREEMENT is dated 18 August 2006 and made between:





	(1)	 	MARINA BAY SANDS PTE. LTD., registration number 200507292R (the “Borrower”);
	 
	(2)	 	GOLDMAN SACHS (SINGAPORE) PTE, DBS BANK LTD., UOB ASIA LIMITED and OVERSEA-CHINESE BANKING
CORPORATION LIMITED as mandated lead arrangers (whether acting individually or together the
“Mandated Lead Arranger”);
	 
	(3)	 	GOLDMAN SACHS (SINGAPORE) PTE and DBS BANK LTD. as coordinators (together with the Mandated
Lead Arranger and whether acting individually or together the “Arranger”);
	 
	(4)	 	THE FINANCIAL INSTITUTIONS listed in Schedule 1 as lenders (the “Original Lenders”);
	 
	(5)	 	DBS BANK LTD. as agent of the other Finance Parties (the “Agent”); and
	 
	(6)	 	DBS BANK LTD. as security trustee for the Finance Parties (the “Security Trustee”).





IT IS AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Agreement:
	 
	 	 	"Accepted Proposal” has the meaning given to it in Clause 1.1 (Definitions) of the
Development Agreement.
	 
	 	 	"Acquired Properties” means the properties set out in Schedule 6 (Acquired Properties), to
be acquired directly by the Borrower pursuant to the Acquisition Documents.
	 
	 	 	"Acquisition” means the acquisition by the Borrower of the Acquired Properties pursuant to
the Acquisition Documents.
	 
	 	 	"Acquisition Closing Date” means the “Effective Date”, as described in the Development
Agreement.
	 
	 	 	"Acquisition Costs” means all costs, fees and expenses, and all stamp duty, registration and
other similar Taxes incurred by or on behalf of the Borrower in connection with the
Acquisition and/or the Facilities.
	 
	 	 	"Acquisition Documents” means the Development Agreement, the Lease, the LTA Agreement, the
Consent, and any other document designated as such by the Agent and the Borrower.
	 
	 	 	"Additional Singapore Dollar Notes” has the meaning given to it in the Floating Rate Notes
Documents.
	 
	 	 	"Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding
Company of that person or any other Subsidiary of that Holding Company.




 









 






	 	 	"Assignment of Development Agreement” means an assignment of the Development Agreement
security document between the Borrower and the Security Trustee.
	 
	 	 	"Assignment of Insurances” means an assignment of insurances security document between the
Borrower and the Security Trustee.
	 
	 	 	"Assignment of Project Documents” means an assignment of the Project Documents security
document between the Borrower and the Security Trustee.
	 
	 	 	"Assignment of LTA Agreement” means an assignment of the LTA Agreement security document
between the Borrower and the Security Trustee.
	 
	 	 	"Authorisation” means:






	 	(a)	 	an authorisation, consent, approval, resolution, licence, exemption, filing,
notarisation, lodgement or registration; or
	 
	 	(b)	 	in relation to anything which will be fully or partly prohibited or restricted
by law or regulation if a Governmental Agency intervenes or acts in any way within a
specified period after lodgement, filing, registration or notification, the expiry of
that period without intervention or action.






"Availability Period” means:




	 	(a)	 	in relation to Facility A, the period from and including the date of this
Agreement to and including the date which is 12 Months after the date of this
Agreement;
	 
	 	(b)	 	in relation to Facility B, the period from and including the date of this
Agreement to and including the date which is 24 Months after the date of this
Agreement;
	 
	 	(c)	 	in relation to Loans made under Facility C, the period from and including the
date of this Agreement to and including the date which is 12 Months after the date of
this Agreement; and
	 
	 	(d)	 	in relation to Bank Guarantees issued under Facility C, the period from and
including the date of this Agreement to and including the date falling 24 Months after
the date of this Agreement.






"Available Commitment” means, in relation to a Facility, a Lender’s Commitment under that
Facility minus:




	 	(a)	 	the amount of its participation in any outstanding Utilisations under that
Facility; and
	 
	 	(b)	 	in relation to any proposed Utilisation, the amount of its participation in any
Utilisations that are due to be made under that Facility on or before the proposed
Utilisation Date.






"Available Facility” means, in relation to a Facility, the aggregate for the time being of
the Lenders’ Available Commitments in respect of that Facility.




"Bank Guarantee” means a bank guarantee, substantially in the form set out in Schedule 7
(Form of Bank Guarantee) or in any other form requested by the Borrower



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and agreed by the Agent (with the prior consent of all the Lenders with Facility C
Commitments).




"Break Costs” means the amount (if any) by which:




	 	(a)	 	the interest which a Lender should have received for the period from the date
of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last
day of the current Interest Period in respect of that Loan or Unpaid Sum, had the
principal amount or Unpaid Sum received been paid on the last day of that Interest
Period;






exceeds:




	 	(b)	 	the amount which that Lender would be able to obtain by placing an amount equal
to the principal amount or Unpaid Sum received by it on deposit with a leading bank in
the Singapore interbank market for a period starting on the Business Day following
receipt or recovery and ending on the last day of the current Interest Period.






"Business Day” means a day (other than a Saturday or Sunday) on which banks are open for
general business in Singapore and New York City.




"Casino Licence” has the meaning given to it in Clause 1.1 (Definitions) of the Development
Agreement.




"Charged Assets” means the assets over which Security is expressed to be created pursuant to
any Security Document.




"Citibank Charge” means the Charge on Cash Deposit and Letter of Set-off dated 28 March 2006
made between the Borrower and the Citibank, N.A., Singapore Branch.




"Commitment” means a Facility A Commitment, Facility B Commitment and Facility C Commitment.




"Common Clauses” has the meaning given to it in paragraph (a) of the definition of Majority
Lenders.




"Consent” means the consent of the Lessor to be provided pursuant to item 4(c) of Schedule 2
(Conditions precedent).




"Construction Contracts” means the Main Construction Contract and all other material
construction contracts from time to time entered into by the Borrower with any firm of
contractors for the designing, development, construction, equipping, fitting out and
completion of the Integrated Resort Project (or any part of it) on the Acquired Properties.




"Construction Guarantees” means all Guarantees from time to time issued in favour of the
Borrower, or under which the Borrower has an interest, in connection with the Integrated
Resort Project, whether pursuant to the Construction Contracts or otherwise.




"Control Event” has the meaning given to it in Clause 9.2 (Change of Control).



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"Debenture” means a fixed and floating charge security document between the Borrower and the
Security Trustee.




"Default” means an Event of Default or any event or circumstance specified in Clause 22
(Events of Default) which would (with the lapse of time, the giving of notice, the making of
any determination under the Finance Documents or any combination of any of the foregoing) be
an Event of Default.




"Development Agreement” means the development agreement between the Lessor and the Borrower
relating to the acquisition of the Acquired Properties (incorporating the RFP and all
annexures and schedules to the development agreement), substantially in the form set out in
Schedule 8 (Development Agreement).




"Development Agreement Event of Default” means any “Event of Default” defined in Clause 1.1
(Definitions) of the Development Agreement.




"Eligible Lender” means:




	 	(a)	 	a bank or merchant bank that:






	 	(i)	 	is a financial institution acting through a Facility Office in
Singapore;
	 
	 	(ii)	 	is in possession of (A) a valid licence granted under the
Banking Act, Chapter 19 of Singapore, authorising it to conduct banking
business in Singapore or (B) a valid licence granted by the Monetary Authority
of Singapore, authorising it to conduct merchant banking business in Singapore;
	 
	 	(iii)	 	in respect of which, the Borrower would not be obliged to make
a payment under Clause 14 (Tax gross-up and indemnities) to or for the account
of such financial institution; and
	 
	 	(iv)	 	(for so long as no Event of Default shall have occurred and is
continuing) is not a Restricted Person;






	 	(b)	 	any other financial institution or a trust, fund or other entity which is
regularly engaged in or established for the purpose of making, purchasing or investing
in loans, securities or other financial assets that:






	 	(i)	 	is acting through a Facility Office in Singapore;
	 
	 	(ii)	 	in respect of which, the Borrower would not be obliged to make
a payment under Clause 14 (Tax gross-up and indemnities) to or for the account
of such person; and
	 
	 	(iii)	 	(for so long as no Event of Default shall have occurred and is
continuing) is not a Restricted person; or






	 	(c)	 	solely for the purpose of accepting a transfer of Loans pursuant to Clause
9.8 (Right of replacement of a single Lender) or Clause 38.1 (Nevada Gaming
Authority), any Permitted Sands Lender.




- 4 -









 












"Environment” means living organisms including the ecological systems of which they form
part and the following media:




	 	(a)	 	air (including air within natural or man-made structures, whether above or
below ground);
	 
	 	(b)	 	water (including territorial, coastal and inland waters, water under or within
land and water in drains and sewers); and
	 
	 	(c)	 	land (including land under water).






"Environmental Law” means all laws and regulations of any relevant jurisdiction which:




	 	(a)	 	have as a purpose or effect the protection of, and/or prevention of harm or
damage to, the Environment;
	 
	 	(b)	 	provide remedies or compensation for harm or damage to the Environment; or
	 
	 	(c)	 	relate to Hazardous Substances or health and safety matters concerning exposure
to Hazardous Substances.






"Environmental Licence” means any Authorisation required at any time under Environmental
Law.




"Event of Default” means any event or circumstance specified as such in Clause 22 (Events of
Default).




"Existing Debt” means:




	 	(a)	 	Financial Indebtedness and/or payables of the Borrower to one or more of its
Affiliates existing at the date of this Agreement and incurred solely to finance land
premium payments made to the Lessor in respect of the Integrated Resort Project; and
	 
	 	(b)	 	all other costs and expenses incurred by the Sponsor and its Affiliates prior
to the date of this Agreement in connection with the Integrated Resort Project and the
Singapore tender process and the Singapore post-tender process for the Integrated
Resort Project (including, but not limited to, the tender bank guarantee deposit,
printing costs for the tender submission and all other fees, costs and expenses of
vendors, lawyers, accountants, consultants and office space rental),






in each case as may be set out on a general and approximate basis in the Sources and Use
Summary described in paragraph 4(b) of Schedule 2 (Conditions precedent) and which must be
repaid or reimbursed within a reasonable time, provided that the Borrower shall have up to
the date falling 12 Months after the date of the First Utilisations to repay up S$20,503,600
of such Existing Debt.




"Facility” means Facility A, Facility B or Facility C.




"Facility A” means the term loan facility made available under this Agreement as described
in paragraph (a) of Clause 2.1 (The Facilities).



- 5 -









 






"Facility A Commitment” means:




	 	(a)	 	in relation to an Original Lender, the amount in Singapore Dollars set opposite
its name under the heading “Facility A Commitment” in Schedule 1 (The Original Lenders)
and the amount of any other Facility A Commitment transferred to it under this
Agreement; and
	 
	 	(b)	 	in relation to any other Lender, the amount in Singapore Dollars of any
Facility A Commitment transferred to it under this Agreement,






to the extent not cancelled, reduced or transferred by it under this Agreement.




"Facility A Loan” means a loan made or to be made under Facility A or the principal amount
outstanding for the time being of that loan.




"Facility B” means the term loan facility made available under this Agreement as described
in paragraph (b) of Clause 2.1 (The Facilities).




"Facility B Commitment” means:




	 	(a)	 	in relation to an Original Lender, the amount in Singapore Dollars set opposite
its name under the heading “Facility B Commitment” in Schedule 1 (The Original Lenders)
and the amount of any other Facility B Commitment transferred to it under this
Agreement; and
	 
	 	(b)	 	in relation to any other Lender, the amount in Singapore Dollars of any
Facility B Commitment transferred to it under this Agreement,






to the extent not cancelled, reduced, transferred or increased by it under this Agreement.




"Facility B Loan” means a loan made or to be made under Facility B or the principal amount
outstanding for the time being of that loan.




"Facility C” means the term loan and bank guarantee facilities made available under this
Agreement as described in paragraph (c) of Clause 2.1 (The Facilities).




"Facility C Commitment” means:




	 	(a)	 	in relation to an Original Lender, the amount in Singapore Dollars set opposite
its name under the heading “Facility C Commitment” in Schedule 1 (The Original Lenders)
and the amount of any other Facility C Commitment transferred to it under this
Agreement; and
	 
	 	(b)	 	in relation to any other Lender, the amount in Singapore Dollars of any
Facility C Commitment transferred to it under this Agreement,






to the extent not cancelled, reduced or transferred by it under this Agreement.




"Facility C Loan” means a loan made or to be made under Facility C or the principal amount
outstanding for the time being of that loan.




"Facility C Utilisation” means a Facility C Loan or a Bank Guarantee.



- 6 -









 






"Facility Office” means the office or offices provided by a Lender to the Agent in writing
on or before the date it becomes a Lender (or, following that date, by not less than five
Business Days’ written notice) as the office or offices through which it will perform its
obligations under this Agreement.




"Fee Letter” means any letter or letters dated on or about the date of this Agreement
between, as the case may be, the Arranger and the Borrower, the Agent and the Borrower, the
Security Trustee and the Borrower, setting out any of the fees referred to in Clause 13
(Fees).




"Finance Document” means this Agreement, each Security Document, any other document (other
than a security document) that may at any time be given as guarantee or assurance for any of
the Liabilities pursuant to or in connection with any Finance Document and any other
document designated as such by the Agent and the Borrower.




"Finance Party” means the Agent, the Arranger, a Lender or the Security Trustee.




"Financial Indebtedness” means any indebtedness for or in respect of:




	 	(a)	 	moneys borrowed (including, without limitation, indebtedness evidenced by the
Floating Rate Notes);
	 
	 	(b)	 	any amount raised by acceptance under any acceptance credit facility;
	 
	 	(c)	 	any amount raised pursuant to any note purchase facility or the issue of bonds,
notes, debentures, loan stock or any similar instrument;
	 
	 	(d)	 	the amount of any liability in respect of any lease or hire purchase contract
which would, in accordance with Singapore GAAP, be treated as a finance or capital
lease;
	 
	 	(e)	 	receivables sold or discounted (other than any receivables to the extent they
are sold on a non-recourse basis);
	 
	 	(f)	 	any amount raised under any other transaction (including any forward sale or
purchase agreement) having the commercial effect of a borrowing;
	 
	 	(g)	 	any derivative transaction entered into in connection with protection against
or benefit from fluctuation in any rate or price (and, when calculating the value of
any derivative transaction, only the marked to market value shall be taken into account
and such value shall be calculated without double-counting with other indebtedness);
	 
	 	(h)	 	shares which are expressed to be redeemable;
	 
	 	(i)	 	any counter-indemnity obligation in respect of a guarantee, indemnity, bond,
standby or documentary letter of credit or any other instrument issued by a bank or
financial institution; and
	 
	 	(j)	 	the amount of any liability in respect of any guarantee or indemnity for any of
the items referred to in paragraphs (a) to (i) above,




- 7 -









 












in each case without double-counting and excluding any indebtedness comprising trade
payables incurred in the ordinary course of business.




"First Utilisations” means all initial Utilisations of the Facilities requested by the
Borrower to be made on the same Utilisation Date pursuant to Utilisation Requests delivered
by the Borrower to the Agent in accordance with this Agreement.




"Floating Rate Notes” means the Borrower’s Floating Rate Notes in aggregate principal amount
not to exceed S$1,104,040,000 plus accrued interest thereon.




"Floating Rate Notes Documents” means the Note Purchase Agreement containing the terms
governing the Floating Rate Notes, dated as of the date of this Agreement, the guarantee
issued by the Sponsor in favour of holders of the Floating Rate Notes, and any other
documents related to such Floating Rate Notes or designated as such by the Borrower and the
Agent.




"Governmental Agency” means any government or any governmental agency, semi- governmental or
judicial entity or authority (including, without limitation, any stock exchange or any
self-regulatory organisation established under any law or regulation).




"Guarantee” means any guarantee, bond, indemnity, counter-indemnity or similar instrument
howsoever described issued by any person in respect of any obligation of any other person.




"Hazardous Substance” means any waste, pollutant, contaminant or other substance (including
any liquid, solid, gas, ion, living organism or noise) that is harmful to human health or
other life or the Environment or a nuisance to any person or the presence of which in the
Environment may make the use or ownership of any affected land or property more costly.




"Holding Company” means, in relation to a company or corporation, any other company or
corporation in respect of which it is a Subsidiary.




"Initial Singapore Dollar Notes” has the meaning given to it in the Floating Rate Notes
Documents.




"Instructing Group” means a Lender, Lenders, a Purchaser or Purchasers whose Available
Commitments, participations in the Utilisations, share of the unfunded Initial Singapore
Dollar Notes, share of the unfunded Additional Singapore Dollar Notes and share of the
principal amount of Floating Rate Notes then outstanding, aggregate more than 50 per cent.
of the Available Facilities, all the Utilisations, all unfunded Initial Singapore Dollar
Notes, all unfunded Additional Singapore Dollar Notes and the principal amount of all
Floating Rate Notes then outstanding, provided that any Permitted Sands Lender which is a
Lender shall not be entitled to vote and shall not be polled by the Agent or the Security
Trustee for the purposes of this definition and its vote shall instead be exercised by the
other Lenders on a pro rata basis.




"Integrated Resort” and “IR” shall have the meanings respectively given to them in Clause
1.1 (Definitions) of the Development Agreement.



- 8 -









 






"Integrated Resort Project” means the project of the Borrower for the Integrated Resort, as
described in the Acquisition Documents.




"Intellectual Property Rights” means all patents, designs, copyrights, trade marks, service
marks, trade names, domain names, rights in know-how, any other intellectual property and
any associated or similar rights any where in the world, and any interest in any of the
foregoing (in each case whether registered or unregistered and including any related
licences and sub-licences of the same, applications and rights to apply for the same).




"Interest Period” means, in relation to a Loan, each period determined in accordance with
Clause 11 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in
accordance with Clause 10.3 (Default interest).




"Land Premium” means the sum of S$1,200,000,000 (exclusive of goods and services tax) paid
or to be paid by the Borrower to the Lessor for the Acquired Properties in accordance with
the Development Agreement.




"Lease” has the meaning given to it in Clause 1.1 (Definitions) of the Development
Agreement.




"Lease Event of Default” means any “Event of Default” defined in the Lease.




"Lender” means:




	 	(a)	 	any Original Lender; and
	 
	 	(b)	 	any Eligible Lender which has become a Party in accordance with Clause 23
(Changes to the Lenders),






which in each case has not ceased to be a Party in accordance with the terms of this
Agreement.




"Lessor” means the Singapore Tourism Board.




"Letter of Notification” has the meaning given to it in Clause 1.1 (Definitions) of the
Development Agreement.




"Liabilities” means all present and future moneys, debts and liabilities due, owing or
incurred by the Borrower to any Finance Party under or in connection with any Finance
Document (in each case, whether alone or jointly, or jointly and severally, with any other
person, whether actually or contingently and whether as principal, surety or otherwise).




"Loan” means a Facility A Loan, a Facility B Loan or a Facility C Loan.




"LTA Agreement” means, the Agreement for Provision of Proposed Rapid Transit System and
Roadworks at Marina Bay between the Borrower and the Land Transport Authority of Singapore,
substantially in the form of Schedule 9 (Form of LTA Agreement).




"Main Contractor” means the main contractor(s) (and any successor main contractor(s))
appointed by the Borrower in connection with the Integrated Resort



- 9 -









 







Project, in each case being a reputable contractor and approved by the Lessor (where such
approval is required under the Development Agreement or the Lease).




"Main Construction Contract” means the main construction contracts relating to the
Integrated Resort Project made or to be between the Borrower and the Main Contractor.




"Majority Lenders” means:




	 	(a)	 	for the purposes of amending, waiving or granting any consents under Clauses
19.16 (Environmental Laws and Licences), 19.17 (Environmental releases), 19. 19 (No
prior business), paragraph (a) of Clause 19.20 (Financial Indebtedness or Security),
19.23 (Governmental Regulation), 20.1 (Financial statements), 20.2 (Requirements as to
financial statements), paragraphs (c), (d) and (e) of Clause 20.3 (Information:
miscellaneous), 20.7 (Inspection of books and records), 20.8 (Auditors), 21.2
(Compliance with laws), 21.7 (Financial Indebtedness), 21.8 (Loans and Guarantees),
paragraphs (c) to (e) of Clause 21.9 (The Acquisition), 21.12 (Change of business),
21.13 (Merger), 21.14 (Issue of Shares) to 21.19 (Assets), 21.22 (Environmental
undertakings) to 21.25 (Financial assistance), (in so far as it relates to any of the
foregoing provisions) Clause 22.2 (Other obligations), paragraphs (a) to (d) and
paragraph (e)(i) of 22.4 (Cross default), (in so far as the amendment, waiver or
consent relates to assets other than the Acquired Properties, the Lease or the
Development Agreement), Clause 22.7 (Creditors’ process), Clause 22.11 (Constitutional
documents), Clause 22.12 (Carry on business), (in so far as the amendment, waiver or
consent does not relate to the Acquired Properties, the Integrated Resort Project or
the Lease) Clause 22.13 (Nationalisation) to 22.15 (Litigation), (in so far as the
amendment, waiver or consent does not relate to the Acquired Properties, the
Acquisition Documents, the Casino Licence or the Integrated Resort Project) Clause
22.16 (Project) or Clause 22.17 (Interest Buffer) (collectively, the “Common Clauses”),
the Instructing Group; and
	 
	 	(b)	 	in all other cases, a Lender or Lenders whose Available Commitments and
participations in the Utilisations then outstanding aggregate more than 50 per cent. of
the Available Facilities and all the Utilisations then outstanding,






provided that any Permitted Sands Lender which is a Lender shall not be entitled to vote and
shall not be polled by the Agent or the Security Trustee for the purposes of this definition
and its vote shall instead be exercised by the other Lenders on a pro rata basis.




"Margin” means:




	 	(a)	 	for the period from and including the date of this Agreement to and including
the date which is 12 Months after the date of this Agreement 1.35 per cent. per annum;
and
	 
	 	(b)	 	thereafter, 1.60 per cent. per annum.




- 10 -









 












"Material Adverse Effect” means a material adverse effect on or material adverse change in:




	 	(a)	 	the financial condition, assets, prospects or business of the Borrower;
	 
	 	(b)	 	the ability of the Borrower to perform and comply with its payment or other
material obligations under any Finance Document, the Development Agreement or the
Lease;
	 
	 	(c)	 	the validity, legality or enforceability of any Finance Document, the
Development agreement or (once issued) the Lease; or
	 
	 	(d)	 	the validity, legality or enforceability of any Security expressed to be
created pursuant to any Security Document or on the priority and ranking of any
Security expressed to be created pursuant to any Security Document, taking into
consideration the Development Agreement (but excluding any Security over assets or any
part thereof (other than the Acquired Properties) that is immaterial).






"Month” means a period starting on one day in a calendar month and ending on the numerically
corresponding day in the next calendar month, except that:




	 	(a)	 	if the numerically corresponding day is not a Business Day, that period shall
end on the next Business Day in that calendar month in which that period is to end if
there is one, or if there is not, on the immediately preceding Business Day; and
	 
	 	(b)	 	if there is no numerically corresponding day in the calendar month in which
that period is to end, that period shall end on the last Business Day in that calendar
month.






"Mortgage” means a mortgage over the Acquired Properties security document between the
Borrower and the Security Trustee, initially executed in escrow pursuant to Clause 4.1
(Initial conditions precedent).




"Party” means a party to this Agreement.




"Perfection Requirements” means:




	 	(a)	 	in relation to each of the Mortgage, Debenture and Security Trust Agreement, in
each case, when executed and delivered, the payment of stamp tax in Singapore;
	 
	 	(b)	 	in relation to the Mortgage, when executed and delivered, its registration with
the Singapore Land Authority; and
	 
	 	(c)	 	in relation to each Security Document (other than the Security Trust
Agreement), in each case, when executed and delivered, its registration as a charge
against the Borrower at the Accounting and Corporate Regulatory Authority in Singapore.






"Permit to Commence Building Works” has the meaning given to it in Clause 1.1 (Definitions)
of the Development Agreement.



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"Permitted Sands Lender” means any Affiliate of the Borrower that is permitted to make,
purchase or invest in loans.




"Permitted Security” means:




	 	(a)	 	in relation to all assets of the Borrower other than the Acquired Properties:






	 	(i)	 	the Citibank Charge except to the extent the principal amount
secured by the Citibank Charge exceeds the amount of S$60,000,000, provided
that the Charge is irrevocably, unconditionally and fully discharged no later
31 August 2006;
	 
	 	(ii)	 	any lien arising by operation of law and in the ordinary course
of business securing amounts not more than 30 days overdue (or contested in
good faith by appropriate means prior to an order being made against the person
contesting such amounts, so long as reserves or other appropriate provisions,
if any, required by Singapore GAAP, shall have been made for any such contested
amounts);
	 
	 	(iii)	 	any retention of title arrangements and rights of set-off
arising in the ordinary course of business with suppliers of goods to the
Borrower;
	 
	 	(iv)	 	any Security created pursuant to any Finance Document;
	 
	 	(v)	 	any Security created with the consent of the Agent (acting on
the instructions of the Majority Lenders);
	 
	 	(vi)	 	any attachment or judgment lien not constituting an Event of
Default;
	 
	 	(vii)	 	easements, rights-of-way, avagational 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 Borrower or result in a material diminution in the value the Charged Assets
as security for the Liabilities;
	 
	 	(viii)	 	liens arising from filing UCC financing statements or the Singapore
equivalent relating solely to leases permitted by this Agreement;
	 
	 	(ix)	 	licenses of patents, trademarks and other intellectual property
rights granted by the Borrower in the ordinary course of business and not
interfering in any material respect with the ordinary conduct of the business
of the Borrower;
	 
	 	(x)	 	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 the Borrower to
maintain self-insurance or to participate in other specified insurance
arrangements;




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	 	(xi)	 	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 Security Documents and not interfering in any
material respect with the ordinary conduct of the business of the Borrower;
	 
	 	(xii)	 	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;
	 
	 	(xiii)	 	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 in the development or
construction of the Integrated Resort Project (i) for amounts not yet overdue,
(ii) for amounts that are overdue and that (in the case of any such amounts
overdue for a period in excess of 30 days) are being contested in good faith by
appropriate proceedings prior to an order being made against the person
contesting such amounts so long as such reserves or other appropriate
provisions, if any, as shall be required by Singapore GAAP, shall have been
made for any such contested amounts or (iii) with respect to liens of
mechanics, repairmen, workmen and materialmen, if such lien arises in the
ordinary course of business or in the development or construction of the
Integrated Resort Project, the Borrower has bonded such lien within a
reasonable time after becoming aware of the existence thereof; or
	 
	 	(xiv)	 	any liens over any asset (other than the Development
Agreement, the Lease and the Casino Licence), provided the aggregate value of
assets permitted to be secured under this paragraph (a)(xiv) does not exceed
S$3,000,000; and






	 	(b)	 	in relation to the Acquired Properties, the items referred to in paragraphs
(a)(i) to (a)(xii) above and (except in so far as it relates to statutory liens of
banks and rights of set-off) paragraph (a)(xiii) above,






"Purchasers” has the meaning given to it in the Floating Rate Notes Documents.




"Planning Permission” has the meaning given to it in Clause 1.1 (Definitions) of the
Development Agreement.




"Project Document” means a Construction Contract or Construction Guarantee.




"Quotation Day” means, in relation to any period for which an interest rate is to be
determined, two Business Days before the first day of that period




"Reference Banks” means the principal Singapore offices of DBS Bank Ltd., Sumitomo Mitsui
Banking Corporation and United Overseas Bank Limited or such other banks as may be appointed
by the Agent in consultation with the Borrower.



- 13 -









 






"Repeating Representations” means:




	 	(a)	 	each of the representations set out in Clauses 19.1 (Status) to 19.4 (Power and
authority), 19.7 (No default), to 19.17 (Environmental releases) and 19.20 (No
Financial Indebtedness or Security) to 19.23 (Governmental Regulation); and
	 
	 	(b)	 	each of the representations expressed to be a repeating representation under
the terms of any other Finance Document.






"Restricted person” means:




	 	(a)	 	any person that owns or operates a casino or other gaming operation located in
Singapore, Macau, the United Kingdom, Hungary or the States of Nevada, New Jersey,
Pennsylvania or Michigan (or is an Affiliate of such a person) (provided that a
passive investment constituting less than ten per cent. of the common stock of any such
casino or other gaming operation shall not constitute ownership thereof for the
purposes of this definition);
	 
	 	(b)	 	any person that owns or operates a trade show, convention, exhibition or
conference center in Singapore, Macau, the United Kingdom, Hungary or Las Vegas or
Clark County, Nevada, or the States of New Jersey, Pennsylvania or Michigan (or an
Affiliate of such a person) (provided that a passive investment constituting
less than ten per cent. 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);
	 
	 	(c)	 	any 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 Lender hereunder so long as the
manager of such fund is not controlled by a union or a union does not own ten per cent.
or more of the assets of such fund); or
	 
	 	(d)	 	any person denied an approval or a license, or found unsuitable under the
Nevada Gaming Laws, the gaming laws of Singapore or any other applicable gaming laws.






"RFP” has the meaning given to it in Recital 2 of the Development Agreement.




"Screen Rate” means the rate per annum (expressed as a percentage) for the relevant period
appearing under the caption “ASSOCIATION OF BANKS IN SINGAPORE SIBOR AND SWAP OFFER RATES AT
11 A.M. SINGAPORE TIME” and the column headed “SGD SWAP OFFER” on the page “ABSIRFIX01” of
the Reuters Monitor Money Rates Services (or such other page as may replace that page for
the purpose of displaying the swap offer rates of leading reference banks). If the agreed
page is replaced or service ceases to be available, the Agent may specify another page or
service displaying the appropriate rate after consultation with the Borrower and the
Lenders.



- 14 -









 






"Security” means a mortgage, charge, pledge, lien or other security interest securing any
obligation of any person or any other agreement or arrangement having a similar effect.




"Security Deposit” means the sum of S$192,604,530, being the amount of the security deposit
to be paid to the Lessor by way of cash or Bank Guarantees in accordance with the
Development Agreement.




"Security Documents” means the Assignment of Development Agreement, the Assignment of
Insurances, the Assignment of Project Documents, the Assignment of LTA Agreement, the
Debenture, the Mortgage, the Security Trust Agreement and any other security or other
document that may at any time be given as security for any of the Liabilities pursuant to or
in connection with any Finance Document.




"Security Trust Agreement” means the security trust agreement between the Borrower and the
Finance Parties (other than the Arranger).




"Selection Notice” means a notice substantially in the form set out in Part III of Schedule
3 (Requests) given in accordance with Clause 11 (Interest Periods) in relation to a Loan.




"Singapore GAAP” means generally accepted accounting principles, standards and practices in
Singapore, in effect at the relevant time.




"Singapore Dollars” or “S$” means Singapore Dollars.




"Singapore Gaming Authority” has the meaning given to it in Clause 39 (Gaming Authorities).




"Specified Time” means a time determined in accordance with Schedule 5 (Timetables).




"Sponsor” means Las Vegas Sands Corp., a corporation incorporated under the law of the State
of Nevada, United States of America.




"Sponsor’s Senior Notes” means the outstanding 6 3/8 per cent. Senior Notes of the Sponsor
as the terms thereof may be amended from time to time, and any indebtedness of the Sponsor
issued in a replacement or refinancing thereof.




"Subordinated Shareholders’ Loans” means loans made to the Borrower by any of the direct or
indirect Holding Companies of the Borrower or any of their respective Subsidiaries, that are
unsecured, that have a maturity date after the Termination Date, that do not pay any cash
interest, that do not bind the obligor(s) thereon by the provisions of any covenants other
than customary affirmative covenants, and that do not contain any cross-default provisions
to any other Indebtedness of such obligor(s).




"Subsidiary” means in relation to any company or corporation (a “holding company”), a
company or corporation:




	 	(a)	 	which is controlled, directly or indirectly, by the holding company;




- 15 -









 






	 	(b)	 	more than half the issued share capital of which is beneficially owned,
directly or indirectly, by the holding company; or
	 
	 	(c)	 	which is a Subsidiary of another Subsidiary of the holding company,






and, for this purpose, a company or corporation shall be treated as being controlled by
another if that other company or corporation is able to determine the composition of the
majority of its board of directors or equivalent body.




"SWAP Rate” means, in relation to any Loan or Unpaid Sum:




	 	(a)	 	the applicable Screen Rate as of the Specified Time on the Quotation Day for
the displaying of the swap rate for a period comparable to the Interest Period for that
Loan or Unpaid Sum; or
	 
	 	(b)	 	(if no Screen Rate is available for the Interest Period of that Loan or Unpaid
Sum) the arithmetic mean of the rates (rounded upwards to four decimal places) as
supplied to the Agent at its request quoted by the Reference Banks to leading banks in
the Singapore interbank market, to be in relation for the Interest Period for that Loan
or Unpaid Sum equal to Y (rounded upwards to four decimal places) calculated in
accordance with the following formula:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Y =
	 	(R x
	 	 	365	)	 	 + 
	(	F
	 	x
	 	 	36500	)	 	 + 
	(	F
	 	x R x
	 	 	365	)	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	360	 	 	 	 	S
	 	 	 	 	N	 	 	 	 	S
	 	 	 	 	360	 	 	 	 	 	 	 







where:



	 	 	 	 	 	 	 
	 

	 	F
	 	=
	 	the premium (being a positive number) or the discount (being
a negative number), as the case may be, which would have been paid or received
by such Reference Bank in offering to sell US Dollars forward in exchange for
the Singapore Dollars on the last day of that Interest Period in the Singapore
foreign market as of the Specified Time on the Quotation Day;
	 
	 	 	 	 	 	 
	 

	 	S
	 	=
	 	the exchange rate at which such Reference Bank sells US
Dollars spot in exchange for Singapore Dollars in the Singapore foreign
exchange market, as quoted by such Reference Bank as of the Specified Time on
the Quotation Day;
	 
	 	 	 	 	 	 
	 

	 	R
	 	=
	 	the rate at which such Reference Bank is offering US Dollar
deposits for that Interest Period in an amount comparable to the US Dollar
equivalent of that Loan or Unpaid Sum (such US Dollar equivalent to be
determined by such Reference Bank at such rate or rates as such Reference Bank
reasonably determines to be most appropriate) to leading banks in the Singapore
interbank market as of the Specified Time on the Quotation Day; and
	 
	 	 	 	 	 	 
	 

	 	N
	 	=
	 	the actual number of days in that Interest Period.






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"Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature
(including any penalty or interest payable in connection with any failure to pay or any
delay in paying any of the same).




"Termination Date” means 22 August 2008.




"Total Commitments” means the aggregate of the Total Facility A Commitments, the Total
Facility B Commitments and the Total Facility C Commitments, being S$1,104,040,000 at the
date of this Agreement.




"Total Facility A Commitments” means the aggregate of the Facility A Commitments, being
S$852,290,470 at the date of this Agreement.




"Total Facility B Commitments” means the aggregate of the Facility B Commitments, being
S$59,145,000 at the date of this Agreement.




"Total Facility C Commitments” means the aggregate of the Facility C Commitments, being
S$192,604,530 at the date of this Agreement.




"Transaction Documents” means the Finance Documents, the Acquisition Documents and the
Project Documents.




"Transfer Certificate” means a certificate substantially in the form set out in Schedule 4
(Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower.




"Transfer Date” means, in relation to a transfer, the later of:




	 	(a)	 	the proposed Transfer Date specified in the Transfer Certificate; and
	 
	 	(b)	 	the date on which the Agent executes the Transfer Certificate.






	 	 	"Unpaid Sum” means any sum due and payable but unpaid by the Borrower under the Finance
Documents.
	 
	 	 	"US Dollars” or “US$” means United States dollars.
	 
	 	 	"Utilisation” means a Loan or a Bank Guarantee.
	 
	 	 	"Utilisation Date” means the date on which a Utilisation is, or is to be, made.
	 
	 	 	"Utilisation Request” means (in relation to a Loan) a notice substantially in the form set
out in Part I of Schedule 3 (Requests) or (in relation to a Bank Guarantee) a notice
substantially in the form set out in Part II of Schedule 3 (Requests).
	 
	 	 	"VVDIL I” means Venetian Venture Development Intermediate Limited I, a corporation duly
incorporated and validly existing under the law of the Cayman Islands.
	 
	 	 	"Winding-up” means one of the events or circumstances mentioned in paragraph (a)(i), (a)(ii)
or (a)(iii) of Clause 22.6 (Insolvency proceedings) or any analogous procedure or step in
any jurisdiction.
	 
	1.2	 	Construction
	 
	(a)	 	Unless a contrary indication appears, any reference in this Agreement to:




- 17 -









 












	 	(i)	 	the “Agent”, the “Arranger”, the “Borrower”, any “Finance Party”, any “Lender”,
any “Party” or the “Security Trustee” shall be construed so as to include its
successors in title, permitted assigns and permitted transferees;
	 
	 	(ii)	 	"assets” includes present and future properties, revenues and rights of every
description;
	 
	 	(iii)	 	the Borrower providing “cash cover” for a Bank Guarantee means the Borrower
paying an amount in the currency of the Bank Guarantee to an interest-bearing account
in the name of the Borrower and the following conditions are met:






	 	(A)	 	the account is with the Security Trustee;
	 
	 	(B)	 	withdrawals from the account may only be made to pay a Finance
Party amounts due and payable to it under this Agreement in respect of that
Bank Guarantee until no amount is or may be outstanding under that Bank
Guarantee; and
	 
	 	(C)	 	if the Security Trustee requires, the Borrower has executed a
security document over that account, in form and substance satisfactory to the
Security Trustee with which that account is held, creating a first ranking
security interest over that account;






	 	(iv)	 	the “equivalent” in any currency (the “first currency”) of any amount in
another currency (the “second currency”) shall be construed as a reference to the
amount in the first currency which could be purchased with that amount in the second
currency at the Agent’s spot rate of exchange for the purchase of the first currency
with the second currency in the Singapore foreign exchange market at or about 11:00
a.m. on a particular day (or at or about such time and on such date as the Agent may
from time to time reasonably determine to be appropriate in the circumstances);
	 
	 	(v)	 	"indebtedness” includes any obligation (whether incurred as principal or as
surety) for the payment or repayment of money, whether present or future, actual or
contingent;
	 
	 	(vi)	 	a “person” includes any relevant person, firm, company, corporation, limited
liability company, government, state or agency of a state or any association, trust or
partnership (whether or not having separate legal personality) or two or more of the
foregoing;
	 
	 	(vii)	 	a “regulation” includes any regulation, rule, official directive, request or
guideline (whether or not having the force of law) of any governmental,
intergovernmental or supranational body, agency, department or regulatory,
self-regulatory or other authority or organisation;
	 
	 	(viii)	 	the Borrower “repaying” or “prepaying” a Bank Guarantee means:






	 	(A)	 	the Borrower providing cash cover for that Bank Guarantee;




- 18 -









 






	 	(B)	 	the maximum amount payable under the Bank Guarantee being
reduced in accordance with its terms; or
	 
	 	(C)	 	the Lender that issued that Bank Guarantee being reasonably
satisfied that it has no further liability under that Bank Guarantee,






	 	 	 	and the amount by which a Bank Guarantee is repaid or prepaid under sub-paragraphs
(viii)(A) and (viii)(B) above is the amount of the relevant cash cover or reduction;
	 
	 	(ix)	 	"shares” or “share capital” includes equivalent ownership interests (and
“shareholder” and similar expressions shall be construed accordingly);
	 
	 	(x)	 	a “Transaction Document” or any other agreement or instrument is a reference to
that Transaction Document or other agreement or instrument as amended, novated,
supplemented, extended, restated (however fundamentally and whether or not more
onerous) or replaced and includes any change in the purpose of, any extension of or any
increase in any facility or the addition of any new facility under any Transaction
Document or other agreement or instrument;
	 
	 	(xi)	 	a provision of law is a reference to that provision as amended or re-enacted;
and
	 
	 	(xii)	 	a time of day is a reference to Singapore time (unless otherwise stated).






	(b)	 	Clause and Schedule headings are for ease of reference only.
	 
	(c)	 	Unless a contrary indication appears, a term used in any other Finance Document or in any
notice given under or in connection with any Finance Document has the same meaning in that
Finance Document or notice as in this Agreement.
	 
	(d)	 	A Default is “continuing” if it has not been remedied or waived.
	 
	1.3	 	Third Party Rights
	 
	(a)	 	Unless expressly provided to the contrary in this Agreement, a person who is not a Party has
no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to
enforce or to enjoy the benefit of any term of this Agreement.
	 
	(b)	 	Notwithstanding any terms of this Agreement the consent of any third party is not required
for any variation (including any release or compromise of any liability under) or termination
of this Agreement.
	 
	1.4	 	Eligible Lender
	 
	 	 	Each Original Lender confirms to the Borrower that, on the date of this Agreement, it is an
Eligible Lender.
	 
	2.	 	THE FACILITIES
	 
	2.1	 	The Facilities
	 
	 	 	Subject to the terms of this Agreement the Lenders make available to the Borrower:




- 19 -









 












	 	(a)	 	a term loan facility in Singapore Dollars in an aggregate amount equal to the
Total Facility A Commitments;
	 
	 	(b)	 	a term loan facility in Singapore Dollars in an aggregate amount equal to the
Total Facility B Commitments; and
	 
	 	(c)	 	a term loan facility and a bank guarantee facility in Singapore Dollars in an
aggregate amount equal to the Total Facility C Commitments.






	2.2	 	Finance Parties’ rights and obligations
	 
	(a)	 	The obligations of each Finance Party under the Finance Documents are several. Failure by a
Finance Party to perform its obligations under the Finance Documents does not affect the
obligations of any other Party under the Finance Documents. No Finance Party is responsible
for the obligations of any other Finance Party under the Finance Documents.
	 
	(b)	 	The rights of each Finance Party under or in connection with the Finance Documents are
separate and independent rights and any debt arising under the Finance Documents to a Finance
Party from the Borrower shall be a separate and independent debt.
	 
	(c)	 	A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce
its rights under the Finance Documents.
	 
	3.	 	PURPOSE
	 
	3.1	 	Purpose
	 
	(a)	 	The Borrower shall apply all amounts borrowed by it under Facility A towards:






	 	(i)	 	financing the Land Premium; and
	 
	 	(ii)	 	(A)   financing or refinancing Acquisition Costs;






	 	(B)	 	refinancing the general working capital requirements of the
Borrower in connection with or related to the development and construction of
the Integrated Resort Project (including paying any costs or expenses related
to the Integrated Resort Project); and
	 
	 	(C)	 	refinancing the general corporate purposes of the Borrower in
connection with or related to the Integrated Resort Project,






	 	 	 	in each case incurred prior to the date of this Agreement (up to a maximum aggregate
amount of S$599,336,000); and
	 
	 	(iii)	 	(A)      financing the general working capital requirements of the Borrower in
connection with or related to the development and construction of the Integrated
Resort Project (including paying any costs or expenses related to the Integrated
Resort Project);






	 	(B)	 	financing the general corporate purposes of the Borrower in
connection with or related to the Integrated Resort Project; and




- 20 -









 






	 	(C)	 	(where Facility B is insufficient to fully finance the purpose
described in paragraph (b) below) financing the purpose described in paragraph
(b) below,






in each case incurred on or after the date of this Agreement.




	(b)	 	The Borrower shall apply all amounts borrowed by it under Facility B towards financing the
payment of accrued normal interest on the Loans.
	 
	(c)	 	The Borrower shall apply all amounts borrowed by it under Facility C towards financing the
Security Deposit, but only on or after the Acquisition Closing Date.
	 
	(d)	 	No amount borrowed under Facility B shall be applied for any purpose for which amounts
borrowed under Facility A (other than the purpose set out in paragraph (a)(iii)(C) above) or
Facility C may be applied.
	 
	(e)	 	No amount borrowed under Facility C shall be applied for any purpose for which amounts
borrowed under Facility A or Facility B may be applied.
	 
	(f)	 	No amount borrowed under the Facilities shall be applied in any manner that may be illegal or
contravene any applicable law or regulation in any relevant jurisdiction concerning financial
assistance by a company for the acquisition of or subscription for shares.
	 
	3.2	 	Monitoring
	 
	 	 	No Finance Party is bound to monitor or verify the application of any amount borrowed
pursuant to this Agreement.
	 
	4.	 	CONDITIONS OF UTILISATION
	 
	4.1	 	Initial conditions precedent
	 
	 	 	The Borrower may not deliver any Utilisation Request unless the Agent has received all of
the documents and other evidence listed in Schedule 2 (Conditions precedent) in form and
substance reasonably satisfactory to the Agent. The Agent shall notify the Borrower and the
Lenders promptly upon being so satisfied.
	 
	4.2	 	Further conditions precedent
	 
	 	 	The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) and
Clause 6.6 (Issue of Bank Guarantees) if:






	 	(a)	 	on the date of the Utilisation Request and on the proposed Utilisation Date, no
Default is continuing or would result from the proposed Utilisation;
	 
	 	(b)	 	on the date of the Utilisation Request and on the proposed Utilisation Date,
the Repeating Representations are true in all material respects; and
	 
	 	(c)	 	on the date of the Utilisation Request (other than a Utilisation Request for a
Loan to finance the purpose set out in paragraph (a)(iii)(C) or paragraph (b) of Clause
3.1 (Purpose)), an amount of Floating Rate Notes equal to the amount of Utilisation
requested in the Utilisation Request has been requested under the




- 21 -









 






	 	 	 	Floating Rate Note Documents and the Agent has not been notified by the Lead
Managers under the Floating Rate Note Documents that any conditions to the issuance
of such Floating Rate Notes have not been met or that such Floating Rate Notes will
not be issued on the Utilisation Date.






	4.3	 	Maximum number of Utilisations
	 
	(a)	 	The Borrower may not deliver a Utilisation Request if as a result of the proposed
Utilisation:






	 	(i)	 	more than ten Facility A Loans would be outstanding;
	 
	 	(ii)	 	more than ten Facility B Loans would be outstanding;
	 
	 	(iii)	 	more than one Facility C Loan would be outstanding; or
	 
	 	(iv)	 	more than three Bank Guarantees would be outstanding.






	(b)	 	The Borrower may not request that a Facility A Loan, a Facility B Loan or a Facility C Loan
be divided if, as a result of the proposed division, more than ten Facility A Loans or more
than ten Facility B Loans or more than two Facility C Loans would be outstanding.
	 
	4.4	 	Drawing of Facilities
	 
	(a)	 	The Facilities shall be utilised in the same proportion as the Floating Rate Notes (other
than to finance the purpose set out in paragraph (a)(iii)(C) or paragraph (b) of Clause 3.1
(Purpose)).
	 
	(b)	 	For Facility B and for Facility A Loans to be made for the purpose set out in paragraph
(a)(iii)(C) of Clause 3.1 (Purpose), the Borrower shall only be entitled to request Loans (the
“Requested Loans”), the aggregate amount of which do not exceed the aggregate amount of normal
interest on the outstanding Loans that will become due and payable under this Agreement within
three Months of the Utilisation Date of each such Requested Loan.
	 
	5.	 	UTILISATION — LOANS
	 
	5.1	 	Delivery of a Utilisation Request
	 
	 	 	The Borrower may utilise a Facility by delivery to the Agent of a duly completed Utilisation
Request not later than the Specified Time (or such later time as the Agent (acting on the
instructions of all the Lenders) may agree).
	 
	5.2	 	Completion of a Utilisation Request
	 
	(a)	 	Each Utilisation Request for a Loan is irrevocable and will not be regarded as having been
duly completed unless:






	 	(i)	 	it specifies that it is for a Loan;
	 
	 	(ii)	 	it identifies the Facility to be utilised;
	 
	 	(iii)	 	it identifies the purpose of the Utilisation;




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	 	(iv)	 	the proposed Utilisation Date is a Business Day within the Availability Period
applicable to that Facility;
	 
	 	(v)	 	the currency and amount of the Utilisation comply with Clause 5.3 (Currency and
amount);
	 
	 	(vi)	 	the proposed Interest Period complies with Clause 11 (Interest Periods); and
	 
	 	(vii)	 	it specifies the manner in which the proceeds of the Utilisation are to be
credited, which:






	 	(A)	 	in the case of Loans comprised in the First Utilisations, must
be in accordance with Clause 5.5 (Disbursement of proceeds from First
Utilisations); and
	 
	 	(B)	 	in the case of all other Loans, must be to an account and a
bank in Singapore.






	(b)	 	Only one Loan may be requested in each Utilisation Request.
	 
	5.3	 	Currency and amount
	 
	(a)	 	The currency specified in a Utilisation Request must be Singapore Dollars.
	 
	(b)	 	The amount of the proposed Loan in relation to Facility A must be:






	 	(i)	 	a minimum of S$10,000,000 or, if less, the Available Facility; and
	 
	 	(ii)	 	in any event such that its amount is less than or equal to the Available
Facility.






	(c)	 	The amount of the proposed Loan in relation to Facility B must be such that its amount is
less than or equal to the Available Facility.
	 
	(d)	 	The amount of the proposed Loan in relation to Facility C must be such that its amount is
less than or equal to the Available Facility.
	 
	5.4	 	Lenders’ participation
	 
	(a)	 	Subject to Clause 5.5 (Disbursement of proceeds from First Utilisations) if the conditions
set out in this Agreement have been met, each Lender shall make its participation in each Loan
under that Facility available by the Utilisation Date through its Facility Office.
	 
	(b)	 	The amount of each Lender’s participation in each Loan will be equal to the proportion borne
by its Available Commitment to the Available Facility immediately prior to making the Loan.
	 
	(c)	 	The Agent shall notify each Lender of the amount of each Loan and the amount of its
participation in that Loan.
	 
	5.5	 	Disbursement of proceeds from First Utilisations
	 
	(a)	 	In this Clause 5.5:






	 	(i)	 	"Closing Date” means 23 August 2006; and
	 
	 	(ii)	 	"Escrow Agent” means:




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	 	(A)	 	in relation to all First Utilisations comprising cash, the
Agent; and
	 
	 	(B)	 	in relation to all First Utilisations comprising cashier’s
orders or Bank Guarantees, Allen & Gledhill,






	 	 	in each case acting as escrow agent for the Lenders in accordance with this Clause 5.5.
	 
	(b)	 	The Parties agree that:






	 	(i)	 	all First Utilisations comprising Loans (the “Loan Proceeds”) that are made
available in cash shall be held by the Escrow Agent in a bank account of the Escrow
Agent in Singapore; and
	 
	 	(ii)	 	all First Utilisations comprising Loans that are made available by way of
cashier’s order (the “Cashier’s Orders”) shall (subject to receipt of funds to its
account by 2:00 p.m. on the Utilisation Date in accordance with Clause 28 (Payment
Mechanics)) be delivered by the Agent to the Escrow Agent no later than 8:00 p.m. on
the Utilisation Date,






	 	 	in each case to be held by the Escrow Agent for the Lenders in accordance with this Clause
5.5.
	 
	(c)	 	Not later than 2:00 p.m. on the Closing Date, the Agent shall (and is hereby instructed by
the Parties to) instruct the Escrow Agent to release the Cashier’s Orders to the Lessor if:






	 	(i)	 	against such release, the Borrower delivers the following documents to the
Agent (or the Escrow Agent on its behalf):






	 	(A)	 	the Development Agreement and the LTA Agreement, duly executed
by the parties to it;
	 
	 	(B)	 	the notice signed by the Borrower and the acknowledgement of
such notice signed by the Lessor, as required by the Assignment of Development
Agreement; and
	 
	 	(C)	 	the notice signed by the Borrower, as required by the
Assignment of LTA Agreement;






	 	(ii)	 	no Default is continuing or would result from the proposed payment or release;
and
	 
	 	(iii)	 	the Repeating Representations are true in all material respects.






	(d)	 	The Escrow Agent shall immediately notify the Agent of its delivery of the Cashier’s Orders
and its collection of the documents referred to in paragraph (c)(i) above, following which the
Agent shall (and is hereby instructed by the Parties to) instruct the Escrow Agent holding the
Loan Proceeds to make payment of the Loan Proceeds to the account(s) specified in the relevant
Utilisation Request.
	 
	(e)	 	In the event the Escrow Agent does not release the Cashier’s Orders by 2:00 p.m. on the
Closing Date, the Escrow Agent shall (and is hereby instructed by the Parties to) refund all
of the Loan Proceeds and return the Cashier’s Orders to the Agent and the




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	 	 	Agent shall (and is hereby instructed by the Parties to) cancel the Cashier’s Orders and
refund all of the Loan Proceeds (net of all cancellation and remittance charges in respect
of the Cashier’s Orders and the Loan Proceeds) to the Lenders within three Business Days of
the Closing Date.
	 
	(f)	 	Any refund of the Loan Proceeds and return of the Cashier’s Orders under paragraph (e) above
shall be deemed to be and shall be treated for all purposes of this Agreement as a full
prepayment of the Utilisations by the Borrower.
	 
	(g)	 	Each of the Parties agrees that:






	 	(i)	 	the Escrow Agent shall not be made a defendant in any proceedings in relation
to the Loan Proceeds or the Cashier’s Orders (including any disbursement or utilisation
of the Loan Proceeds or the Cashier’s Orders) and in the event that the Escrow Agent is
involved in such proceedings, the costs of the Escrow Agent involved in such
proceedings (including legal costs on a full indemnity basis) shall be borne jointly
and severally by the Lenders;
	 
	 	(ii)	 	no payment of the Loan Proceeds or delivery of the Cashier’s Orders shall be
made except pursuant to this Clause 5.5; and
	 
	 	(iii)	 	the Escrow Agent shall not be obliged to act on any instructions if such
instructions, in the sole discretion of the Escrow Agent, are unclear, ambiguous, not
duly authorised or otherwise not in accordance with the terms of this Clause 5.5 and
without prejudice to the foregoing, the Escrow Agent shall, at its sole discretion, be
at liberty to seek directions from the courts of Singapore on the construction and
interpretation of this Clause 5.5 and/or any instructions received by the Escrow Agent
and on any other matter relating or incidental to this Clause 5.5 (the costs of seeking
such directions (including legal costs on a full indemnity basis)) shall be borne
jointly and severally by the Lenders.






	(h)	 	Each of the Parties agrees that the Escrow Agent shall have no duties or responsibilities to:






	 	(i)	 	the Borrower; or
	 
	 	(ii)	 	the Finance Parties, except those expressly set out under this Clause 5.5.






	 	 	Also, the Escrow Agent shall not, by reason of this Agreement be a trustee for any Party or
have any fiduciary obligations to any Party. The Escrow Agent shall not be responsible to
any Party for any recitals, terms, statements, representations or warranties contained in
any of the Transaction Documents or in any certificate or other document referred to or
provided for in, or received by any of them. Neither the Escrow Agent nor any of its
officers, partners, employees or agents shall be liable or responsible for any action taken
or omitted to be taken by it or them hereunder or in connection herewith, except for its or
their own gross negligence or wilful misconduct alone, as determined in a final
non-appealable judgment of a court of Singapore.




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	(i)	 	The Escrow Agent shall be entitled to rely upon any document, instrument, certification,
notice or other communication (including any by facsimile) or photocopies thereof which
purport to have been signed or sent by or on behalf of the proper person or persons and to
assume that all signatures are genuine and that all documents are authentic. As to any matters
not expressly provided for hereby, the Escrow Agent shall in all cases not be liable to any
party hereunder in acting, or refraining from acting hereunder in accordance with instructions
signed by the Agent.
	 
	(j)	 	The Lenders shall jointly and severally indemnify and hold harmless the Escrow Agent for all
and any loss, liability or expense resulting from any claim, or legal proceedings initiated or
commenced by any Party to which the Escrow Agent may become subject, save through its own
gross negligence or wilful misconduct, arising out of or in connection with the administration
of its duties hereunder.
	 
	(k)	 	Except for actions expressly required of the Escrow Agent under this Clause 5.5, the Escrow
Agent shall in all cases be fully justified in failing or refusing to carry out any actions.
	 
	(l)	 	The Escrow Agent shall have no duty or obligation whatsoever to enforce the collection of or
to exercise diligence in the enforcement of the collection or receipt of any Loan Proceeds or
any amounts payable under the Cashiers’ Orders.
	 
	(m)	 	No Party may assign or transfer or otherwise dispose of (whether in whole or in part) any of
its rights under this Clause 5.5 without the consent of the Escrow Agent.
	 
	(n)	 	Any refund of the Loan Proceeds or return of the Cashier’s Orders, shall be deemed to have
been made, if the Loan Proceeds are deposited into the bank account notified by the Agent to
the Escrow Agent or, as the case may be, the Cashier’s Orders are returned to the Agent at the
address identified with its name below.
	 
	(o)	 	The Escrow Agent, its officers, partners, employees and agents may enjoy the benefit of or
enforce the terms of this Clause 5.5 in accordance with the provisions of the Contracts
(Rights of Third Parties) Act, Chapter 53B of Singapore.
	 
	6.	 	UTILISATION — BANK GUARANTEES
	 
	6.1	 	General
	 
	(a)	 	In this Clause 6 and Clause 7 (Bank Guarantees):






	 	(i)	 	"Expiry Date” means, for a Bank Guarantee, the last day of its Term; and
	 
	 	(ii)	 	"Term” means each period determined under this Agreement for which a Lender is
under a liability under a Bank Guarantee.






	(b)	 	Any reference in this Agreement to:






	 	(i)	 	a Utilisation made or to be made to the Borrower or borrowed by the Borrower
includes a Bank Guarantee issued on its behalf;
	 
	 	(ii)	 	a Lender funding its participation in a Utilisation includes a Lender issuing a
Bank Guarantee;




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	 	(iii)	 	amounts outstanding under this Agreement include amounts outstanding under any
Bank Guarantee; and
	 
	 	(iv)	 	an outstanding amount of a Bank Guarantee at any time is the maximum amount
that is or may be payable by the Borrower in respect of that Bank Guarantee at that
time.






	(c)	 	Clause 5 (Utilisation — Loans) does not apply to a Utilisation by way of a Bank Guarantee.
	 
	6.2	 	Facility C
	 
	 	 	An amount of Facility C not exceeding the Available Facility may be utilised by way of Bank
Guarantees or Facility C Loans.
	 
	6.3	 	Delivery of a Utilisation Request for Bank Guarantees
	 
	(a)	 	The Borrower may request a Bank Guarantee to be issued by delivery to the Agent of a duly
completed Utilisation Request in the form of Part II of Schedule 3 (Requests) not later than
the Specified Time (or such later time as the Agent (acting on the instructions of all the
Lenders) may agree).
	 
	(b)	 	The Borrower shall deliver Utilisation Requests so that:






	 	(i)	 	each Lender will be required to issue a Bank Guarantee;
	 
	 	(ii)	 	Bank Guarantees are issued on a pro rata basis between the Lenders having
Facility C Commitments; and
	 
	 	(iii)	 	all Bank Guarantees are issued, on the same Utilisation Dates.






	6.4	 	Completion of a Utilisation Request for Bank Guarantees
	 
	 	 	Each Utilisation Request for a Bank Guarantee is irrevocable and will not be regarded as
having been duly completed unless:






	 	(a)	 	it specifies that it is for a Bank Guarantee;
	 
	 	(b)	 	the proposed Utilisation Date is a Business Day within the Availability Period
applicable to Bank Guarantees issued under Facility C;
	 
	 	(c)	 	the currency and amount of the Bank Guarantee comply with Clause 6.5 (Currency
and amount);
	 
	 	(d)	 	the form of Bank Guarantee is attached;
	 
	 	(e)	 	the Expiry Date of the Bank Guarantee falls on or before the date falling eight
years and six Months after the date of the Development Agreement;
	 
	 	(f)	 	the delivery instructions for the Bank Guarantee are specified; and
	 
	 	(g)	 	the identity of the beneficiary of the Bank Guarantee is the Lessor.






	6.5	 	Currency and amount
	 
	(a)	 	The currency specified in a Utilisation Request for a Bank Guarantee must be Singapore
Dollars.




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	(b)	 	The amount of the proposed Bank Guarantee to be issued by a Lender must be:






	 	(i)	 	such that its participation in the Utilisation will be equal to the proportion
borne by its Available Commitment to the Available Facility immediately prior to
issuing the Bank Guarantee; and
	 
	 	(ii)	 	when aggregated with the amounts of the Bank Guarantees to be issued by the
other Lenders, it less than or equal to the Available Facility.






	6.6	 	Issue of Bank Guarantees
	 
	(a)	 	Subject to Clause 6.7 (Delivery of Bank Guarantees), if the conditions set out in this
Agreement have been met, each Lender shall issue a Bank Guarantee on the Utilisation Date.
	 
	(b)	 	The amount of each Lender’s participation in each Utilisation by way of a Bank Guarantee will
be equal to the proportion borne by its Available Commitment to the Available Facility
immediately prior to the issue of the Bank Guarantee.
	 
	(c)	 	The Agent shall notify each Lender of the details of the requested Bank Guarantee and its
participation in that Utilisation by the Specified Time.
	 
	6.7	 	Delivery of Bank Guarantees
	 
	(a)	 	The Bank Guarantees shall be delivered to the Escrow Agent and Clause 5.5 (Disbursements of
proceeds from First Utilisations), with the necessary modifications, shall apply to the Bank
Guarantees as if they were Cashier’s Orders.
	 
	(b)	 	For the purposes of paragraph (a) above, “Cashier’s Orders” and “Escrow Agent” shall have the
meanings respectively given to them in Clause 5.5 (Disbursements of proceeds from First
Utilisations).
	 
	7.	 	BANK GUARANTEES
	 
	7.1	 	Immediately payable
	 
	 	 	If a Bank Guarantee or any amount outstanding under a Bank Guarantee is expressed to be
immediately payable by the Lender issuing that Bank Guarantee, the Borrower shall repay or
prepay that amount immediately.
	 
	7.2	 	Claims under a Bank Guarantee
	 
	(a)	 	The Borrower irrevocably and unconditionally authorises each Lender to pay any claim made or
purported to be made under a Bank Guarantee by the beneficiary of that Bank Guarantee and
which appears on its face to be in order (a “claim”).
	 
	(b)	 	The Borrower shall immediately on demand pay to the Agent for the Lender that has issued a
Bank Guarantee an amount equal to the amount of any claim.
	 
	(c)	 	The Borrower acknowledges that each Lender:






	 	(i)	 	is not obliged to carry out any investigation or seek any confirmation from any
other person before paying a claim; and




- 28 -









 






	 	(ii)	 	deals in documents only and will not be concerned with the legality of a claim
or any underlying transaction or any available set-off, counterclaim or other defence
of any person.






	(d)	 	The obligations of the Borrower under this Clause 7 will not be affected by:






	 	(i)	 	the sufficiency, accuracy or genuineness of any claim or any other documents;
or
	 
	 	(ii)	 	any incapacity of, or limitation on the powers of, any person signing a claim
or other document.






	7.3	 	Indemnities
	 
	(a)	 	Without in any way limiting the obligations of the Borrower under Clause 7.2 (Claims under a
Bank Guarantee), the Borrower shall immediately on demand indemnify each Lender against any
cost, loss or liability incurred by that Lender in issuing any Bank Guarantee, other than any
cost, loss or liability arising solely from the wilful default, gross negligence or wilful
misconduct of that Lender alone, as determined in a final non -appealable judgment of a court
of competent jurisdiction.
	 
	(b)	 	The obligations of the Borrower under this Clause 7 are continuing obligations and will
extend to the ultimate balance of sums payable by the Borrower in respect of any Bank
Guarantee, regardless of any intermediate payment or discharge in whole or in part.
	 
	(c)	 	The obligations of the Borrower under this Clause 7 will not be affected by any act,
omission, matter or thing which, but for this Clause 7, would reduce, release or prejudice any
of its obligations under this Clause (without limitation and whether or not known to it or any
other person) including:






	 	(i)	 	any time, waiver or consent granted to, or composition with, any beneficiary
under a Bank Guarantee or other person;
	 
	 	(ii)	 	the release of any other person under the terms of any composition or
arrangement with any creditor of any person;
	 
	 	(iii)	 	the taking, variation, compromise, exchange, renewal or release of, or refusal
or neglect to perfect, take up or enforce, any rights against, or security over assets
of, any beneficiary under a Bank Guarantee or other person or any non-presentation or
non-observance of any formality or other requirement in respect of any instrument or
any failure to realise the full value of any security;
	 
	 	(iv)	 	any incapacity or lack of power, authority or legal personality of or
dissolution or change in the members or status of any beneficiary under a Bank
Guarantee or any other person;
	 
	 	(v)	 	any amendment (however fundamental) or replacement of a Transaction Document,
any Bank Guarantee or any other document or security;
	 
	 	(vi)	 	any unenforceability, illegality or invalidity of any obligation of any person
under any Transaction Document, any Bank Guarantee or any other document or security;
or




- 29 -









 






	 	(vii)	 	any insolvency or similar proceedings.






	7.4	 	Rights of contribution
	 
	(a)	 	The Borrower will not be entitled to any right of contribution or indemnity from any Finance
Party in respect of any payment it may make under this Clause 7, until the Final Discharge
Date.
	 
	(b)	 	For the purpose of paragraph (a) above, “Final Discharge Date” shall have the meaning given
to it in Clause 1.1 (Definitions) of the Security Trust Agreement.
	 
	7.5	 	Lenders issuing Bank Guarantees
	 
	(a)	 	Nothing in this Agreement constitutes a Lender issuing a Bank Guarantee as a trustee or
fiduciary of any other person.
	 
	(b)	 	Each Lender issuing a Bank Guarantee may rely on:






	 	(i)	 	any representation, notice or document believed by it to be genuine, correct
and appropriately authorised; and
	 
	 	(ii)	 	any statement made by a director, authorised signatory or employee of any
person regarding any matters which may reasonably be assumed to be within his knowledge
or within his power to verify.






	8.	 	REPAYMENT OF LOANS
	 
	8.1	 	Repayment of Facility A Loans
	 
	(a)	 	The Borrower shall repay each Facility A Loan on the Termination Date.
	 
	(b)	 	The Borrower may not reborrow any part of Facility A which is repaid.
	 
	8.2	 	Repayment of Facility B Loans
	 
	(a)	 	The Borrower shall repay each Facility B Loan on the Termination Date.
	 
	(b)	 	The Borrower may not reborrow any part of Facility B which is repaid.
	 
	8.3	 	Repayment of Facility C Utilisations
	 
	(a)	 	The Borrower shall repay each Facility C Loan on the Termination Date.
	 
	(b)	 	The Borrower may not reborrow any Facility C Loan which is repaid.
	 
	(c)	 	The Borrower shall provide full cash cover in respect of each Bank Guarantee on the
Termination Date.
	 
	9.	 	PREPAYMENT AND CANCELLATION
	 
	9.1	 	Illegality
	 
	 	 	If it becomes unlawful in any jurisdiction for a Lender to perform any of its obligations as
contemplated by this Agreement or to fund its participation in any Utilisation:






	 	(a)	 	that Lender shall promptly notify the Agent upon becoming aware of that event;
and




- 30 -









 






	 	(b)	 	upon the Agent notifying the Borrower that it has become unlawful for that
Lender to perform any of its obligations as contemplated by this Agreement or to fund
its participation in any Utilisation, the Commitments of that Lender will be
immediately cancelled:






	 	(i)	 	the Borrower shall repay that Lender’s participation in the
Utilisations on the last day of the Interest Period for each Utilisation
occurring after the Agent has notified the Borrower or, if earlier, the date
specified by the Lender in the notice delivered to the Agent (being no earlier
than the last day of any applicable grace period permitted by law); and
	 
	 	(ii)	 	the Borrower shall provide full cash cover in respect of that
Lender’s participation in each Utilisation by way of a Bank Guarantee on the
then Expiry Date of that Bank Guarantee or, if earlier, the date specified by
the Lender in the notice delivered to the Agent (being no earlier than the last
day of any applicable grace period permitted by law).






	9.2	 	Change of Control
	 
	(a)	 	In this Clause 9.2:






	 	(i)	 	a “Change of Control” will occur if:






	 	(A)	 	the Sponsor does not or ceases to beneficially own, directly or
indirectly, the entire issued share capital of the Borrower;
	 
	 	(B)	 	the Sponsor does not or ceases to have the right to directly or
indirectly determine the composition of the majority of the board of directors
or equivalent body of the Borrower;
	 
	 	(C)	 	the Sponsor does not or ceases to have power to directly or
indirectly manage or direct the Borrower through ownership of share capital, by
contract or otherwise; or
	 
	 	(D)	 	any Security has been created or subsists or is created or is
permitted to subsist over any shares in the issued share capital of the
Borrower.






	(b)	 	If a Change of Control occurs:






	 	(i)	 	the Borrower shall promptly notify the Agent immediately upon becoming aware of
that event;
	 
	 	(ii)	 	the Borrower may not make a Utilisation; and
	 
	 	(iii)	 	the Facilities shall immediately be cancelled and all outstanding
Utilisations, together with accrued interest, and all other amounts accrued under the
Finance Documents shall become immediately due and payable, and full cash cover in
respect of each Bank Guarantee shall become immediately due and payable.






	9.3	 	Mandatory cancellation
	 
	 	 	If:




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	 	(a)	 	the Acquisition Closing Date has not occurred by the close of business on 23
August 2006; or
	 
	 	(b)	 	any Acquisition Document that has become effective ceases to be in full force
and effect,






	 	 	all the Commitments will be immediately and automatically cancelled.
	 
	9.4	 	Automatic cancellation
	 
	 	 	Subject to Clause 23.7 (Increase in Facility B Commitments), any part of an Available
Facility which is undrawn by the Borrower at the close of business in Singapore on the last
day of the applicable Availability Period shall be automatically cancelled.
	 
	9.5	 	Mandatory prepayment from Net Issuance Proceeds
	 
	(a)	 	In this Clause 9.5:
	 
	 	 	"Excluded Proceeds” means:






	 	(i)	 	all equity contributions and direct and indirect Subordinated Shareholders’
Loans, on or before the date falling 18 Months after the date of this Agreement and up
to an aggregate amount in Singapore Dollars not exceeding the equivalent of
S$552,020,000;
	 
	 	(ii)	 	all equity contributions and direct and indirect Subordinated Shareholders’
Loans made to the Borrower for the purpose of repaying a Lender in accordance with
Clause 9.9 (Right of repayment and cancellation in relation to a single Lender) or
Clause 38.2 (Prepayment); and
	 
	 	(iii)	 	all equity contributions and Subordinated Shareholders’ Loans made to the
Borrower solely to finance the payment of normal interest under this Agreement or the
Floating Rate Notes,






in each case as designated by the Borrower (acting in good faith).




"Net Issuance Proceeds” means the cash proceeds (including, when received, the cash proceeds
of any deferred consideration, whether by way of adjustment to the subscription price or
otherwise) (other than any Excluded Proceeds), received by the Borrower (and to be used by
it for the Integrated Resort Project) from the issuance of any shares by the Borrower, any
direct or indirect Holding Companies of the Borrower or any of their respective
Subsidiaries, after deducting:




	 	(i)	 	fees, discounts, commissions, charges, expenses, withholdings and transaction
costs properly incurred in connection with that issuance; and
	 
	 	(ii)	 	Taxes paid by the Borrower or any of its Affiliates or reasonably estimated by
the Borrower to be payable (as certified by it to the Agent) as a result of that
issuance.






	(b)	 	Within five Business Days after the date (the “Receipt Date”) on which any Net Issuance
Proceeds have been received by the Borrower (or have become Net Issuance Proceeds), the
Borrower shall notify the Agent of the Receipt Date and of the amount in




- 32 -









 






	 	 	Singapore Dollars (the “SGD Proceeds Amount”) equal or equivalent to those Net Issuance
Proceeds.
	 
	(c)	 	On receipt of that notice by the Agent, the Commitments under each Facility shall be reduced
to the extent Loans are repaid in accordance with this Clause 9.5.
	 
	(d)	 	The Borrower shall prepay Facility A Loans and Facility B Loans in the same proportion
(subject to any adjustment required by paragraph (e) below) that Loans under each of those
Facilities bears to the aggregate of Loans under those Facilities (in each case, on the
earlier of five Business Days after the Receipt Date and the expiry of their Interest Periods
current when the Agent receives that notice) until Loans equal to or greater than the SGD
Proceeds Amount have been prepaid.
	 
	(e)	 	Any prepayment of Loans under this Clause 9.5 shall be made by the Borrower in proportion to
a substantially concurrent redemption of the Floating Rate Notes and the SGD Proceeds Amount
shall be reduced by an amount equal to the amount required to redeem such Floating Rate Notes.
	 
	(f)	 	No Lender may refuse or waive any prepayment under this Clause 9.5.
	 
	9.6	 	Partial voluntary prepayment of Loans
	 
	(a)	 	The Borrower may, if it gives the Agent not less than three Business Days’ (or such shorter
period as the Majority Lenders may agree) prior notice, use Permitted Funds to prepay, subject
to paragraph (c) below, Facility A Loans and Facility B Loans (in the same proportion that
Loans under the relevant Facility bears to all the Loans) in an aggregate amount that reduces
the amount of the Loans by a minimum amount of S$15,000,000.
	 
	(b)	 	Any prepayment of Loans under this Clause 9.6 shall only be made if the outstanding Floating
Rate Notes are redeemed in the same proportion.
	 
	(c)	 	No Lender may refuse or waive any prepayment under this Clause 9.6.
	 
	(d)	 	The Borrower may revoke a notice given under paragraph (a) above, if it similarly also
revokes the notice of redemption given under the Floating Rate Notes Documents, provided that
any such revocation shall not limit its obligations under this Agreement.
	 
	(e)	 	For the purposes of paragraph (a) above, “Permitted Funds” means:






	 	(i)	 	equity contributions or Subordinated Shareholders’ Loans made to the Borrower
by its shareholders and financed with moneys other than proceeds from any refinancing
of any Financial Indebtedness raised by the Borrower in connection with the Integrated
Resort Project; and
	 
	 	(ii)	 	any proceeds of the Facilities and/or the Floating Rate Notes not used (and not
anticipated to be used) by the Borrower in connection with the Integrated Resorted
Project.




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	9.7	 	Full voluntary prepayment of Loans
	 
	(a)	 	The Borrower may, if it gives the Agent not less than three Business Days’ (or such shorter
period as the Majority Lenders may agree) prior notice, prepay the Loans in full.
	 
	(b)	 	Any prepayment of Loans under this Clause 9.7 shall only be made if the outstanding Floating
Rate Notes are redeemed in full on the same date as the prepayment is made.
	 
	(c)	 	No Lender may refuse or waive any prepayment under this Clause 9.7.
	 
	(d)	 	The Borrower may revoke a notice given under paragraph (a) above, if it similarly also
revokes the notice of redemption given under the Floating Rate Notes Documents, provided that
any such revocation shall not limit its obligations under this Agreement.
	 
	9.8	 	Right of replacement of a single Lender
	 
	 	 	If any Lender becomes entitled to receive any additional amounts pursuant to paragraph (a)
of Clause 14.2 (Tax gross-up) or ceases to be an Eligible Lender or claims indemnification
from the Borrower under Clause 14.3 (Tax indemnity) or Clause 15.1 (Increased costs), then
the Borrower may, at its sole expense and effort, upon notice to such Lender and the Agent,
require such Lender to transfer, without recourse, all its interests, rights and obligations
under this Agreement to a transferee that shall assume such interests, rights and
obligations (which transferee must be a bank or financial institution, a Permitted Sands
Lender or may be another Lender, if a Lender accepts such assignment), provided that such
Lender shall have received from the transferee irrevocable payment in full in cash of an
amount equal to the outstanding principal of its participation in the Loans, accrued
interest thereon, and accrued fees and all other Liabilities and other amounts payable to it
under this Agreement.
	 
	9.9	 	Right of repayment and cancellation in relation to a single Lender
	 
	(a)	 	If:






	 	(i)	 	any sum payable to any Lender by the Borrower is required to be increased under
paragraph (a) of Clause 14.2 (Tax gross-up);
	 
	 	(ii)	 	any Lender claims indemnification from the Borrower under Clause 14.3 (Tax
indemnity) or Clause 15.1 (Increased costs); or
	 
	 	(iii)	 	any Lender ceases to be an Eligible Lender,






	 	 	and the Borrower has used all commercially reasonable efforts to replace that Lender
pursuant to Clause 9.8 (Right of replacement of a single Lender) for a period of 60 days
beginning from the date that the circumstance giving rise to the requirement or
indemnification or cessation first occurred, the Borrower may, whilst such circumstance,
indemnification or cessation continues, give the Agent notice of cancellation of the
Commitments of that Lender and its intention to procure the repayment of that Lender’s
participation in the Loans.
	 
	(b)	 	On receipt of a notice referred to in paragraph (a) above, the Commitments of that Lender
shall immediately be reduced to zero.




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	(c)	 	On the last day of each Interest Period which ends after the Borrower has given notice under
paragraph (a) above (or, if earlier, the date specified by the Borrower in that notice), the
Borrower shall repay that Lender’s participation in the Loans, it being understood that such
repayment may not be made with the proceeds of any Loans made hereunder or the issuance of any
Floating Rate Notes.
	 
	9.10	 	Mandatory prepayment for failure to issue Floating Rate Notes
	 
	 	 	If any Loans are made under this Agreement, as a condition to the making of which Floating
Rate Notes were required to be requested pursuant to paragraph (c) of Clause 4.2 (Further
conditions precedent), and either:






	 	(a)	 	such Floating Rate Notes were not so requested; or
	 
	 	(b)	 	such requested Floating Rate Notes were not issued as requested within three
Business Days of the applicable Utilisation Date then,






	 	 	on the date following the date falling three Business Days after the Utilisation Date on
which the applicable Loans were made, the Borrower shall immediately prepay those Loans.
	 
	9.11	 	Restrictions
	 
	(a)	 	Any notice of cancellation or prepayment given by any Party under this Clause 9 shall be
irrevocable and, unless a contrary indication appears in this Agreement, specify the date or
dates upon which the relevant cancellation or prepayment is to be made and the amount of that
cancellation or prepayment.
	 
	(b)	 	Any prepayment under this Agreement shall be made together with accrued interest on the
amount prepaid to, but not including, the date of prepayment and, subject to any Break Costs,
without premium or penalty.
	 
	(c)	 	The Borrower may not reborrow any part of a Facility which is prepaid.
	 
	(d)	 	The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part
of the Commitments except at the times and in the manner expressly provided for in this
Agreement.
	 
	(e)	 	Unless a contrary indication appears in this Agreement, no amount of the Total Commitments
cancelled under this Agreement may be subsequently reinstated.
	 
	(f)	 	If the Agent receives a notice under this Clause 9 it shall promptly forward a copy of that
notice to either the Borrower or the affected Lender, as appropriate.
	 
	10.	 	INTEREST
	 
	10.1	 	Calculation of interest
	 
	 	 	The rate of interest on each Loan for each Interest Period is the percentage rate per annum
which is the aggregate of the applicable:






	 	(a)	 	Margin; and
	 
	 	(b)	 	SWAP Rate.




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	10.2	 	Payment of interest
	 
	 	 	The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the
last day of each Interest Period (and, if the Interest Period is longer than three Months,
on the dates falling at three monthly intervals after the first day of the Interest Period).
	 
	10.3	 	Default interest
	 
	(a)	 	If the Borrower fails to pay any amount payable by it under a Finance Document on its due
date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual
payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is
the sum of two per cent. and the rate which would have been payable if the Unpaid Sum had,
during the period of non-payment, constituted a Loan in the currency of the Unpaid Sum for
successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any
interest accruing under this Clause 10.3 shall be immediately payable by the Borrower on
demand by the Agent.
	 
	(b)	 	If any Unpaid Sum consists of all or part of a Loan which became due on a day which was not
the last day of an Interest Period relating to that Loan:






	 	(i)	 	the first Interest Period for that Unpaid Sum shall have a duration equal to
the unexpired portion of the current Interest Period relating to that Loan; and
	 
	 	(ii)	 	the rate of interest applying to the Unpaid Sum during that first Interest
Period shall be the sum of two per cent. and the rate which would have applied if the
Unpaid Sum had not become due.






	(c)	 	Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the overdue
amount at the end of each Interest Period applicable to that overdue amount but will remain
immediately due and payable.
	 
	10.4	 	Notification of rates of interest
	 
	 	 	The Agent shall promptly notify the relevant Lenders and the Borrower of the determination
of a rate of interest under this Agreement.
	 
	11.	 	INTEREST PERIODS
	 
	11.1	 	Selection of Interest Periods
	 
	(a)	 	The Borrower may select an Interest Period for a Loan in the Utilisation Request for that
Loan or (if the Loan has already been borrowed) in a Selection Notice.
	 
	(b)	 	Each Selection Notice for a Loan is irrevocable and must be delivered to the Agent by the
Borrower not later than the Specified Time.
	 
	(c)	 	If the Borrower fails to deliver a Selection Notice to the Agent in accordance with paragraph
(b) above, the relevant Interest Period will be one Month.
	 
	(d)	 	Subject to this Clause 11, the Borrower may select an Interest Period of one, two, three or
six Months or any other period agreed between the Borrower and the Agent (acting on the
instructions of all the Lenders).




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	(e)	 	An Interest Period for a Loan shall not extend beyond the applicable Termination Date.
	 
	(f)	 	Each Interest Period for a Loan shall start on the Utilisation Date or (if already made) on
the last day of its preceding Interest Period.
	 
	11.2	 	Non-Business Days
	 
	 	 	If an Interest Period would otherwise end on a day which is not a Business Day, that
Interest Period will instead end on the next Business Day in that calendar month (if there
is one) or the preceding Business Day (if there is not).
	 
	11.3	 	Consolidation and division of Loans
	 
	(a)	 	Subject to paragraph (b) below, if two or more Interest Periods:






	 	(i)	 	relate to Loans under the same Facility; and
	 
	 	(ii)	 	end on the same date,






	 	 	those Loans will, unless the Borrower specifies to the contrary in the Selection Notice for
the next Interest Period, be consolidated into, and treated as, a single Facility A Loan,
Facility B Loan or Facility C Loan, as applicable, on the last day of the Interest Period.
	 
	(b)	 	Subject to Clause 4.3 (Maximum number of Utilisations) and Clause 5.3 (Currency and amount),
if the Borrower requests in a Selection Notice that a Facility A Loan, Facility B Loan or a
Facility C Loan be divided into two or more Facility A Loans, Facility B Loans or Facility C
Loans, as applicable, that Loan will, on the last day of its Interest Period, be so divided
with amounts specified in that Selection Notice, being an amount equal to the amount of the
Loan immediately before its division.
	 
	12.	 	CHANGES TO THE CALCULATION OF INTEREST
	 
	12.1	 	Absence of quotations
	 
	 	 	Subject to Clause 12.2 (Market disruption), if the SWAP Rate is to be determined by
reference to the Reference Banks but a Reference Bank does not supply a quotation by the
Specified Time on the Quotation Day, the applicable SWAP Rate shall be determined on the
basis of the quotations of the remaining Reference Banks.
	 
	12.2	 	Market disruption
	 
	(a)	 	If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the
rate of interest on each Lender’s share of that Loan for the Interest Period shall be the rate
per annum which is the sum of:






	 	(i)	 	the Margin; and
	 
	 	(ii)	 	the rate notified to the Agent by that Lender as soon as practicable and in any
event before interest is due to be paid in respect of that Interest Period, to be that
which expresses as a percentage rate per annum the cost to that Lender of funding its
participation in that Loan from whatever source it may reasonably select.




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	 	 	The Agent shall notify the Borrower of the determination of a rate of interest under this
paragraph (a).
	 
	(b)	 	In this Agreement “Market Disruption Event” means:






	 	(i)	 	at or about 11:00 a.m. on the Quotation Day for the relevant Interest Period
the Screen Rate is not available and none or only one of the Reference Banks supplies a
rate to the Agent to determine the SWAP Rate for the relevant Interest Period; or
	 
	 	(ii)	 	before close of business in Singapore on the Quotation Date for the relevant
Interest Period, the Agent receives notifications from a Lender or Lenders (whose
participations in a Loan exceed 35 per cent. of that Loan) that the cost to it of
obtaining matching deposits in the Singapore interbank market would be in excess of the
SWAP Rate.






	 	 	The Agent shall notify the Borrower of the notifications that trigger a Market Disruption
Event.
	 
	(c)	 	Each Lender shall, as soon as practicable after a notice is given to the Borrower pursuant to
paragraph (b) above, provide a certificate to the Agent and the Borrower, confirming the
amount and the basis of calculation (in reasonable detail) of the rate notified by that Lender
under paragraph (a)(ii) above, provided that such Lender shall not be required to disclose any
confidential information relating to the organisation of its affairs.
	 
	12.3	 	Alternative basis of interest or funding
	 
	(a)	 	If a Market Disruption Event occurs and the Agent or the Borrower so requires, the Agent and
the Borrower shall enter into negotiations (for a period of not more than 30 days) with a view
to agreeing a substitute basis for determining the rate of interest.
	 
	(b)	 	Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of
all the Lenders and the Borrower, be binding on all Parties.
	 
	12.4	 	Break Costs
	 
	(a)	 	The Borrower shall, within five Business Days of demand by a Finance Party, pay to that
Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being
paid by the Borrower on a day other than the last day of an Interest Period for that Loan or
Unpaid Sum.




- 38 -









 






	(b)	 	Each Lender shall, as soon as reasonably practicable after a demand by the Agent or the
Borrower (through the Agent), provide to the Agent and the Borrower, a certificate calculating
(in reasonable detail) the amount of its Break Costs for any Interest Period in which they
accrue, provided that such Lender shall not be required any confidential information relating
to the organisation of its affairs.
	 
	13.	 	FEES
	 
	13.1	 	Standby interest fee
	 
	(a)	 	Subject to this Clause 13.1, the Borrower shall pay to the Agent (for the account of each
Lender) a standby interest fee in Singapore Dollars computed at the rate of:






	 	(i)	 	0.375 per cent. per annum on that Lender’s Available Commitment under Facility
A for the Availability Period applicable to Facility A; and
	 
	 	(ii)	 	0.375 per cent. per annum on that Lender’s Available Commitment under Facility
B for the Availability Period applicable to Facility B.






	(b)	 	The accrued standby interest fee is payable on the last day of each successive period of
three Months which ends during the relevant Availability Period, on the last day of the
Availability Period and, if cancelled in full, on the cancelled amount of the relevant
Lender’s Commitment at the time the cancellation is effective.
	 
	13.2	 	Arrangement fee
	 
	 	 	The Borrower shall pay to the Arranger an arrangement fee in the amounts and at the times
agreed in a Fee Letter.
	 
	13.3	 	Agency fee
	 
	 	 	The Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at
the times agreed in a Fee Letter.
	 
	13.4	 	Security Trustee fee
	 
	 	 	The Borrower shall pay to the Security Trustee (for its own account) a security trustee fee
in the amount and at the times agreed in a Fee Letter.
	 
	13.5	 	Fee payable in respect of Bank Guarantees
	 
	(a)	 	The Borrower shall pay to the Agent (for the account of each Lender that has a Facility C
Commitment) a non-refundable bank guarantee fee in Singapore Dollars computed at the Relevant
Rate on the outstanding amount of each Bank Guarantee requested by it for the period from the
date of validity of that Bank Guarantee until its Expiry Date. This fee shall be distributed
by the Agent to each on a proportionate basis.
	 
	(b)	 	The bank guarantee fee on a Bank Guarantee shall be payable on the first day of each
successive period of six months (or such shorter period as shall end on the Expiry Date for
that Bank Guarantee) starting on the date of validity of that Bank Guarantee.
	 
	(c)	 	For the purposes of paragraph (a), “Relevant Rate” means:




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	 	(i)	 	for the period from and including the date of this Agreement to and including
the date which is 12 Months after the date of this Agreement, 1.35 per cent. per annum;
and
	 
	 	(ii)	 	thereafter, 1.60 per cent. per annum.






	14.	 	TAX GROSS UP AND INDEMNITIES
	 
	14.1	 	Definitions
	 
	(a)	 	In this Agreement:
	 
	 	 	"Protected Party” means a Finance Party which is or will be subject to any liability, or
required to make any payment, for or on account of Tax in relation to a sum received or
receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a
Finance Document.
	 
	 	 	"Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.
	 
	 	 	"Tax Deduction” means a deduction or withholding for or on account of Tax from a payment
under a Finance Document.
	 
	 	 	"Tax Payment” means either the increase in a payment made by the Borrower to a Finance Party
under Clause 14.2 (Tax gross-up) or a payment under Clause 14.3 (Tax indemnity).
	 
	(b)	 	Unless a contrary indication appears, in this Clause 14 a reference to “determines” or
“determined” means a determination made in the absolute discretion of the person making the
determination.
	 
	14.2	 	Tax gross-up
	 
	(a)	 	The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax
Deduction is required by law, in which case, to the extent that such Tax Deduction is or was a
direct result of a change in law or the interpretation, administration or application of any
law after the date of this Agreement (or with respect to a Lender that becomes a Party after
the date of this Agreement, after the relevant Transfer Date), the amount of the payment due
from the Borrower shall be increased to an amount which (after making any Tax Deduction)
leaves an amount equal to the payment which would have been due if no Tax Deduction had been
required.
	 
	(b)	 	The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that
there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly.
Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment
payable to that Lender. If the Agent receives such notification from a Lender it shall notify
the Borrower.
	 
	(c)	 	If the Borrower is required to make a Tax Deduction, the Borrower shall make that Tax
Deduction and any payment required in connection with that Tax Deduction within the time
allowed and in the minimum amount required by law.




- 40 -









 






	(d)	 	Within 30 days of making either a Tax Deduction or any payment required in connection with
that Tax Deduction, the Borrower shall deliver to the Agent for the Finance Party entitled to
the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has
been made or (as applicable) any appropriate payment paid to the relevant taxing authority.
	 
	14.3	 	Tax indemnity
	 
	(a)	 	The Borrower shall (within five Business Days of demand by the Agent) pay to a Protected
Party an amount equal to the loss, liability or cost which that Protected Party has suffered
for or on account of any Tax that is a direct result of a change in law or the interpretation,
administration or application of any law after the date of this Agreement) by that Protected
Party in respect of a Finance Document.
	 
	(b)	 	Paragraph (a) above shall not apply:






	 	(i)	 	with respect to any Tax assessed on a Finance Party:






	 	(A)	 	under the law of the jurisdiction in which that Finance Party
is incorporated or, if different, the jurisdiction (or jurisdictions) in which
that Finance Party is treated as resident for tax purposes; or
	 
	 	(B)	 	under the law of the jurisdiction in which that Finance Party’s
Facility Office is located in respect of amounts received or receivable in that
jurisdiction,






	 	 	 	if that Tax is imposed on or calculated by reference to the net income received or
receivable (but not any sum deemed to be received or receivable) by that Finance
Party; or
	 
	 	(ii)	 	to the extent a loss, liability or cost is compensated for by an increased
payment under Clause 14.2 (Tax gross-up).






	(c)	 	A Protected Party making, or intending to make, a claim under paragraph (a) above shall
promptly notify the Agent of the event which will give, or has given, rise to the claim,
following which the Agent shall notify the Borrower.
	 
	(d)	 	A Protected Party shall, on receiving a payment from the Borrower under this Clause 14.3,
notify the Agent.
	 
	14.4	 	Tax Credit
	 
	 	 	If the Borrower makes a Tax Payment and the relevant Finance Party determines that:






	 	(a)	 	a Tax Credit is attributable either to an increased payment of which that Tax
Payment forms part, or to that Tax Payment; and
	 
	 	(b)	 	that Finance Party has obtained, utilised and retained that Tax Credit,






	 	 	the Finance Party shall pay an amount to the Borrower which that Finance Party determines
will leave it (after that payment) in the same after-Tax position as it would have been in
had the Tax Payment not been required to be made by the Borrower.




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	14.5	 	Stamp taxes
	 
	 	 	The Borrower shall pay and, within five Business Days of demand, indemnify each Finance
Party against any cost, loss or liability that such Finance Party incurs in relation to all
stamp duty, registration and other similar Taxes payable in respect of any Finance Document.
	 
	14.6	 	Goods and Services tax
	 
	 	 	The Borrower shall also pay to each Finance Party on demand, in addition to any amount
payable by the Borrower to the relevant Finance Party under a Finance Document, any goods
and services, value added or similar Tax payable in respect of that amount (and references
in that Finance Document to that amount shall be deemed to include any such Taxes payable in
addition to it).
	 
	15.	 	INCREASED COSTS
	 
	15.1	 	Increased costs
	 
	(a)	 	Subject to Clause 15.3 (Exceptions) the Borrower shall, within five Business Days of a demand
by the Agent, pay for the account of a Finance Party the amount of any Increased Costs
incurred by that Finance Party as a result of:






	 	(i)	 	the introduction of or any change in (or in the interpretation, administration
or application of) any law or regulation; or
	 
	 	(ii)	 	compliance with any law or regulation,






	 	 	in each case, made after the date of this Agreement.
	 
	(b)	 	In this Agreement “Increased Costs” means:






	 	(i)	 	a reduction in the rate of return from a Facility or on a Finance Party’s
overall capital;
	 
	 	(ii)	 	an additional or increased cost; or
	 
	 	(iii)	 	a reduction of any amount due and payable under any Finance Document,






	 	 	which is incurred or suffered by a Finance Party to the extent that it is attributable to
that Finance Party having entered into its Commitments or funding or performing its
obligations under any Finance Document.
	 
	15.2	 	Increased cost claims
	 
	(a)	 	A Finance Party intending to make a claim pursuant to Clause 15.1 (Increased costs) shall
notify the Agent of the event giving rise to the claim, following which the Agent shall
promptly notify the Borrower.
	 
	(b)	 	Each Finance Party shall, as soon as practicable after a demand by the Agent or the Borrower
(where that Finance Party is not the Agent, through the Agent), provide a certificate to the
Agent and the Borrower, confirming the amount and the basis of calculation (in reasonable
detail) of its Increased Costs, provided that such Finance




- 42 -









 






	 	 	Party shall not be required to
disclose any confidential
information relating to the
organisation of its affairs.
	 
	15.3	 	Exceptions
	 
	(a)	 	Clause 15.1 (Increased costs) does not apply to the extent any Increased Cost is:






	 	(i)	 	attributable to a Tax Deduction required by law to be made by the Borrower;
	 
	 	(ii)	 	compensated for by Clause 14.3 (Tax indemnity) (or would have been compensated
for under Clause 14.3 (Tax indemnity) but was not so compensated solely because any of
the exclusions in paragraph (b) of Clause 14.3 (Tax indemnity) applied); or
	 
	 	(iii)	 	attributable to the failure by the relevant Finance Party or its Affiliates to
comply with any law or regulation.






	(b)	 	In this Clause 15.3, a reference to a “Tax Deduction” has the same meaning given to the term
in Clause 14.1 (Definitions).
	 
	16.	 	OTHER INDEMNITIES
	 
	16.1	 	Currency indemnity
	 
	(a)	 	If any sum due from the Borrower under the Finance Documents (a “Sum”), or any order,
judgment or award given or made in relation to a Sum, has to be converted from the currency
(the “First Currency”) in which that Sum is payable into another currency (the “Second
Currency”) for the purpose of:






	 	(i)	 	making or filing a claim or proof against the Borrower; or
	 
	 	(ii)	 	obtaining or enforcing an order, judgment or award in relation to any
litigation or arbitration proceedings,






	 	 	the Borrower shall as an independent obligation, within five Business Days of demand,
indemnify each Finance Party to whom that Sum is due against any cost, loss or liability
arising out of or as a result of the conversion including any discrepancy between (A) the
rate of exchange used to convert that Sum from the First Currency into the Second Currency
and (B) the rate or rates of exchange available to that person at the time of its receipt of
that Sum.
	 
	(b)	 	The Borrower waives any right it may have in any jurisdiction to pay any amount under the
Finance Documents in a currency or currency unit other than that in which it is expressed to
be payable.
	 
	(c)	 	Each Finance Party shall, as soon as practicable after a demand by the Agent or the Borrower
(where that Finance Party is not the Agent, through the Agent), provide a certificate to the
Agent and the Borrower, confirming the amount and the basis of calculation (in reasonable
detail) of its indemnified amount, provided that such Finance Party shall not be required to
disclose any confidential information relating to the organisation of its affairs.
	 
	16.2	 	Other indemnities




- 43 -









 






	 	 	The Borrower shall, within five Business Days of demand, indemnify each Finance Party
against any cost, loss or liability incurred by that Finance Party as a result of:






	 	(a)	 	the occurrence of any Event of Default;
	 
	 	(b)	 	a failure by the Borrower to pay any amount due under a Finance Document on its
due date, including without limitation, any cost, loss or liability arising as a result
of Clause 27 (Sharing among the Finance Parties);
	 
	 	(c)	 	funding, or making arrangements to fund, its participation in a Utilisation
requested by the Borrower in a Utilisation Request but not made or disbursed by reason
of the operation of any one or more of the provisions of this Agreement (including,
without limitation, Clause 5.5 (Disbursements of proceeds from First Utilisations) or
Clause 6.7 (Delivery of Bank Guarantees));
	 
	 	(d)	 	a Utilisation (or part of a Utilisation) not being prepaid in accordance with a
notice of prepayment given by the Borrower or as required by this Agreement (other than
by reason of default or negligence by that Finance Party);
	 
	 	(e)	 	any investigative, administrative or judicial proceedings or hearing commenced
or threatened by any person, whether or not such Finance Party shall be designated as a
party or a potential party thereto, (including any fees or expenses incurred by such
Finance Party in enforcing its indemnity under this Clause 16.2), arising out of or in
connection with:






	 	(i)	 	the Finance Documents or the transactions contemplated thereby;
	 
	 	(ii)	 	any enforcement of any of the Finance Documents (including any
sale of, collection from or other realisation upon any Security or Guarantee);
or
	 
	 	(iii)	 	any breach of Environmental Law,






provided that:




	 	(A)	 	the Borrower shall have no obligations under this Clause 16.2 to indemnify any
Finance Party for any cost, loss or liability arising solely from the wilful default,
gross negligence or wilful misconduct of such Finance Party alone, as determined in a
final non-appealable judgment of a court of competent jurisdiction; and
	 
	 	(B)	 	this Clause 16.2 does not apply to the extent any cost, loss or liability is
compensated for by Clause 14 (Tax Gross-up and Indemnities) or Clause 15 (Increased
Costs).






	16.3	 	Indemnity to the Agent and the Security Trustee
	 
	 	 	The Borrower shall promptly indemnify the Agent and the Security Trustee against any cost,
loss or liability incurred by the Agent or the Security Trustee (in each case acting
reasonably) as a result of:






	 	(a)	 	investigating any event which it reasonably believes is a Default; or




- 44 -









 






	 	(b)	 	acting or relying on any notice, request or instruction which it reasonably
believes to be genuine, correct and appropriately authorised,






	 	 	provided that the Borrower shall have no obligations under this Clause 16.3 to indemnify the
Agent or the Security Trustee for any cost, loss or liability arising solely from the wilful
default, gross negligence or wilful misconduct of the Agent alone or, as the case may be,
the Security Trustee alone, as determined in a final non-appealable judgment of a court
competent jurisdiction.
	 
	17.	 	MITIGATION BY THE LENDERS
	 
	17.1	 	Mitigation
	 
	(a)	 	Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to
mitigate any circumstances which arise and which would result in any amount becoming payable
under or pursuant to, or cancelled pursuant to, any of Clause 9.1 (Illegality), Clause 14 (Tax
gross-up and indemnities) or Clause 15 (Increased costs) including (but not limited to)
transferring its rights and obligations under the Finance Documents to another Affiliate or
Facility Office.
	 
	(b)	 	Paragraph (a) above does not in any way limit the obligations of the Borrower under the
Finance Documents.
	 
	17.2	 	Limitation of liability
	 
	(a)	 	The Borrower shall indemnify each Finance Party for all costs and expenses reasonably
incurred by that Finance Party as a result of steps taken by it under 17.1 (Mitigation).
	 
	(b)	 	A Finance Party is not obliged to take any steps under Clause 17.1 (Mitigation) if, in the
opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.
	 
	18.	 	COSTS AND EXPENSES
	 
	18.1	 	Transaction expenses
	 
	 	 	The Borrower shall promptly on demand pay the Agent, the Security Trustee and the Arranger
the amount of all actual costs and all reasonable expenses (including reasonable legal fees)
incurred by any of them in connection with the negotiation, preparation, printing, execution
and syndication of:






	 	(a)	 	this Agreement and any other documents referred to in this Agreement; and
	 
	 	(b)	 	any other Finance Documents executed after the date of this Agreement.






	18.2	 	Amendment costs
	 
	 	 	If the Borrower requests an amendment, waiver or consent, the Borrower shall, within five
Business Days of demand, reimburse the Agent and the Security Trustee for the amount of all
actual costs and all reasonable expenses (including reasonable legal fees) incurred by the
Agent or the Security Trustee in responding to, evaluating, negotiating or complying with
that request or in connection with that required amendment.




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	18.3	 	Enforcement costs
	 
	 	 	The Borrower shall, within five Business Days of demand, pay to each Finance Party the
amount of all costs and expenses (including legal fees) incurred by that Finance Party in
connection with the enforcement of, or the preservation of any rights under, any Finance
Document.
	 
	18.4	 	Security Trustee expenses
	 
	 	 	The Borrower shall promptly on demand pay the Security Trustee the amount of all actual
costs and all reasonable expenses (including reasonable legal fees) incurred by it in
connection with the administration or release of any Security created pursuant to any
Security Document.
	 
	19.	 	REPRESENTATIONS
	 
	 	 	The Borrower makes the representations and warranties set out in this Clause 19 to each
Finance Party on the date of this Agreement (provided that where any representation or
warranty is expressed to be given from a specific date, the representation and warranty of
the Borrower under this Clause 19 shall be made on that date).
	 
	19.1	 	Status
	 
	(a)	 	It is a limited liability company or corporation, duly incorporated and validly existing
under the law of its jurisdiction of incorporation.
	 
	(b)	 	It has the power to own its assets and carry on its business as it is being, and is proposed
to be, conducted.
	 
	19.2	 	Binding obligations
	 
	 	 	The obligations expressed to be assumed by it in each Transaction Document (other than each
Project Document which is not the Main Construction Contract) to which it is a party are
legal, valid, binding and enforceable, subject to:






	 	(a)	 	any general principles of law limiting its obligations which are specifically
referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of
Utilisation); or
	 
	 	(b)	 	in the case of any Security Document, the terms of the Development Agreement
and the applicable Perfection Requirements.






	19.3	 	Non-conflict with other obligations
	 
	 	 	The entry into and performance by it of, and the transactions contemplated by, the
Transaction Documents do not and will not:






	 	(a)	 	conflict:






	 	(i)	 	with any law or regulation applicable to it;
	 
	 	(ii)	 	with its constitutional documents; or




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	 	(iii)	 	in any material respect, with any material agreement or
instrument binding upon it or any of its assets; or






	 	(b)	 	(except as provided in any Security Document) result in the existence of, or
oblige it to create, any Security over any of its assets.






	19.4	 	Power and authority
	 
	 	 	It has the power to enter into, perform and deliver, and has taken all necessary corporate
action to authorise its entry into, performance and delivery of, the Transaction Documents
(other than each Project Document which is not the Main Construction Contract) to which it
is a party and the transactions contemplated by those Transaction Documents.
	 
	19.5	 	Validity and admissibility in evidence
	 
	 	 	All Authorisations required or desirable:






	 	(a)	 	to enable it lawfully to enter into, exercise its rights and comply with its
obligations in the Transaction Documents (other than each Project Document which is not
the Main Construction Contract) to which it is a party and the transactions
contemplated by the Transaction Documents;
	 
	 	(b)	 	to make the Finance Documents to which it is a party admissible in evidence in
its jurisdiction of incorporation; and
	 
	 	(c)	 	to enable it to create the Security to be created by it pursuant to any
Security Document and to ensure that such Security has the priority and ranking it is
expressed to have,






	 	 	have been obtained or effected and are in full force and effect (or, in each case, will be
when required) save for complying with any applicable Perfection Requirements or (in the
case of any Authorisation in connection with the Acquisition) will have been obtained or
effected and will be in full force and effect before the first Utilisation Request).
	 
	19.6	 	No filing or stamp taxes
	 
	 	 	Under the law of its jurisdiction of incorporation it is not necessary that the Finance
Documents be filed, recorded or enrolled with any court or other authority in that
jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the
Finance Documents or the transactions contemplated by the Finance Documents (save in each
case for complying with any applicable Perfection Requirements or the payment of stamp duty
in respect of the Acquisition).
	 
	19.7	 	No default
	 
	(a)	 	No Event of Default is continuing or might reasonably be expected to result from the making
of any Utilisation.
	 
	(b)	 	No other event or circumstance is outstanding which constitutes a default under any other
agreement or instrument which is binding on it or to which its assets are subject which would
reasonably expected to have a Material Adverse Effect.




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	19.8	 	Information
	 
	(a)	 	Any factual information provided by or on behalf of the Borrower to any Finance Party in
connection with any Finance Document and/or the Acquisition, was true and accurate in all
material respects as at the date it was provided or as at the date (if any) at which it is
stated.
	 
	(b)	 	Any financial projections provided by or on behalf of the Borrower to any Finance Party in
connection with any Finance Document and/or the Acquisition, have been prepared on the basis
of assumptions that the Borrower believed were reasonable at the time the projections were
made.
	 
	(c)	 	Any opinion provided by or on behalf of the Borrower to a Finance Party in connection with
any Finance Document and/or the Acquisition, was provided after due consideration on grounds
believed to be reasonable by the Borrower at the time it was provided.
	 
	19.9	 	Financial condition
	 
	 	 	There has been no material adverse change in its business, financial condition or prospects
since 27 May 2005.
	 
	19.10	 	Pari passu ranking
	 
	 	 	Without limiting Clause 19.14 (Security) below, its payment obligations under the Finance
Documents rank at least pari passu with the claims of all its other unsecured and
unsubordinated creditors (other than in respect of the Citibank Charge), except for
obligations mandatorily preferred by law applying to companies generally.
	 
	19.11	 	Winding-up
	 
	 	 	No Winding-up of the Borrower or any of its assets has occurred or is outstanding and no
such Winding-up is intended by the Borrower.
	 
	19.12	 	Immunity
	 
	 	 	Neither it nor any of its assets is entitled to immunity from suit, execution, attachment or
other legal process and in any proceedings taken in its jurisdiction of incorporation in
relation to the Finance Documents to which it is a party, it will not be entitled to claim
immunity for itself or any of its assets arising from suit, execution or other legal
process.
	 
	19.13	 	No proceedings pending or threatened
	 
	 	 	No litigation, arbitration or administrative proceedings of or before any court, arbitral
body or agency (including any arising from or relating to Environmental Law), which would
reasonably be expected to have a Material Adverse Effect have been started or (to its
knowledge) threatened against it.
	 
	19.14	 	Security
	 
	 	 	Subject to any applicable Perfection Requirements, each Security Document creates (or, once
entered into, will create) in favour of the Security Trustee for the benefit of the Finance
Parties the Security which it is expressed to create fully perfected and with the ranking
and priority it is expressed to have, subject to the terms of the Development Agreement.




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	19.15	 	Title
	 
	 	 	It has (or, in the case of the Acquired Properties, will from the date that it acquires the
Acquired Properties, have) good and marketable title to the assets which are expressed to be
(or are required by this Agreement to be or become) subject to:






	 	(a)	 	any Security under any Security Document, free from any Security not permitted
by the Finance Documents; and
	 
	 	(b)	 	the terms of the Development Agreement.






	19.16	 	Environmental Laws and Licences
	 
	 	 	It has:






	 	(a)	 	complied with all Environmental Laws to which it may be subject;
	 
	 	(b)	 	all Environmental Licences required or desirable in connection with its
business; and
	 
	 	(c)	 	complied with the terms of those Environmental Licences,






	 	 	in each case where failure to do so would reasonably be expected to have a Material Adverse
Effect.
	 
	19.17	 	Environmental releases
	 
	 	 	No:






	 	(a)	 	property currently or previously owned, leased, occupied or controlled by it
(including any offsite waste management or disposal location utilised by it) is
contaminated with any Hazardous Substance; and
	 
	 	(b)	 	discharge, release, leaching, migration or escape of any Hazardous Substance
into the Environment has occurred or is occurring on, under or from that property,






	 	 	in each case in circumstances where this would reasonably be expected to have a Material
Adverse Effect.
	 
	19.18	 	Acquisition Documents
	 
	(a)	 	The Acquisition Documents:






	 	(i)	 	contain all the terms of the agreement and arrangements between the Lessor
(and/or any of its Affiliates) and the Borrower (and/or any of its Affiliates) in
relation to the Acquisition;
	 
	 	(ii)	 	are in full force and effect (except, to the extent this representation is made
on the date of this Agreement only, the Development Agreement and/or the Lease, to the
extent such Acquisition Documents have not yet become effective); and
	 
	 	(iii)	 	have not been amended or waived (in whole or in part) and no consent has been
given thereunder, save for any which are minor or technical or have been amended or
waived in accordance with this Agreement.






	(b)	 	It is not in, or aware of any, breach of or default under any Acquisition Document.




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	19.19	 	No prior business
	 
	 	 	As at the date of this Agreement, the Borrower:






	 	(a)	 	has not traded or carried on any business;
	 
	 	(b)	 	has no liability or obligation (actual or contingent, present or future); or
	 
	 	(c)	 	has not entered into any contract,






other than:




	 	(i)	 	in respect of the Existing Debt; or
	 
	 	(ii)	 	as contemplated by or in connection with the Transaction Documents and the
Integrated Resort Project.






	19.20	 	No Financial Indebtedness or Security
	 
	(a)	 	It does not have any Financial Indebtedness other than as permitted by Clause 21.7 (Financial
Indebtedness).
	 
	(b)	 	No Security exists over all or any of its assets other than as permitted by paragraph (d) of
Clause 21.4 (Negative pledge).
	 
	19.21	 	Solvency
	 
	 	 	The Borrower is not insolvent or unable to pay its debts (including subordinated and
contingent debts), nor could it be deemed by a court to be unable to pay its debts within
the meaning of Section 254(2) Companies Act, Chapter 50 of Singapore, nor will it become so
in consequence of entering into any Transaction Document, making the Acquisition, and/or
performing any transaction contemplated by any Transaction Document.
	 
	19.22	 	Insurances
	 
	(a)	 	Following the date that any insurances are obtained by the Borrower in accordance with Clause
21.20 (Insurance), such insurances will be in full force and effect as required by this
Agreement.
	 
	(b)	 	No event or circumstance has occurred, and there has been no failure to disclose a material
fact, which would entitle any insurer to reduce or avoid its liability under any such
insurance.
	 
	19.23	 	Governmental Regulation
	 
	(a)	 	The Borrower is not subject to regulation under the Public Utility Holding Company Act of
2005, the Federal Power Act, or the Interstate Commerce Act or registration under the
Investment Company Act of 1940 or under any other U.S. federal or state, or Singapore statute
or regulation which may limit its ability to incur Indebtedness, or which may otherwise render
all or any portion of the Obligations unenforceable.
	 
	(b)	 	To the extent applicable, the Borrower is in compliance, in all material respects, with:






	 	(i)	 	the Trading with the Enemy Act, as amended, and each of the foreign assets
control regulations of the United States Treasury Department (31 CFR, Subtitle




- 50 -









 






	 	 	 	B, Chapter V, as amended) and any other enabling legislation or executive order
relating thereto; and
	 
	 	(ii)	 	the 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”).






	(c)	 	The Borrower shall ensure and procure that no part of the proceeds of the Loans will be used,
directly or indirectly, by the Borrower or any of its Affiliates, 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 United States
Foreign Corrupt Practices Act of 1977, as amended from time to time.
	 
	19.24	 	Repetition
	 
	 	 	The Repeating Representations are deemed to be made by the Borrower by reference to the
facts and circumstances then existing on the date of each Utilisation Request, on the
Acquisition Closing Date and the first day of each Interest Period (provided that where any
representation or warranty is expressed to be given as of a specific date, such
representation and warranty of the Borrower under this Clause 19 shall be made on and as of
that date).
	 
	20.	 	INFORMATION UNDERTAKINGS
	 
	 	 	The undertakings in this Clause 20 remain in force from the date of this Agreement for so
long as any amount is outstanding under the Finance Documents or any Commitment is in force.
	 
	20.1	 	Financial statements
	 
	 	 	The Borrower shall supply to the Agent in sufficient copies for all the Lenders:






	 	(a)	 	as soon as the same become available, but in any event within 120 days after
the end of each of its financial years, its audited financial statements (consolidated
if applicable) for that financial year; and
	 
	 	(b)	 	as soon as the same become available, but in any event within 60 days after the
end of each quarter of each of its financial years, its unaudited financial statements
(consolidated if applicable) for that financial quarter.






	20.2	 	Requirements as to financial statements
	 
	(a)	 	Each set of financial statements delivered by the Borrower pursuant to Clause 20.1 (Financial
statements) shall be certified by a director of the Borrower as fairly representing its (or,
as the case may be, its consolidated) financial condition and operations as at the end of and
for the period in relation to which those financial statements were drawn up.
	 
	(b)	 	The Borrower shall procure that each set of financial statements delivered pursuant to Clause
20.1 (Financial statements) is prepared using Singapore GAAP.




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	20.3	 	Information: miscellaneous
	 
	 	 	The Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the
Agent so requests):






	 	 (a)	 	within ten days of the date of the first Utilisation, evidence reasonably
satisfactory to the Agent that all applicable stamp fees payable by the Borrower in
respect of the Acquisition Documents have been paid or will be paid by upon delivery of
the Development Agreement in accordance with this Agreement;
	 
	 	 (b)	 	all documents dispatched by the Borrower to:






	 	 (i)	 	the Lessor under the Development Agreement that are material to
the Facilities or the Finance Documents; and
	 
	 	 (ii)	 	its creditors generally and which are material in the context
of the Finance Documents, the Acquisition and/or the Facilities,






in each case, promptly after they are dispatched;




	 	 (c)	 	promptly upon becoming aware of them, the details of any litigation,
arbitration or administrative proceedings which are current, threatened or pending
against the Borrower, and which, if adversely determined, would reasonably be expected
to have a Material Adverse Effect;
	 
	 	 (d)	 	promptly upon becoming aware of them, the details of any claim, notice or other
communication received by it in respect of any actual or alleged breach of or liability
under Environmental Law which would reasonably be expected to have a Material Adverse
Effect;
	 
	 	 (e)	 	promptly upon becoming aware of them, the details of any Control Event;
	 
	 	 (f)	 	promptly upon becoming aware of them, the details of any actual or proposed
amendment to or waiver or consent under, any breach of or default under, any notice
given or received under and any claim made by or against the Borrower under any
Acquisition Document; and
	 
	 	 (g)	 	promptly, such further information regarding the Acquisition, the Integrated
Resort Project or the financial condition, business, operations and prospects of the
Borrower as any Finance Party (through the Agent) may reasonably request.






	20.4	 	Notification of default
	 
	(a)	 	The Borrower shall notify the Agent of any Default (and the steps, if any, being taken to
remedy it) promptly upon becoming aware of its occurrence.
	 
	(b)	 	Promptly upon a request by the Agent (to be made not more than once in each successive period
of three Months from the date of this Agreement, unless the Agent is of the reasonable view
that an Event of Default has occurred), the Borrower shall supply to the Agent a certificate
signed by one of its directors on its behalf certifying that no




- 52 -









 






	 	 	Default is continuing (or if a Default is
continuing, specifying the Default and the
steps, if any, being taken to remedy it).
	 
	20.5	 	Project information
	 
	 	 	The Borrower shall supply to the Agent in sufficient copies for all the Lenders:






	 	(a)	 	within 30 days of the last day of each successive period of three Months (the
first such period to commence on the date that construction of the Integrated Resort
Project is commenced under the Main Construction Contract), a progress report on the
Project signed by a director or other authorised signatory of the Borrower which shall
set out:






	 	(i)	 	details of the portion of the Integrated Resort Project
completed and the total costs incurred for or in connection with the Project at
the date of the report; and
	 
	 	(ii)	 	details of all delays in the completion of the Integrated
Resort Project pursuant to the Development Agreement;






	 	(b)	 	within ten Business Days of the last day of each successive Month following the
date of this Agreement, a certificate of the Borrower setting forth:






	 	(i)	 	in reasonable detail the amount of cash on hand as of the end
of the most recently ended Month;
	 
	 	(ii)	 	a reasonably detailed breakdown of all disbursements of Loan
proceeds made during that Month; and
	 
	 	(iii)	 	a statement certifying that all such disbursements by the
Borrower complied with the provisions of Clause 3.1 (Purpose);






	 	(c)	 	details of any major dispute between the Borrower and any other person in
respect of or under the Main Construction Contract or any other material Construction
Contract or any default by the Borrower or any other person under the Main Construction
Contract or any other material Construction Contract or the occurrence of any event
which is likely to:






	 	(i)	 	have a material adverse effect on the ability of the Borrower
or (as far as the Borrower may be aware, having made all due enquiry) any other
person, to perform its obligations under such Construction Contract; or
	 
	 	(ii)	 	delay completion of the Integrated Resort Project in accordance
with the Development Agreement;






	 	(d)	 	promptly upon it being obtained, a copy each of the Planning Permission and the
Permit to Commence Building Works; and
	 
	 	(e)	 	promptly, such further information on the Integrated Resort Project as any
Finance Party (through the Agent) may reasonably request.




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	20.6	 	Project Documents
	 
	(a)	 	The Borrower shall supply to the Agent in sufficient copies for all the Lenders, as soon as
they are available, a copy of the Main Construction Contract, certified by a director or an
authorised officer of the Borrower as correct, complete and in full force and effect as at a
date no earlier than seven Business Days before the date of delivery.
	 
	(b)	 	The Borrower shall, promptly after a demand by the Agent, supply to the Agent in sufficient
copies for all the Lenders a copy of each other material Project Document.
	 
	(c)	 	The Borrower shall comply, duly and promptly, in all material respects with its obligations
and enforce all of its rights under all Project Documents, except where the failure to comply
or enforce would not reasonably be expected to have a Material Adverse Effect.
	 
	20.7	 	Inspection of books and records
	 
	 	 	The Borrower shall:






	 	(a)	 	keep books and records which accurately reflect in all material respects all of
its business, affairs and transactions; and
	 
	 	(b)	 	permit any Finance Party or any of its representatives, at reasonable times and
intervals, and upon prior reasonable notice, to visit any of its offices, to inspect
any of its books and records and to discuss its financial matters with its officers and
auditors. The cost and expense of two such visits in each successive period of 12
Months from the date of this Agreement shall be borne by the Borrower.






	20.8	 	Auditors
	 
	(a)	 	The Borrower shall ensure that PricewaterhouseCoopers or another internationally recognised
“big four” firm of accountants is appointed as its auditors.
	 
	(b)	 	The Borrower shall promptly notify the Agent of any change in its auditors.
	 
	21.	 	GENERAL UNDERTAKINGS
	 
	 	 	The undertakings in this Clause 21 remain in force from the date of this Agreement for so
long as any amount is outstanding under the Finance Documents or any Commitment is in force.
	 
	21.1	 	Authorisations
	 
	(a)	 	The Borrower shall promptly obtain, comply with and do all that is necessary to maintain in
full force and effect (and supply certified copies to the Agent of) any Authorisation required
under any applicable law or regulation:






	 	(i)	 	to enable it to perform its obligations under the Transaction Documents;
	 
	 	(ii)	 	to ensure the legality, validity, enforceability or admissibility in evidence
in its jurisdiction of incorporation of any Transaction Document; and




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	 	(iii)	 	to enable it to carry on its business as it is being conducted from time to
time if failure to obtain, comply with or maintain any such Authorisation would
reasonably be expected to have a Material Adverse Effect.






	(b)	 	The Borrower shall ensure that the Perfection Requirements are promptly complied with.
	 
	21.2	 	Compliance with laws
	 
	 	 	The Borrower shall comply in all respects with all laws to which it may be subject, if
failure so to comply would reasonably be expected to have a Material Adverse Effect.
	 
	21.3	 	Pari passu
	 
	 	 	The Borrower shall ensure that its obligations under the Finance Documents rank at all times
at least pari passu in right of priority and payment with the claims of all its other
unsecured and unsubordinated creditors (other than in respect of the Citibank Charge),
except for obligations mandatorily preferred by applicable law.
	 
	21.4	 	Negative pledge
	 
	(a)	 	The Borrower shall not create or permit to subsist any Security over any of its assets.
	 
	(b)	 	The Borrower shall not:






	 	(i)	 	sell, transfer or otherwise dispose of any of its assets on terms whereby they
are or may be leased to or re-acquired by any Affiliate of the Borrower;
	 
	 	(ii)	 	enter into any arrangement under which money or the benefit of a bank or other
account may be applied, set-off or made subject to a combination of accounts; or
	 
	 	(iii)	 	enter into any other preferential arrangement having a similar effect,






	 	 	in circumstances where the arrangement or transaction is entered into primarily as a method
of raising Financial Indebtedness or of financing the acquisition of an asset.
	 
	(c)	 	The Borrower shall not sell, transfer or otherwise dispose of any of its receivables.
	 
	(d)	 	Paragraphs (a) and (b) above do not apply to any Permitted Security.
	 
	21.5	 	Disposals
	 
	(a)	 	The Borrower shall not enter into a single transaction or a series of transactions (whether
related or not and whether voluntary or involuntary) to sell, lease, transfer or otherwise
dispose of any asset.
	 
	(b)	 	Paragraph (a) above does not apply to any sale, lease, transfer or other disposal:






	 	(i)	 	any asset (other than the Acquired Properties) made:






	 	(A)	 	in the ordinary course of business;
	 
	 	(B)	 	in exchange for or to be replaced by other assets comparable or
superior as to type, value and quality; or
	 
	 	(C)	 	due to obsolescence;




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	 	(ii)	 	of cash:






	 	(A)	 	for the acquisition on arm’s length terms of assets permitted
to be acquired under this Agreement; or
	 
	 	(B)	 	for any other purpose not prohibited under this Agreement;






	 	(iii)	 	constituting the creation of any Security permitted under paragraph (d) of
Clause 21.4 (Negative pledge);
	 
	 	(iv)	 	agreed by the Agent (acting on the instructions of the Majority Lenders); or
	 
	 	(v)	 	of Intellectual Property Rights to any Affiliate in connection with the overall
management of Intellectual Property Rights of the Sponsor and its Subsidiaries, so long
as the Borrower’s ability to use any necessary Intellectual Property and otherwise
carry on its business as then conducted and contemplated to be conducted is not
hindered thereby.






	21.6	 	Restrictive agreements, negative pledges
	 
	 	 	The Borrower shall not enter into (nor, after the first Utilisation Date, have outstanding)
any agreement or arrangement (other than the Transaction Documents and the Floating Rate
Note Documents) prohibiting or restricting the creation or existence of any Security on any
asset of the Borrower, other than the Citibank Charge.
	 
	21.7	 	Financial Indebtedness
	 
	(a)	 	The Borrower shall not incur (or agree to incur) or have outstanding any Financial
Indebtedness.
	 
	(b)	 	Paragraph (a) above does not apply to:






	 	(i)	 	Financial Indebtedness under the Finance Documents or the Floating Rate Note
Documents;
	 
	 	(ii)	 	the Existing Debt;
	 
	 	(iii)	 	Financial Indebtedness permitted by paragraph (b) of Clause 21.8 (Loans and
Guarantees);
	 
	 	(iv)	 	all indebtedness constituting Excluded Proceeds; or
	 
	 	(v)	 	Financial Indebtedness in respect of:






	 	(A)	 	derivative or hedging transactions to hedge actual or projected
exposures; or
	 
	 	(B)	 	spot and forward exchange contracts,






in each case entered into in the ordinary course of business.




	(c)	 	The Borrower shall not request the purchase of any additional Floating Rate Notes under the
Floating Rate Notes Documents (other than Floating Rate Notes issued to finance the payment of
interest on the Floating Rate Notes) unless a pro rata amount of Loans are requested
hereunder.




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	21.8	 	Loans and Guarantees
	 
	(a)	 	The Borrower shall not:






	 	(i)	 	make any loan, or provide any form of credit or financial accommodation, to any
other person; or
	 
	 	(ii)	 	give or issue any guarantee, indemnity, bond or letter of credit to or for the
benefit of, or in respect of liabilities or obligations of, any other person or
voluntarily assume any liability (whether actual or contingent) of any other person.






	(b)	 	Paragraph (a) above does not apply to:






	 	(i)	 	loans, guarantees or indemnities under the Finance Documents and the Floating
Rate Notes Documents; or
	 
	 	(ii)	 	trade credit, guarantees, indemnities, bonds and letters of credit granted,
given or issued by the Borrower on arm’s length terms and in the ordinary course of its
trading, not in respect of Financial Indebtedness, nor in respect of liabilities or
obligations of any Affiliate of the Borrower.






	21.9	 	The Acquisition
	 
	(a)	 	The Borrower shall:






	 	(i)	 	perform and comply with:






	 	(A)	 	its obligations under or in connection with the Development
Agreement and the Lease, other than obligations of a minor or technical nature,
the non-fulfilment of which would not be materially adverse to the interests of
the Lenders;
	 
	 	(B)	 	the Consent; and
	 
	 	(C)	 	in all material respects with its material obligations under or
in connection with the other Acquisition Documents;






	 	(ii)	 	notify the Agent (promptly upon becoming aware of the same) of:






	 	(A)	 	any breach by any party of its obligations or any default under
the Development Agreement, the Lease or the Consent; and
	 
	 	(B)	 	any material breach by any party of its obligations or any
default under the Acquisition Documents;






	 	(iii)	 	take all reasonable steps to enforce:






	 	(A)	 	any claim or right it has under or in connection with the
Development Agreement, the Lease or the Consent; and
	 
	 	(B)	 	any material claim or right it has under or in connection with
any other Acquisition Document;






	 	(iv)	 	notify the Agent promptly of any claim made or to be made under an Acquisition
Document;




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	 	(v)	 	provide the Agent with reasonable details of that claim and its progress and
notify the Agent as soon as practicable upon that claim being resolved; and
	 
	 	(vi)	 	comply with all applicable laws in all respects material in the context of the
Acquisition.






	(b)	 	The Borrower shall not amend, terminate, give any waiver or consent under, or agree or decide
not to enforce, in whole or in part, any term or condition of:






	 	(i)	 	the Development Agreement, the Lease or the Consent, save for amendments,
waivers or consents which:






	 	(A)	 	have been requested by the Lessor and which are not materially
adverse to the interests of the Lenders;
	 
	 	(B)	 	are minor or technical; or
	 
	 	(C)	 	have been approved in writing by the Agent (acting on the
instructions of the Majority Lenders (which approval shall not be unreasonably
withheld)); or






	 	(ii)	 	any other Acquisition Document, save for non-material amendments, waivers or
consents or amendments, waivers or consents which are minor or technical or have been
approved in writing by the Agent (acting on the instructions of the Majority Lenders
(such consent not to be unreasonably withheld)).






	(c)	 	Where the first Utilisation Date does not take place on or by 22 August 2006, the Borrower
shall keep the Agent informed as to the status and progress of the Acquisition.
	 
	(d)	 	The Borrower shall use all commercially reasonable efforts to keep the Agent informed and
consult with it as to:






	 	(i)	 	the terms and conditions of any assurance or undertaking proposed to be given
by the Borrower or any of its Affiliates to any person for the purpose of obtaining any
Authorisation necessary or desirable in connection with the Acquisition; and
	 
	 	(ii)	 	any terms or conditions proposed in connection with any Authorisation necessary
or desirable in connection with the Acquisition.






	(e)	 	If the Majority Lenders state that, in their opinion, any proposed assurance, undertaking,
term or condition referred to in paragraph (d) above would reasonably be expected to have a
Material Adverse Effect, the Borrower shall not waive or treat as satisfied the condition to
the Acquisition relating to that Authorisation.
	 
	21.10	 	Integrated Resort Project
	 
	 	 	The Borrower shall:






	 	(a)	 	ensure and procure that the Integrated Resort Project is designed, constructed
and developed substantially in accordance with the Acquisition Documents and the
Accepted Proposal (and in this connection, it shall be deemed that the Integrated
Resort Project is not designed, constructed or developed in accordance




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	 	 	 	with the Acquisition Documents and the Accepted Proposal if the Lessor notifies the
Borrower to this effect);
	 
	 	(b)	 	ensure and procure that the Integrated Resort Project is constructed to a high
and substantial standard of construction and in accordance with all applicable laws and
regulations;
	 
	 	(c)	 	endeavour to ensure and procure the appointment of reputable persons who are
properly qualified as the architects, quantity surveyors and project managers or other
technical and professional consultants in connection with the designing, construction
and completion of the Integrated Resort Project;
	 
	 	(d)	 	at reasonable times and upon reasonable prior notice, permit the Agent and its
officers, employees and agents (subject to prior appointment) reasonable access the
site of the Integrated Resort Project and for the purpose of carrying out an inspection
and review of the Project, cause the project manager and its officers, employees or
agents to give their reasonable co-operation and assistance on the occasion of any such
visit or inspection; and
	 
	 	(e)	 	ensure and procure that the Casino Licence is obtained in accordance with the
Acquisition Documents.






	21.11	 	Main Construction Contract
	 
	(a)	 	The Borrower:






	 	(i)	 	shall not make or agree to any material amendment to the Main Construction
Contract:






	 	(A)	 	which would reasonably be expected to result in a Material
Adverse Effect; or
	 
	 	(B)	 	other than with the prior consent of the Majority Lenders (such
consent not to be unreasonably withheld),






	 	 	 	provided that any change orders below S$3,000,000 may be entered into without
consent; and
	 
	 	(ii)	 	shall not cancel, rescind or otherwise terminate or agree to any termination or
accept any repudiation or purported repudiation of the Main Construction Contract,
other than where a replacement Main Construction Contract is entered into within three
Months of such event.






	(b)	 	The Borrower:






	 	(i)	 	shall:






	 	(A)	 	pay or procure to be paid punctually all sums due or to become
due from it under the Construction Contracts and all other costs relating to
the Integrated Resort Project for which it is liable in accordance with any
Construction Contract (save for any bona fide dispute which the Borrower may
have against the relevant parties to the Construction





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	 	 	 	Contract entitling them to withhold payment or provide alternative security
for payment pending such dispute);
	 
	 	(B)	 	duly comply with all its obligations, and take all reasonable
steps to ensure due compliance by the other parties with all their respective
obligations, under the Construction Contracts, in each case where the failure
to do so might reasonably be expected to have a Material Adverse Effect; and
	 
	 	(C)	 	preserve and maintain all rights, franchises and privileges
necessary, advisable or appropriate for or in connection with the Integrated
Resort Project, in each case where the failure to do so might reasonably be
expected to have a Material Adverse Effect; and






	 	(ii)	 	shall use its best endeavours to remedy any consequences of any event or
circumstances of force majeure arising in relation to the Construction Contracts.






	21.12	 	Change of business
	 
	 	 	The Borrower shall ensure that no change is made to the general nature of the business of
the Borrower taken as a whole from that carried on at the date of this Agreement, except as
results from the Acquisition and the contemplated construction and development of the
Integrated Resort Project.
	 
	21.13	 	Merger
	 
	 	 	The Borrower shall not enter into any amalgamation, demerger, merger or corporate
reconstruction, other than any internal corporate reconstruction that:






	 	(a)	 	does not result in any amalgamation, demerger or merger; and
	 
	 	(b)	 	will not result in a Default or a Material Adverse Effect.






	21.14	 	Issue of Shares
	 
	 	 	The Borrower shall not after the date of this Agreement:






	 	(a)	 	issue any share to any person other than the Sponsor or VVDIL (or their
respective Subsidiaries); or
	 
	 	(b)	 	grant to any person other than the Sponsor or VVDIL (or their respective
Subsidiaries), any conditional or unconditional option, warrant or other right to call
for the issue or allotment of, subscribe for, purchase or otherwise acquire any share
or loan capital of the Borrower (including any right of pre-emption, conversion or
exchange), or alter any right attaching to any share or loan capital of the Borrower.






	21.15	 	Restricted payments
	 
	(a)	 	The Borrower shall not:






	 	(i)	 	declare, pay or make any dividend or other payment or distribution of any kind
on or in respect of any of its shares;
	 
	 	(ii)	 	reduce, return, purchase, repay, cancel or redeem any of its shares; or




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	 	(iii)	 	redeem any Floating Rate Notes, whether at maturity, by acceleration, or
otherwise, unless the outstanding Loans are proportionately redeemed.






	(b)	 	Paragraph (a) above does not apply to:






	 	(i)	 	the refinancing, repayment or reimbursement of the Existing Debt;
	 
	 	(ii)	 	any payments to the Sponsor for the sole purpose of reimbursing the Sponsor for
any Taxes incurred by the Sponsor that are directly and solely attributable to its
ownership of the Borrower; or
	 
	 	(iii)	 	redemptions of Floating Rate Notes pursuant to Sections 3(c), (e), (f), (g),
(h) or (i) of the Note Purchase Agreement governing the Floating Rate Notes.






	21.16	 	Arm’s length terms
	 
	 	 	The Borrower shall not enter into any contract or arrangement with or for the benefit of any
Affiliate (including any disposal to that person) other than:






	 	(a)	 	in the ordinary course of business and on arm’s length terms;
	 
	 	(b)	 	any transaction permitted by Clause 21.15 (Restricted Payments) or Clause
21.17 (Acquisitions and investments);
	 
	 	(c)	 	any inter-company services and/or procurement contract or arrangement to be
entered into by the Borrower on terms consistent with the past practice of other
Subsidiaries of the Sponsor for performing similar functions;
	 
	 	(d)	 	transfers of Intellectual Property Rights permitted by paragraph (b)(v) of
Clause 21.5 (Disposals);
	 
	 	(e)	 	any equity contributions or Subordinated Shareholders’ Loans made to the
Borrower solely to finance the prepayment, repayment or redemption of Utilisations or
Notes (as applicable) as permitted by this Agreement; or
	 
	 	(f)	 	any contract or arrangement agreed by the Majority Lenders.






	21.17	 	Acquisitions and investments
	 
	(a)	 	The Borrower shall not:






	 	(i)	 	invest in or acquire any share in or any security issued by any person, or any
interest therein or in the capital of any person, or make any capital contribution to
any person; or
	 
	 	(ii)	 	invest in or acquire any business or going concern, or the whole or
substantially the whole of the assets or business of any person, or any assets that
constitute a division or operating unit of the business of any person.






	(b)	 	The Borrower shall not enter into any joint venture, consortium, partnership or similar
arrangement with any person.
	 
	(c)	 	Paragraph (a) above does not apply to:






	 	(i)	 	the Acquisition or the design, construction, development and pre-opening of the
Integrated Resort Project; or




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	 	(ii)	 	any other investment approved by the Majority Lenders.






	21.18	 	Business of the Borrower
	 
	 	 	The Borrower shall not carry on any business, own any material asset or incur any material
liability other than:






	 	(a)	 	all actions in connection with the undertaking of the design, construction,
development and pre-opening of the Integrated Resort Project;
	 
	 	(b)	 	holding and developing the Acquired Properties in accordance with the
Acquisition Documents;
	 
	 	(c)	 	liabilities incurred under the Floating Rate Note Documents and the Transaction
Documents, and Security created under the Finance Documents;
	 
	 	(d)	 	liabilities permitted by the Finance Documents;
	 
	 	(e)	 	issuing the Floating Rate Notes and refinancing the Facilities and the Floating
Rate Notes; or
	 
	 	(f)	 	any other activity and business that is related and ancillary to any activity
set out in paragraphs (a) to (e) above.






	21.19	 	Assets
	 
	 	 	The Borrower shall maintain all its assets necessary for the conduct of its business as
conducted from time to time in good working order and condition, ordinary wear and tear
excepted.
	 
	21.20	 	Insurance
	 
	(a)	 	The Borrower shall maintain insurances on and in relation to its business and assets with
reputable underwriters or insurance companies:






	 	(i)	 	against those risks, and to the extent, usually insured against by prudent
companies located in the same or a similar location and carrying on a similar business;
and
	 
	 	(ii)	 	against those risks, and to the extent, required by applicable law or by
contract,






	 	 	including any risks and at commercially prudent levels, reasonably required by the Agent.
	 
	(b)	 	Without limiting paragraph (a) above, the Borrower shall maintain insurance on all of its
assets of an insurable nature against loss or damage by fire and other risks normally insured
against by persons carrying on a similar business in a sum or sums at least equal to their
replacement value (meaning the total cost of entirely rebuilding, reinstating or replacing
those assets if completely destroyed, together with architects’, surveyors’ and other
professional fees).
	 
	(c)	 	The Borrower acknowledges that it is the sole party liable to pay premiums and shall promptly
pay such premiums and do all things necessary to maintain insurances required of it by
paragraphs (a) and (b) above.




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	(d)	 	The Borrower shall:






	 	(i)	 	promptly supply to the Agent on request copies of each insurance policy
required by this Clause 21.20;
	 
	 	(ii)	 	ensure that the insurer under each such policy undertakes to the Security
Trustee to notify the Security Trustee should any renewal, premium or other sum payable
by the Borrower not be paid when due (and allow the Agent or the Security Trustee the
opportunity of paying such sums) and, if requested, confirm that such policies are in
place;
	 
	 	(iii)	 	immediately notify the Agent of any fact, act or omission which has caused or
may cause it to be in breach of any provision of this Clause 21.20 and of any purported
or threatened avoidance of any insurance policy required by this Clause 21.20; and
	 
	 	(iv)	 	promptly notify the Agent of any claim or notification under any of its
insurance policies which is for, or might result in a claim under that policy for, at
least S$3,000,000 (or its equivalent in another currency or currencies).






	(e)	 	The Borrower shall procure that each insurance policy required by this Clause 21.20:






	 	(i)	 	that it is an all-risk property or contractor’s policy, notes the Security
Trustee’s interest in that policy and names the Security Trustee as an additional loss
payee to the Lessor;
	 
	 	(ii)	 	names the Borrower, the Lessor and the Security Trustee as insureds or, that
they be noted, by endorsement on such insurances (in such form as may be reasonably
acceptable to the Security Trustee), with the interest of the Security Trustee;
	 
	 	(iii)	 	to the extent that the Borrower is able to procure this (having made all
commercially reasonable efforts), acknowledges that the Borrower is the sole party
liable to pay the premiums in respect thereof;
	 
	 	(iv)	 	provides that it may not be altered or amended in a manner that is materially
adverse to the Lenders, without the prior consent in writing of the Security Trustee
(such consent not to be unreasonably withheld);
	 
	 	(v)	 	acknowledges that all proceeds shall, irrespective of any other provisions
therein contained, be paid to repair or reinstate the loss or damage for which the
relevant claim was made in accordance with the Development Agreement or as otherwise
directed by the Lessor, in each case without deduction, set-off or counterclaim in
respect of any outstanding premiums or calls on it;
	 
	 	(vi)	 	to the extent that the Borrower is able to procure this (having made all
commercially reasonable efforts), contains a loss payable and notice of cancellation
clause, a notice of assignment signed in accordance with the relevant policy rules and
such other terms and conditions as the Security




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	 	 	 	Trustee may reasonably require, all such provisions to be in form reasonably
acceptable to the Security Trustee; and
	 
	 	(vii)	 	is in all other respects in form and substance reasonably acceptable to the
Agent.






	(f)	 	If the Borrower fails to purchase or maintain any insurance required by this Clause 21.20,
the Agent or the Security Trustee may purchase such insurance as may be necessary to remedy
any such failure and the Borrower shall indemnify the Facility Agent or, as the case may be,
the Security Trustee on demand against any costs or expenses incurred by it in purchasing any
such insurance.
	 
	(g)	 	The Borrower shall not do or omit to do anything which might render any insurance required by
this Clause 21.20 void, voidable or unenforceable.
	 
	21.21	 	Use of Proceeds
	 
	 	 	The Borrower will ensure that the proceeds of each Loan are used solely for the purposes
(and in compliance with) Clause 3.1 (Purpose).
	 
	21.22	 	Environmental undertakings
	 
	 	 	The Borrower shall:






	 	(a)	 	comply in all material respects with all Environmental Laws to which it may be
subject; and
	 
	 	(b)	 	obtain all material Environmental Licences required or desirable in connection
with its business and comply in all material respects with the terms of all those
Environmental Licences.






	21.23	 	Intellectual Property
	 
	 	 	The Borrower shall:






	 	(a)	 	take all necessary action to obtain, safeguard, maintain in full force and
effect and preserve its ability to enforce all Intellectual Property Rights owned by or
licensed to it (to the extent Borrower has the right to enforce Intellectual Property
Rights that are licensed to Borrower), that are necessary for the conduct of its
business as conducted from time to time, and not discontinue the use of any such
Intellectual Property Rights (other than in the ordinary course of its business and
where such discontinuance would not be reasonably expected to have a Material Adverse
Effect), including:






	 	(i)	 	paying all applicable renewal fees, licence fees and other
applicable fees; and
	 
	 	(ii)	 	performing and complying with all laws and obligations to which
it is subject as registered proprietor, beneficial owner, user, licensor or
licensee of any such Intellectual Property Rights;






	 	(b)	 	promptly notify the Agent of any infringement or threatened or suspected
infringement of or any challenge to the validity of any Intellectual Property




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	 	 	 	Rights owned by or licensed to it which may come to its notice, supply the Agent
with all information in its possession relating thereto and take all necessary steps
(including the institution of legal proceedings) to prevent third parties infringing
any such Intellectual Property Rights; and
	 
	 	(c)	 	take all necessary steps (including legal proceedings) to enforce the
confidentiality of and prevent any improper use of any trade secret which is an
Intellectual Property Right.






	21.24	 	Taxes
	 
	(a)	 	The Borrower shall pay all Taxes required to be paid by it when due (or, if earlier, before
any penalty is or could be imposed, and before any Security is or could be imposed ranking in
priority to the claims of any Finance Party or to any Security created pursuant to the
Security Documents).
	 
	(b)	 	Paragraph (a) above does not apply to any Taxes:






	 	(i)	 	being contested by the Borrower in good faith and in accordance with the
relevant procedures;
	 
	 	(ii)	 	which have been adequately disclosed in its financial statements, and for which
adequate reserves are being maintained in accordance with Singapore GAAP; and
	 
	 	(iii)	 	where payment can be lawfully withheld and will not result in the imposition
of any penalty or Security as described in paragraph (a) above.






	21.25	 	Financial assistance
	 
	 	 	The Borrower shall ensure that all payments made by it, and any Security created pursuant to
any Finance Document by it, are made or created in compliance with any applicable law or
regulation in any relevant jurisdiction concerning financial assistance by a company for the
acquisition of or subscription for shares.
	 
	21.26	 	FRN Documents
	 
	 	 	The Borrower shall not:






	 	(a)	 	enter into any new Floating Rate Notes Document other than:






	 	(i)	 	any new Floating Rate Notes Document entered into pursuant to
or in accordance with any existing Floating Rate Notes Document;
	 
	 	(ii)	 	any new Floating Rate Notes Document that is similar to
corresponding new Finance Documents;
	 
	 	(iii)	 	any new Floating Rate Document which does not materially and
adversely effect the interests of the Lenders; or
	 
	 	(iv)	 	any new Floating Rate Document which does not give the
Purchasers any increase in economic benefit; or






	 	(b)	 	make or agree to make any amendment or waiver concerning any Floating Rate
Notes Documents that has the effect of changing or which relates to:




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	 	(i)	 	provision of Security for the Floating Rate Notes;
	 
	 	(ii)	 	any bringing forward (other than a voluntary redemption) of the
date of payment of any amount under the Floating Rate Notes;
	 
	 	(iii)	 	an increase in the amount of any payment of principal,
interest, fees or commission payable under the Floating Rate Notes; or
	 
	 	(iv)	 	an increase in or an addition to any commitment for the
Floating Rate Notes,






	 	 	 	without the prior consent of all the Lenders; or
	 
	 	(c)	 	make or agree to make any other amendment to any Floating Rate Notes
Document, other than any amendment to any Common Clause (as defined in the Floating
Rate Notes Documents) or which is not adverse to the interests of the Lenders or is
minor or technical or which has been approved by the Majority Lenders.






	22.	 	EVENTS OF DEFAULT
	 
	 	 	Each of the events or circumstances set out in Clause 22 is an Event of Default.
	 
	22.1	 	Non-payment
	 
	 	 	The Borrower does not pay on the due date any amount payable pursuant to a Finance Document
at the place at and in the currency in which it is expressed to be payable unless, in the
case of payments other than of principal:






	 	(a)	 	its failure to pay is caused by administrative or technical error; and
	 
	 	(b)	 	payment is made within five days of its due date.






	22.2	 	Other obligations
	 
	(a)	 	The Borrower does not comply with any provision of the Finance Documents (other than those
referred to in Clause 22.1 (Non-payment)).
	 
	(b)	 	No Event of Default under paragraph (a) above in relation to any provision of the Finance
Documents (other than Clause 20.4 (Notification of Default)) will occur if the failure to
comply is capable of remedy and is remedied within 30 days of the earlier of (i) an officer of
the Borrower becoming aware of such default and (ii) the Agent or any Lender giving notice to
the Borrower of the failure to comply.
	 
	22.3	 	Misrepresentation
	 
	 	 	Any representation or statement made or deemed to be made by the Borrower in the Finance
Documents or any other document delivered by or on behalf of the Borrower under or in
connection with any Finance Document is or proves to have been incorrect or misleading in
any material respect when made or deemed to be made.
	 
	22.4	 	Cross default
	 
	(a)	 	Any Financial Indebtedness of the Borrower is not paid when due nor within any originally
applicable grace period.




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	(b)	 	Any Financial Indebtedness of the Borrower is declared to be or otherwise becomes due and
payable prior to its specified maturity as a result of an event of default (however
described).
	 
	(c)	 	Any commitment for any Financial Indebtedness of the Borrower is cancelled or suspended by a
creditor of the Borrower as a result of an event of default (however described).
	 
	(d)	 	Any creditor of the Borrower becomes entitled to declare any Financial Indebtedness of the
Borrower due and payable prior to its specified maturity as a result of an event of default
(however described).
	 
	(e)	 	No Event of Default will occur under this Clause 22.4 if:






	 	(i)	 	the relevant Financial Indebtedness is Financial Indebtedness under the
Floating Rate Notes and the applicable event under the Floating Rate Notes arises
solely by reason of the occurrence of an event of default (howsoever described) under
Sponsor’s Senior Notes; or
	 
	 	(ii)	 	if the aggregate amount of Financial Indebtedness or commitment for Financial
Indebtedness falling within paragraphs (a) to (d) above is less than S$8,000,000 (or
its equivalent in any other currency or currencies); or
	 
	 	(iii)	 	in relation to paragraphs (a), (b), (c) or (d) above, the holder of the
relevant Financial Indebtedness waives the applicable event of default (howsoever
described) or such event of default is cured.






	22.5	 	Insolvency
	 
	(a)	 	The Borrower is unable or admits inability to pay its debts as they fall due, suspends, or
threatens to suspend, making payments on any of its debts or, by reason of actual or
anticipated financial difficulties, commences negotiations with one or more of its creditors
with a view to rescheduling any of its indebtedness.
	 
	(b)	 	The value of the assets of the Borrower is less than its liabilities (taking into account
contingent and prospective liabilities).
	 
	(c)	 	A moratorium is declared in respect of any indebtedness of the Borrower.
	 
	22.6	 	Insolvency proceedings
	 
	(a)	 	Any corporate action, legal proceedings or other procedure or step is taken in relation to:






	 	(i)	 	the suspension of payments, a moratorium of any indebtedness, winding-up,
dissolution, administration or reorganisation (by way of voluntary arrangement, scheme
of arrangement or otherwise) of the Borrower;
	 
	 	(ii)	 	a composition, assignment or arrangement with any creditor of the Borrower;
	 
	 	(iii)	 	the appointment of a liquidator, receiver, administrator, administrative
receiver, compulsory manager or other similar officer in respect of the Borrower or any
of its assets; or




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	 	(iv)	 	the enforcement of any Security over any assets of the Borrower,






	 	 	or any analogous procedure or step is taken in any jurisdiction.
	 
	(b)	 	No Event of Default will occur under paragraph (a) above in connection with any legal
proceedings or other procedure or step taken:






	 	(i)	 	under paragraph (a)(i) above in relation to a winding-up or an administration;
or
	 
	 	(ii)	 	under paragraph (a)(iii) or paragraph (a)(iv) above,






which:




	 	(A)	 	is of a frivolous or vexatious nature and is being contested by the Borrower in
good faith by appropriate means prior to an order being made against it; and
	 
	 	(B)	 	is discharged or stayed within 45 days of its commencement.






	22.7	 	Creditors’ process
	 
	 	 	Any expropriation, attachment, sequestration, distress or execution affects any part of the
Acquired Properties, any rights of the Borrower under the Development Agreement or the Lease
or any other material asset or assets of the Borrower and is not discharged within 20 days.
	 
	22.8	 	Unlawfulness
	 
	 	 	It is or becomes unlawful for the Borrower to perform any of its obligations under the
Finance Documents.
	 
	22.9	 	Repudiation
	 
	(a)	 	The Borrower repudiates a Finance Document or an Acquisition Document.
	 
	(b)	 	The Lessor or any other relevant Governmental Agency repudiates an Acquisition Document.
	 
	22.10	 	Security and guarantees
	 
	(a)	 	Any Security Document or any guarantee or indemnity in any Finance Document is not in full
force and effect or any Security Document does not create in favour of the Security Trustee
for the benefit of the Finance Parties the Security which it is expressed to create fully
perfected and with the ranking and priority it is expressed to have.
	 
	(b)	 	Any Security Document is declared null and void by a Governmental Agency of competent
jurisdiction, or any such Governmental Agency or the Borrower shall contest the validity,
perfection or priority of the Security granted pursuant to any Security Document in favour of
the Security Trustee.
	 
	(c)	 	The Lessor:






	 	(i)	 	cancels, terminates or amends the Consent (other than an amendment permitted by
paragraph (b)(i) of Clause 21.9 (The Acquisition)); or
	 
	 	(ii)	 	materially amends (as determined by the Majority Lenders), cancels or
terminates the leasing arrangements contemplated by the Lease,




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	 	 	in each case without the consent of the Majority Lenders.






	22.11	 	Constitutional documents
	 
	 	 	Any constitutional document of the Borrower is terminated, or is amended in a way, or any
consent or waiver is given in respect of any such document, which would reasonably be
expected to be material and adverse to the interests of the Finance Parties under the
Finance Documents.
	 
	22.12	 	Carry on business
	 
	 	 	The Borrower suspends or ceases (or threatens to suspend or cease) to carry on all or a
material part of its business.
	 
	22.13	 	Nationalisation
	 
	 	 	There shall have occurred:






	 	(a)	 	any imposition of expropriatory or confiscatory taxes, or any nationalization,
re-entry, requisition, expropriation, seizure, compulsory acquisition, modification,
suspension, or 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 the Integrated Resort Project) of the ownership or control
of:






	 	(i)	 	all or any part (determined by the Majority Lenders to be
material) of the Acquired Properties or the Integrated Resort Project; or
	 
	 	(ii)	 	any material equity interests in the Borrower; or






	 	(b)	 	an extinguishment of any material rights benefiting, or imposition of any
restrictions affecting, or change in any law of Singapore (other than the enactment of
the Legislation) governing, affecting or impacting, the Development Agreement or the
Lease, the Borrower or the Integrated Resort Project 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 Finance Documents (including rights under the Security
Documents); or
	 
	 	(c)	 	any governmental act or series of acts or change in any law of Singapore or
delivery of any official governmental notice which could reasonably be expected, in the
judgment of the Majority Lenders, as evidenced in a notice provided by them to the
Agent and the Borrower, to have a Material Adverse Effect.






	22.14	 	Audit qualification
	 
	 	 	The auditors qualify their report on any audited financial statement of the Borrower, as to
the Borrower’s ability to continue as a “going concern” or as to the scope of the audit.
	 
	22.15	 	Litigation
	 
	 	 	Any litigation, arbitration, proceeding or dispute is started or threatened, in each case
which would reasonably be expected to have a Material Adverse Effect.




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	22.16	 	Project
	 
	(a)	 	The whole or any part (determined by the Majority Lenders to be material) of the Integrated
Resort Project is cancelled or abandoned.
	 
	(b)	 	The Integrated Resort Project is wholly or in part (determined by the Majority Lenders to be
material) damaged or destroyed, whether insured or not, unless in respect of any such material
part, the Borrower makes all commercially reasonable efforts to reinstate, rebuild or replace
such material part within a reasonable period of time.
	 
	(c)	 	The Integrated Resort Project is not in the process of being designed, constructed,
developed, operated and otherwise executed substantially in accordance with the Acquisition
Documents and the Accepted Proposal.
	 
	(d)	 	Following its issue, the Lease is terminated or repudiated by the Lessor, or the Lessor fails
to perform any of its obligations (determined by the Majority Lenders to be material) under
the Lease.
	 
	(e)	 	The Development Agreement is terminated.
	 
	(f)	 	The Casino License is not awarded to the Borrower in accordance, in all material respects,
with the Acquisition Documents.
	 
	(g)	 	Legislation (as defined in the Development Agreement) is adopted, and the terms of such
legislation are such that either the Borrower or the Lessor is unable to fulfil:






	 	(i)	 	its obligations under the Development Agreement, the Lease or the Consent; or
	 
	 	(ii)	 	its material obligations under any of the other Acquisition Documents.






	(h)	 	Any loss, termination (other than in accordance with its terms), suspension, revocation,
cancellation or invalidation of a guaranty or equivalent agreement or instrument required by
law or contract in support of the obligations of the Borrower under any Acquisition Document
occurs, 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 Agent
(provided that such 60-day period shall be deemed to terminate immediately upon the occurrence
of (h) any loss or revocation of the Casino License (if issued), or (ii) 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 under any such guaranty or equivalent agreement or instrument.
	 
	(i)	 	The Borrower 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 of any Permit to Commence Building Works or any other necessary permit for
the construction or development of the Integrated Resort Project or the Permit to Commence
Building Works or any such other 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 15 Business Days, or any Governmental Agency shall challenge or seek to
revoke the Permit to Commence




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	 	 	Building Works or any such other permit and shall not rescind such challenge or action with
15 Business Days, if, in each case in this paragraph (j), such failure to observe, satisfy
or perform or such violation, breach, termination, sequestration, suspension, failure to be
in full force and effect, challenge or seeking to revoke, could reasonably be expected to
have a Material Adverse Effect.
	 
	(j)	 	Any of the Project Documents shall terminate or be terminated or cancelled or deemed invalid
prior to its stated expiration date or fail to be in full force and effect, or the Borrower 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 Project Document and such
default, termination, cancellation or invalidity, together with all other then current
defaults under and terminations of Project Documents could reasonably be expected to result in
a Material Adverse Effect; provided, that a termination, cancellation, invalidation or default
shall not constitute an Event of Default hereunder if it is remedied within 30 days after
notice received by the Borrower from the Agent, or the Borrower replaces such Project Document
either within such 30 day period or as follows:






	 	(i)	 	if the breach or default is by the Borrower and is reasonably susceptible to
cure within 90 days but cannot be cured within such 30 days despite the Borrower’s good
faith and diligent efforts to do so, the cure period shall be extended as is reasonably
necessary beyond such 30 day period (but in no event longer than 90 days) if remedial
action reasonably likely to result in cure is promptly instituted within such 30 day
period and is thereafter diligently pursued until the breach or default is corrected;
or
	 
	 	(ii)	 	if the breach is by a party (if such replacement is necessary for the purposes
of the Integrated Resort Project) other than the Borrower, and the Borrower provides
notice to the Agent during such 30 day period that the Borrower intends to replace such
Project Document (if such replacement is necessary for the purposes of the Integrated
Resort Project) and (A) the Borrower obtains a replacement obligor or obligors
reasonably acceptable to the Agent for the affected party (if such replacement is
necessary for the purposes of the Integrated Resort Project), (B) the Borrower enters
into a replacement Project Document with a counterparty reasonably satisfactory to the
Agent and on terms agreed by the Borrower (acting reasonably) within 60 days of such
termination, and (C) 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.






	22.17	 	Interest Buffer
	 
	 	 	On the date which is 12 Months after the date of this Agreement, the Agent reasonably
determines that the aggregate amount of the Available Facilities that may be applied for the
purpose of financing normal interest under the Facilities, is less than the amount in
Singapore Dollars equivalent to S$59,145,000, unless the Borrower has otherwise




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	 	 	satisfied the Agent that sufficient amounts to finance all such payments through to the
Termination Date are freely available to it, provided that this condition shall be deemed to
be satisfied where:






	 	(a)	 	sufficient cash is deposited solely for this purpose into a bank account in
Singapore controlled solely by the Agent, subject to documentation and on terms
satisfactory to the Agent; and
	 
	 	(b)	 	the Agent receives such agreements, documents and evidence as it may require in
connection with such deposit.






	22.18	 	Development Agreement Event of Default/Lease
	 
	 	 	Any Development Agreement Event of Default or Lease Event of Default occurs or the Borrower
fails to comply with any of its material obligations under the Development Agreement or the
Lease.
	 
	22.19	 	Material adverse change
	 
	 	 	A Material Adverse Effect exists or has occurred.
	 
	22.20	 	Acceleration
	 
	(a)	 	On and at any time after the occurrence of an Event of Default the Agent may, and shall if so
directed by the Majority Lenders, by notice to the Borrower:






	 	(i)	 	cancel the Total Commitments whereupon they shall immediately be cancelled;
	 
	 	(ii)	 	declare that all or part of the Utilisations, together with accrued interest,
and all other amounts accrued or outstanding under the Finance Documents be immediately
due and payable, whereupon they shall become immediately due and payable; and/or
	 
	 	(iii)	 	declare that all or part of the Utilisations be payable on demand, whereupon
they shall immediately become payable on demand by the Agent on the instructions of the
Majority Lenders; and/or
	 
	 	(iv)	 	declare that full cash cover in respect of each or any Bank Guarantee is
immediately due and payable, whereupon it shall become immediately due and payable;
and/or
	 
	 	(v)	 	declare that full cash cover in respect of each or any Bank Guarantee is
payable on demand, whereupon it shall immediately become payable on demand by the
Agent on the instructions of the Majority Lenders.






	(b)	 	Where a claim by the beneficiary of the Bank Guarantees is only made under one or some (and
not all) of the Bank Guarantees or any claim is not made by the beneficiary on a pro rata
basis between all the Bank Guarantees, on and at any time after an occurrence of an Event of
Default under Clause 22.1 (Non-payment) in relation to such claim or claims, the Agent may,
and if so directed by the Lender or Lenders that have issued such Bank Guarantee, by notice to
the Borrower:




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	 	(i)	 	declare that full cash cover in respect of each such Bank Guarantee(s) is
immediately due and payable, whereupon it shall become immediately due and payable;
and/or
	 
	 	(ii)	 	declare that full cash cover in respect of each such Bank Guarantee(s) is
payable on demand, whereupon it shall immediately become payable on demand by the Agent
on the instructions of the Majority Lenders.






	23.	 	CHANGES TO THE LENDERS
	 
	23.1	 	Transfers by the Lenders
	 
	 	 	Subject to this Clause 23, a Lender (the “Existing Lender”) may transfer by novation any of
its rights and obligations to any Eligible Lender (the “New Lender”).
	 
	23.2	 	Conditions of transfer
	 
	(a)	 	The consent of the Borrower is required for a transfer by a Lender, unless the transfer is to
another Lender or an Affiliate of a Lender or an Event of Default is continuing.
	 
	(b)	 	The consent of the Borrower to a transfer must not be unreasonably withheld or delayed. The
Borrower will be deemed to have given its consent ten days after the Lender has requested it
unless consent is expressly refused by the Borrower within that time.
	 
	(c)	 	A transfer will only be effective if the procedure set out in Clause 23.5 (Procedure for
transfer) is complied with.
	 
	(d)	 	If:






	 	(i)	 	a Lender transfers any of its rights or obligations under the Finance Documents
or changes its Facility Office; and
	 
	 	(ii)	 	as a result of circumstances existing at the date the transfer or change
occurs, the Borrower would be obliged to make a payment to the New Lender or Lender
acting through its new Facility Office under:






	 	(A)	 	Clause 14 (Tax gross-up and indemnities); or
	 
	 	(B)	 	Clause 15 (Increased costs),






	 	 	then the New Lender or Lender acting through its new Facility Office is only entitled to
receive payment under those Clauses to the same extent as the Existing Lender or Lender
acting through its previous Facility Office would have been if the transfer or change had
not occurred.
	 
	(e)	 	Any transfer in relation to any Facility may only be made if a pro rata portion of the other
Facility is made concurrently by the same Existing Lender to the relevant New Lender.
	 
	23.3	 	Transfer fee
	 
	 	 	The New Lender shall, on the date upon which a transfer takes effect, pay to the Agent (for
its own account) a fee of S$4,000.




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	23.4	 	Limitation of responsibility of Existing Lenders
	 
	(a)	 	Unless expressly agreed to the contrary, an Existing Lender makes no representation or
warranty and assumes no responsibility to a New Lender for:






	 	(i)	 	the legality, validity, effectiveness, adequacy or enforceability of the
Transaction Documents or any other documents;
	 
	 	(ii)	 	the financial condition of the Borrower or other person;
	 
	 	(iii)	 	the performance and observance by the Borrower or other person of its
obligations under the Transaction Documents or any other documents; or
	 
	 	(iv)	 	the accuracy of any statements (whether written or oral) made in or in
connection with any Transaction Document or any other document,






	 	 	and any representations or warranties implied by law are excluded.
	 
	(b)	 	Each New Lender:






	 	(i)	 	confirms to the Existing Lender and the other Finance Parties that it:






	 	(A)	 	has made (and shall continue to make) its own independent
investigation and assessment of the financial condition and affairs of the
Borrower and its related entities in connection with its participation in this
Agreement and has not relied exclusively on any information provided to it by
the Existing Lender in connection with any Transaction Document; and
	 
	 	(B)	 	will continue to make its own independent appraisal of the
creditworthiness of the Borrower and its related entities and any other person
whilst any amount is or may be outstanding under the Finance Documents or any
Commitment is in force; and






	 	(ii)	 	confirms to the Borrower that it is an Eligible Lender on the Transfer Date.






	(c)	 	Nothing in any Finance Document obliges an Existing Lender to:






	 	(i)	 	accept a re-transfer from a New Lender of any of the rights and obligations
transferred under this Clause 23; or
	 
	 	(ii)	 	support any losses directly or indirectly incurred by the New Lender by reason
of the non-performance by the Borrower or other person of its obligations under the
Finance Documents or otherwise.






	23.5	 	Procedure for transfer
	 
	(a)	 	Subject to the conditions set out in this Clause 23 a transfer is effected in accordance with
paragraph (b) below when the Agent and the Borrower execute an otherwise duly completed
Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent and
the Borrower shall, as soon as reasonably practicable after receipt by it of a duly completed
Transfer Certificate appearing on its face to comply with the terms of this Agreement and
delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.




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	(b)	 	On the Transfer Date:






	 	(i)	 	to the extent that in the Transfer Certificate the Existing Lender seeks to
transfer by novation its rights and obligations under the Finance Documents the
Borrower and the Existing Lender shall be released from further obligations towards one
another under the Finance Documents and their respective rights against one another
under the Finance Documents shall be cancelled (being the “Discharged Rights and
Obligations”);
	 
	 	(ii)	 	the Borrower and the New Lender shall assume obligations towards one another
and/or acquire rights against one another which differ from the Discharged Rights and
Obligations only insofar as the Borrower and the New Lender have assumed and/or
acquired the same in place of the Borrower and the Existing Lender;
	 
	 	(iii)	 	the Agent, the Arranger, the Security Trustee, the New Lender and other
Lenders shall acquire the same rights and assume the same obligations between
themselves as they would have acquired and assumed had the New Lender been an Original
Lender with the rights and/or obligations acquired or assumed by it as a result of the
transfer and to that extent the Agent, the Arranger, the Security Trustee and the
Existing Lender shall each be released from further obligations to each other under the
Finance Documents; and
	 
	 	(iv)	 	the New Lender shall become a Party as a “Lender”.






	(c)	 	Notwithstanding anything to the contrary in this Clause 23, the rights of the Lenders to make
assignments or transfers of, and grant participations in, any or all of its Commitments or any
Loan, or any interest therein, herein or in any other Liabilities 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 Casino License
or any other gaming licenses of the Borrower or any of its parents or Affiliates.
	 
	23.6	 	Disclosure of information
	 
	(a)	 	Each Finance Party shall hold all non-public information obtained pursuant to the
requirements of this Agreement and any other Finance Document in accordance with that Finance
Party’s customary procedures for handling confidential information of this nature and in
accordance with safe and sound banking or investment practices, it being understood and agreed
by the Borrower that in any event each Finance Party:






	 	(i)	 	may make disclosures to its Affiliates;
	 
	 	(ii)	 	may make disclosures to any bona fide assignee, transferee or participant in
connection with the contemplated assignment, transfer or the granting of any
participation by that Finance Party of any Utilisations or any participations therein
(provided that such assignee, transferee or participant agrees to be bound by
this Clause 23.6); or




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	 	(iii)	 	(where that Finance Party is the Agent or the Security Trustee) may make
disclosures to any bona fide person who is succeeding that Finance Party in that
capacity (provided that such person agrees to be bound by this Clause 23.6);
	 
	 	(iv)	 	may make disclosures to any other Finance Party;
	 
	 	(v)	 	may make disclosures to the Sponsor;
	 
	 	(vi)	 	may make disclosures to its professional advisers (provided that such
adviser agrees to be bound by this Clause 23.6);
	 
	 	(vii)	 	may make disclosures to the holders or lead arrangers of the Floating Rate
Notes for the purposes of enabling the Instructing Group to make decisions in relation
to the Finance Documents or the Floating Rate Notes Documents or for any other purpose
contemplated by this Agreement or the Floating Rate Notes Documents (provided
that such person (if it has not already done so) agrees to be bound by this Clause
23.6); or
	 
	 	(viii)	 	may make disclosures required or requested by any Governmental Agency or
representative thereof or pursuant to legal process; provided that, unless
specifically prohibited by applicable law or court order, that Finance Party shall
notify the 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 of such Finance Party by such Governmental Agency) for disclosure of any such
non-public information.






	(b)	 	For the purposes of paragraph (a) above, “non-public information” shall not include
information that is not acquired from the Borrower or any of its Subsidiaries or Affiliates
(or persons acting on behalf of or retained by the Borrower or any of its Subsidiaries or
Affiliates), persons retained by or acting on behalf of any Finance Party in connection with
this Agreement and the transactions contemplated hereby or persons known by such Lender to be
under a duty or an obligation of confidentiality to the Borrower (it being understood that the
Finance Parties, the holders of the Floating Rate Notes and their respective Affiliates shall
be under an obligation of confidentiality).
	 
	23.7	 	Increase in Facility B Commitments
	 
	(a)	 	An amount (the “Designated Amount”) equal to the lower of (i) the Available Facility for
Facility A as at the close of business on the last day (the “Conversion Date”) of the
applicable Availability Period and (ii) an amount notified by the Borrower to the Agent (which
shall not exceed S$59,145,000), shall be automatically converted into Facility B Commitments
if:






	 	(i)	 	the Borrower so requests by notice received by the Agent not less than 30 (nor
more than 60) days before the Conversion Date; and
	 
	 	(ii)	 	no Default is continuing on the Conversion Date or would result from the
proposed conversion.




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	(b)	 	The Agent shall promptly notify each Lender of any such request.
	 
	(c)	 	Subject to this Clause 23.7, on the Conversion Date:






	 	(i)	 	the Available Facility for Facility A equal to the Designated Amount shall be
converted into Facility B Commitments;
	 
	 	(ii)	 	the Facility B Commitments shall be increased by the amount of the Available
Facility for Facility A equal to the Designated Amount;
	 
	 	(iii)	 	the Facility B Commitments of each Lender shall be increased rateably; and
	 
	 	(iv)	 	each Lender, the Borrower and the other Parties, shall acquire the same rights
and assume the same obligations between themselves as they would have acquired and
assumed had that Lender been an original Party, with the rights and/or obligations
assumed by it as a result of the increase in the Facility B Commitment of that Lender.






	24.	 	CHANGES TO THE BORROWER
	 
	 	 	The Borrower may not assign any of its rights or transfer any of its rights or obligations
under the Finance Documents, except with the consent of all the Lenders.
	 
	25.	 	ROLE OF THE AGENT, THE SECURITY TRUSTEE AND THE ARRANGER
	 
	25.1	 	Appointment of the Agent
	 
	(a)	 	Each other Finance Party appoints the Agent to act as its agent under and in connection with
the Finance Documents.
	 
	(b)	 	Each other Finance Party authorises the Agent to exercise the rights, powers, authorities and
discretions specifically given to it under or in connection with the Finance Documents
together with any other incidental rights, powers, authorities and discretions.
	 
	25.2	 	Duties of the Agent
	 
	(a)	 	The Agent shall promptly forward to a Party the original or a copy of any document which is
delivered to the Agent for that Party by any other Party.
	 
	(b)	 	Except where a Finance Document specifically provides otherwise, the Agent is not obliged to
review or check the adequacy, accuracy or completeness of any document it forwards to another
Party.
	 
	(c)	 	If the Agent receives notice from a Party referring to this Agreement, describing a Default
and stating that the circumstance described is a Default, it shall promptly notify the Finance
Parties.
	 
	(d)	 	If the Agent is aware of the non-payment of any principal, interest, commitment fee or other
fee payable to a Finance Party (other than the Agent or the Arranger) under this Agreement it
shall promptly notify the other Finance Parties.




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	(e)	 	The Agent shall promptly send to the Security Trustee such certification as the Security
Trustee may require pursuant to the Finance Documents.
	 
	(f)	 	The duties of the Agent under the Finance Documents are solely mechanical and administrative
in nature.
	 
	25.3	 	Role of the Arranger
	 
	 	 	Except as specifically provided in the Finance Documents, the Arranger has no obligations of
any kind to any other Party under or in connection with any Finance Document.
	 
	25.4	 	Role of the Security Trustee
	 
	(a)	 	The Security Trustee shall be appointed to act as security trustee for the Finance Parties
pursuant to, and shall act as security trustee for the Finance Parties in accordance with, the
terms of the Security Trust Agreement and the other Security Documents.
	 
	25.5	 	No fiduciary duties
	 
	(a)	 	Nothing in this Agreement constitutes the Agent or the Arranger as a trustee or fiduciary of
any other person.
	 
	(b)	 	Neither the Agent nor the Arranger shall be bound to account to any Lender for any sum or the
profit element of any sum received by it for its own account.
	 
	25.6	 	Business with the Borrower
	 
	 	 	The Agent and the Arranger may accept deposits from, lend money to and generally engage in
any kind of banking or other business with the Borrower or any other person.
	 
	25.7	 	Rights and discretions of the Agent
	 
	(a)	 	The Agent may rely on:






	 	(i)	 	any representation, notice or document believed by it to be genuine, correct
and appropriately authorised; and
	 
	 	(ii)	 	any statement made by a director, authorised signatory or employee of any
person regarding any matters which may reasonably be assumed to be within his knowledge
or within his power to verify.






	(b)	 	The Agent may assume, unless it has received notice to the contrary in its capacity as agent
for the Lenders or, as the case may be, as security trustee for the Finance Parties, that:






	 	(i)	 	no Default has occurred (unless it has actual knowledge of a Default arising
under Clause 22.1 (Non-payment)); and
	 
	 	(ii)	 	any right, power, authority or discretion vested in any Party or any group of
Lenders has not been exercised.






	(c)	 	The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants,
surveyors or other experts.




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	(d)	 	The Agent may act in relation to the Finance Documents through its personnel and agents.
	 
	(e)	 	The Agent may disclose to any other Party any information it reasonably believes it has
received as agent under this Agreement.
	 
	(f)	 	Notwithstanding any other provision of any Finance Document to the contrary, neither the
Agent nor the Arranger is obliged to do or omit to do anything if it would or might in its
reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary
duty or duty of confidentiality.
	 
	25.8	 	Majority Lenders’ instructions
	 
	(a)	 	Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any
right, power, authority or discretion vested in it as Agent or Security Trustee (as the case
may be) in accordance with any instructions given to it by the Majority Lenders (or, if so
instructed by the Majority Lenders, refrain from exercising any right, power, authority or
discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts
(or refrains from taking any action) in accordance with an instruction of the Majority
Lenders.
	 
	(b)	 	Unless a contrary indication appears in a Finance Document, any instructions given by the
Majority Lenders will be binding on all the Finance Parties.
	 
	(c)	 	The Agent may refrain from acting in accordance with the instructions of the Majority Lenders
(or, if appropriate, the Lenders) until it has received such security as it may require for
any cost, loss or liability (together with any associated goods and services tax) which it may
incur in complying with the instructions.
	 
	(d)	 	In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders),
the Agent may act (or refrain from taking action) as it considers to be in the best interest
of the Lenders.
	 
	(e)	 	The Agent is not authorised to act on behalf of a Lender (without first obtaining that
Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.
	 
	25.9	 	Responsibility for documentation
	 
	 	 	Neither the Agent nor the Arranger:






	 	(a)	 	is responsible for the adequacy, accuracy and/or completeness of any
information (whether oral or written) supplied by the Agent, the Security Trustee, the
Arranger, the Borrower or any other person given in or in connection with any
Transaction Document; or
	 
	 	(b)	 	is responsible for the legality, validity, effectiveness, adequacy or
enforceability of any Transaction Document or any other agreement, arrangement or
document entered into, made or executed in anticipation of or in connection with any
Transaction Document.




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	25.10	 	Exclusion of liability
	 
	(a)	 	Without limiting paragraph (b) below, the Agent will not be liable for any action taken by it
under or in connection with any Finance Document, unless directly caused by its gross
negligence or wilful misconduct.
	 
	(b)	 	No Party (other than the Agent) may take any proceedings against any officer, employee or
agent of the Agent in respect of any claim it might have against the Agent or in respect of
any act or omission of any kind by that officer, employee or agent in relation to any Finance
Document and any officer, employee or agent of the Agent may rely on this Clause. Any third
party referred to in this paragraph (b) may enjoy the benefit of or enforce the terms of this
paragraph in accordance with the provisions of the Contracts (Rights of Third Parties) Act,
Chapter 53B of Singapore.
	 
	(c)	 	The Agent will not be liable for any delay (or any related consequences) in crediting an
account with an amount required under the Finance Documents to be paid by it if it has taken
all necessary steps as soon as reasonably practicable to comply with the regulations or
operating procedures of any recognised clearing or settlement system used by it for that
purpose.
	 
	25.11	 	Lenders’ indemnity to the Agent
	 
	(a)	 	Subject to paragraph (b) below, each Lender shall (in proportion to its Available Commitments
and participations in the Loans then outstanding to the Available Facilities and all the Loans
then outstanding) indemnify the Agent, within three Business Days of demand, against any cost,
loss or liability incurred by the Agent (otherwise than by reason of its gross negligence or
wilful misconduct) in acting as Agent under the Finance Documents (unless it has been
reimbursed by the Borrower pursuant to a Finance Document).
	 
	(b)	 	If the Available Facilities are then zero each Lender’s indemnity under paragraph (a) above
shall be in proportion to its Available Commitments to the Available Facilities immediately
prior to their reduction to zero, unless there are then any Loans outstanding in which case it
shall be in proportion to its participations in the Loans then outstanding to all the Loans
then outstanding.
	 
	25.12	 	Resignation of the Agent
	 
	(a)	 	The Agent or the Security Trustee may resign and appoint one of its Affiliates acting through
an office in Singapore as successor by giving notice to the other Finance Parties and the
Borrower.
	 
	(b)	 	Alternatively the Agent may resign by giving notice to the other Finance Parties and the
Borrower, in which case the Majority Lenders (with the consent of the Borrower) may appoint a
successor Agent.
	 
	(c)	 	If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b)
above within 30 days after notice of resignation was given, the Agent (after consultation with
the Borrower) may appoint a successor Agent (acting through an office in Singapore).




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	(d)	 	The retiring Agent shall, at its own cost, make available to its successor such documents and
records and provide such assistance as its successor may reasonably request for the purposes
of performing its functions as Agent under the Finance Documents.
	 
	(e)	 	The resignation notice of the Agent shall only take effect upon the appointment of a
successor.
	 
	(f)	 	Upon the appointment of a successor, the retiring Agent shall be discharged from any further
obligation in respect of the Finance Documents but shall remain entitled to the benefit of
this Clause 25. Its successor and each of the other Parties shall have the same rights and
obligations amongst themselves as they would have had if such successor had been an original
Party.
	 
	(g)	 	After consultation with the Borrower, the Majority Lenders may, at their own cost, by notice
to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the
Agent shall resign in accordance with paragraph (b) above.
	 
	25.13	 	Confidentiality
	 
	(a)	 	The Agent (in acting as agent for the Finance Parties) shall be regarded as acting through
its respective agency or security trustee division which in each case shall be treated as a
separate entity from any other of its divisions or departments.
	 
	(b)	 	If information is received by another division or department of the Agent, it may be treated
as confidential to that division or department and the Agent shall not be deemed to have
notice of it.
	 
	25.14	 	Relationship with the Lenders
	 
	 	 	The Agent may treat each Lender as a Lender, entitled to payments under this Agreement and
acting through its Facility Office unless it has received not less than five Business Days
prior notice from that Lender to the contrary in accordance with the terms of this
Agreement.
	 
	25.15	 	Credit appraisal by the Lenders
	 
	 	 	Without affecting the responsibility of the Borrower for information supplied by it or on
its behalf in connection with any Transaction Document, each Lender confirms to the Agent
and the Arranger that it has been, and will continue to be, solely responsible for making
its own independent appraisal and investigation of all risks arising under or in connection
with any Transaction Document including but not limited to:






	 	(a)	 	the financial condition, status and nature of the Borrower or the Sponsor;
	 
	 	(b)	 	the legality, validity, effectiveness, adequacy or enforceability of any
Transaction Document and any other agreement, Security, arrangement or document entered
into, made or executed in anticipation of, under or in connection with any Transaction
Document;
	 
	 	(c)	 	whether that Lender has recourse, and the nature and extent of that recourse,
against any Party or any of its respective assets under or in connection with any




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	 	 	 	Transaction Document, the transactions contemplated by the Transaction Documents or
any other agreement, Security, arrangement or document entered into, made or
executed in anticipation of, under or in connection with any Transaction Document;
and
	 
	 	(d)	 	the adequacy, accuracy and/or completeness of any information provided by the
Agent, any Party or by any other person under or in connection with any Transaction
Document, the transactions contemplated by the Transaction Documents or any other
agreement, Security, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Transaction Document.






	25.16	 	Reference Banks
	 
	 	 	If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an
Affiliate) ceases to be a Lender, the Agent shall (in consultation with the Borrower)
appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.
	 
	25.17	 	Deduction from amounts payable by the Agent
	 
	 	 	If any Party owes an amount to the Agent under the Finance Documents the Agent may, after
giving notice to that Party, deduct an amount not exceeding that amount from any payment to
that Party which the Agent would otherwise be obliged to make under the Finance Documents
and apply the amount deducted in or towards satisfaction of the amount owed. For the
purposes of the Finance Documents that Party shall be regarded as having received any amount
so deducted.
	 
	25.18	 	Security Documents
	 
	 	 	The provisions of the Security Documents shall bind each Party.
25.19 Transfer Certificate
	 
	 	 	Each Party (except for the Borrower and the Lender and any bank, financial institution,
trust, fund or other entity which is seeking the relevant transfer in accordance with Clause
22 (Changes to the Lenders)) irrevocably authorises the Agent to sign each Transfer
Certificate on its behalf.
	 
	26.	 	CONDUCT OF BUSINESS BY THE FINANCE PARTIES
	 
	 	 	No provision of this Agreement will:






	 	(a)	 	interfere with the right of any Finance Party to arrange its affairs (tax or
otherwise) in whatever manner it thinks fit;
	 
	 	(b)	 	oblige any Finance Party to investigate or claim any credit, relief, remission
or repayment available to it or the extent, order and manner of any claim; or
	 
	 	(c)	 	oblige any Finance Party to disclose any information relating to its affairs
(tax or otherwise) or any computations in respect of Tax.




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	27.	 	SHARING AMONG THE FINANCE PARTIES
	 
	27.1	 	Payments to Finance Parties
	 
	 	 	If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from the
Borrower other than in accordance with Clause 28 (Payment mechanics) and applies that amount
to a payment due under the Finance Documents then:






	 	(a)	 	the Recovering Finance Party shall, within three Business Days, notify details
of the receipt or recovery to the Agent;
	 
	 	(b)	 	the Agent shall determine whether the receipt or recovery is in excess of the
amount the Recovering Finance Party would have been paid had the receipt or recovery
been received or made by the Agent and distributed in accordance with Clause 28
(Payment mechanics), without taking account of any Tax which would be imposed on the
Agent in relation to the receipt, recovery or distribution; and
	 
	 	(c)	 	the Recovering Finance Party shall, within three Business Days of demand by the
Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or
recovery less any amount which the Agent determines may be retained by the Recovering
Finance Party as its share of any payment to be made, in accordance with Clause 28.5
(Partial payments).






	27.2	 	Redistribution of payments
	 
	 	 	The Agent shall treat the Sharing Payment as if it had been paid by the Borrower and
distribute it between the Finance Parties (other than the Recovering Finance Party) in
accordance with Clause 28.5 (Partial payments).
	 
	27.3	 	Recovering Finance Party’s rights
	 
	(a)	 	On a distribution by the Agent under Clause 27.2 (Redistribution of payments), the Recovering
Finance Party will be subrogated to the rights of the Finance Parties which have shared in the
redistribution.
	 
	(b)	 	If and to the extent that the Recovering Finance Party is not able to rely on its rights
under paragraph (a) above, the Borrower shall be liable to the Recovering Finance Party for a
debt equal to the Sharing Payment which is immediately due and payable.
	 
	27.4	 	Reversal of redistribution
	 
	 	 	If any part of the Sharing Payment received or recovered by a Recovering Finance Party
becomes repayable and is repaid by that Recovering Finance Party, then:






	 	(a)	 	each Finance Party which has received a share of the relevant Sharing Payment
pursuant to Clause 27.2 (Redistribution of payments) shall, upon request of the Agent,
pay to the Agent for account of that Recovering Finance Party an amount equal to the
appropriate part of its share of the Sharing Payment (together with an amount as is
necessary to reimburse that Recovering Finance Party for its proportion of any interest
on the Sharing Payment which that Recovering Finance Party is required to pay); and




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	 	(b)	 	that Recovering Finance Party’s rights of subrogation in respect of any
reimbursement shall be cancelled and the Borrower will be liable to the reimbursing
Finance Party for the amount so reimbursed.






	27.5	 	Exceptions
	 
	(a)	 	This Clause 27 shall not apply to the extent that the Recovering Finance Party would not,
after making any payment pursuant to this Clause, have a valid and enforceable claim against
the Borrower.
	 
	(b)	 	A Recovering Finance Party is not obliged to share with any other Finance Party any amount
which the Recovering Finance Party has received or recovered as a result of taking legal or
arbitration proceedings, if:






	 	(i)	 	it notified that other Finance Party of the legal or arbitration proceedings;
and
	 
	 	(ii)	 	that other Finance Party had an opportunity to participate in those legal or
arbitration proceedings but did not do so as soon as reasonably practicable having
received notice and did not take separate legal or arbitration proceedings.






	28.	 	PAYMENT MECHANICS
	 
	28.1	 	Payments to the Agent
	 
	(a)	 	On each date on which the Borrower or a Lender is required to make a payment under a Finance
Document, the Borrower (subject to Clause 28.9 (Payments to the Security Trustee) or that
Lender shall make the same available to the Agent (unless a contrary indication appears in a
Finance Document) for value on the due date at the time and in such funds specified by the
Agent as being customary at the time for settlement of transactions in the relevant currency
in the place of payment.
	 
	(b)	 	Payment shall be made to such account in the principal financial centre of the country of
that currency with such bank as the Agent specifies.
	 
	28.2	 	Distributions by the Agent
	 
	 	 	Each payment received by the Agent under the Finance Documents for another Party shall,
subject to Clause 28.3 (Distributions to the Borrower) and Clause 28.4 (Clawback) and Clause
28.9 (Payments to the Security Trustee), be made available by the Agent as soon as
practicable after receipt to the Party entitled to receive payment in accordance with this
Agreement (in the case of a Lender, for the account of its Facility Office), to such account
as that Party may notify to the Agent by not less than five Business Days’ notice with a
bank in the principal financial centre of the country of that currency.
	 
	28.3	 	Distributions to the Borrower
	 
	 	 	The Agent and the Security Trustee may (with the consent of the Borrower or in accordance
with Clause 29 (Set-off)) apply any amount received by it for the Borrower in or towards
payment (on the date and in the currency and funds of receipt) of any amount due from the
Borrower under the Finance Documents or in or towards purchase of any amount of any currency
to be so applied.




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	28.4	 	Clawback
	 
	(a)	 	Where a sum is to be paid to the Agent or the Security Trustee under the Finance Documents
for another Party, the Agent or, as the case may be, the Security Trustee is not obliged to
pay that sum to that other Party (or to enter into or perform any related exchange contract)
until it has been able to establish to its satisfaction that it has actually received that
sum.
	 
	(b)	 	If the Agent or the Security Trustee pays an amount to another Party and it proves to be the
case that it had not actually received that amount, then the Party to whom that amount (or the
proceeds of any related exchange contract) was paid shall on demand refund the same to the
Agent or, as the case may be, the Security Trustee together with interest on that amount from
the date of payment to the date of receipt by the Agent or, as the case may be, the Security
Trustee, calculated by it to reflect its cost of funds.
	 
	28.5	 	Partial payments
	 
	(a)	 	If the Agent receives a payment that is insufficient to discharge all the amounts then due
and payable by the Borrower under the Finance Documents, the Agent shall apply that payment
towards the obligations of the Borrower under the Finance Documents in the following order:






	 	(i)	 	first, in or towards payment pro rata of any unpaid fees, costs and expenses of
the Agent, the Security Trustee or the Arranger under the Finance Documents;
	 
	 	(ii)	 	secondly, in or towards payment pro rata of any accrued interest, fee or
commission due but unpaid under this Agreement; and
	 
	 	(iii)	 	thirdly, in or towards payment pro rata of any other sum due but unpaid under
the Finance Documents.






	(b)	 	The Agent shall, if so directed by the Majority Lenders reverse the order set out in
paragraphs (a)(ii) and (iii) above.
	 
	(c)	 	Paragraphs (a) and (b) above will override any appropriation made by the Borrower.
	 
	28.6	 	No set-off by Borrower
	 
	 	 	All payments to be made by the Borrower under the Finance Documents shall be calculated and
be made without (and free and clear of any deduction for) set-off or counterclaim.
	 
	28.7	 	Business Days
	 
	(a)	 	Any payment which is due to be made on a day that is not a Business Day shall be made on the
next Business Day in the same calendar month (if there is one) or the preceding Business Day
(if there is not).
	 
	(b)	 	During any extension of the due date for payment of any principal or an Unpaid Sum under this
Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the
original due date.




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	28.8	 	Currency of account
	 
	(a)	 	Subject to paragraphs (b) to (e) below, Singapore Dollars is the currency of account and
payment for any sum due from the Borrower under any Finance Document.
	 
	(b)	 	A repayment of a Utilisation or Unpaid Sum or a part of a Utilisation or Unpaid Sum shall be
made in the currency in which that Utilisation or Unpaid Sum is denominated on its due date.
	 
	(c)	 	Each payment of interest shall be made in the currency in which the sum in respect of which
the interest is payable was denominated when that interest accrued.
	 
	(d)	 	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which
the costs, expenses or Taxes are incurred.
	 
	(e)	 	Any amount expressed to be payable in a currency other than Singapore Dollars shall be paid
in that other currency.
	 
	28.9	 	Payments to the Security Trustee
	 
	 	 	Notwithstanding any other provision of any Finance Document, at any time after any Security
created by or pursuant to any Security Document becomes enforceable, the Security Trustee
may require:






	 	(a)	 	the Borrower to pay all sums due under any Finance Document; or
	 
	 	(b)	 	the Agent to pay all sums received or recovered from the Borrower under any
Finance Document,






	 	 	in each case as the Security Trustee may direct for application in accordance with the terms
of the Security Documents.
	 
	29.	 	SET-OFF
	 
	 	 	While an Event of Default is continuing, a Finance Party may set off any matured obligation
due from the Borrower under the Finance Documents (to the extent beneficially owned by that
Finance Party) against any matured obligation owed by that Finance Party to the Borrower,
regardless of the place of payment, booking branch or currency of either obligation. If the
obligations are in different currencies, the Finance Party may convert either obligation at
a market rate of exchange in its usual course of business for the purpose of the set-off.
The relevant Finance Party shall notify the Borrower of any set-off pursuant to this Clause
29 after the Finance Party completes it.
	 
	30.	 	NOTICES
	 
	30.1	 	Communications in writing
	 
	 	 	Any communication to be made under or in connection with the Finance Documents shall be made
in writing and, unless otherwise stated, may be made by fax or letter.




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	30.2	 	Addresses
	 
	 	 	The address and fax number (and the department or officer, if any, for whose attention the
communication is to be made) of each Party for any communication or document to be made or
delivered under or in connection with the Finance Documents is:






	 	(a)	 	in the case of the Borrower, that identified with its name below;
	 
	 	(b)	 	in the case of each Lender, that notified in writing to the Agent on or prior
to the date on which it becomes a Party; and
	 
	 	(c)	 	in the case of the Agent and the Security Trustee, that identified with its
name below,






	 	 	or any substitute address, fax number or department or officer as the Party may notify to
the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent)
by not less than five Business Days’ notice.
	 
	30.3	 	Delivery
	 
	(a)	 	Any communication or document made or delivered by one person to another under or in
connection with the Finance Documents will only be effective:






	 	(i)	 	if by way of fax, when received in legible form; or
	 
	 	(ii)	 	if by way of letter, when it has been left at the relevant address or five
Business Days after being deposited in the post postage prepaid in an envelope
addressed to it at that address,






	 	 	and, if a particular department or officer is specified as part of its address details
provided under Clause 30.2 (Addresses), if addressed to that department or officer.
	 
	(b)	 	Any communication or document to be made or delivered to the Agent or the Security Trustee
will be effective only when actually received by it and then only if it is expressly marked
for the attention of the department or officer identified with its signature below (or any
substitute department or officer as it shall specify for this purpose).
	 
	(c)	 	All notices from or to the Borrower shall be sent through the Agent.
	 
	30.4	 	Notification of address and fax number
	 
	 	 	Promptly upon receipt of notification of an address and fax number or change of address or
fax number pursuant to Clause 30.2 (Addresses) or changing its own address or fax number,
the Agent shall notify the other Parties.
	 
	30.5	 	English language

	 
	(a)	 	Any notice given under or in connection with any
Finance Document must be in English.
	 
	(b)	 	All other documents provided under or in connection with any Finance Document must be:






	 	(i)	 	in English; or
	 
	 	(ii)	 	if not in English, and if so required by the Agent, accompanied by a certified
English translation and, in this case, the English translation will prevail unless




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	 	 	 	the document is a constitutional, statutory or other official document or a Security
Document.






	31.	 	CALCULATIONS AND CERTIFICATES
	 
	31.1	 	Accounts
	 
	 	 	In any litigation or arbitration proceedings arising out of or in connection with a Finance
Document, the entries made in the accounts maintained by a Finance Party are prima facie
evidence of the matters to which they relate.
	 
	31.2	 	Certificates and Determinations
	 
	 	 	Any certification or determination by a Finance Party of a rate or amount under any Finance
Document is, in the absence of manifest error, conclusive evidence of the matters to which
it relates.
	 
	31.3	 	Day count convention
	 
	 	 	Any interest, commission or fee accruing under a Finance Document will accrue from day to
day and is calculated on the basis of the actual number of days elapsed and a year of 365
days or, in any case where the practice in the Singapore interbank market differs, in
accordance with that market practice.
	 
	32.	 	PARTIAL INVALIDITY
	 
	 	 	If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions nor the legality, validity or
enforceability of such provision under the law of any other jurisdiction will in any way be
affected or impaired.
	 
	33.	 	REMEDIES AND WAIVERS
	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any
right or remedy under the Finance Documents shall operate as a waiver, nor shall any single
or partial exercise of any right or remedy prevent any further or other exercise or the
exercise of any other right or remedy. The rights and remedies provided in this Agreement
are cumulative and not exclusive of any rights or remedies provided by law.
	 
	34.	 	AMENDMENTS AND WAIVERS
	 
	34.1	 	Required consents
	 
	(a)	 	Subject to Clause 34.2 (Exceptions) any term of the Finance Documents may be amended or
waived only with the consent of the Majority Lenders and the Borrower and any such amendment
or waiver will be binding on all Parties.
	 
	(b)	 	The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by
this Clause.




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	34.2	 	Exceptions
	 
	(a)	 	An amendment or waiver that has the effect of changing or which relates to:






	 	(i)	 	the definition of “Majority Lenders” in Clause 1.1 (Definitions);
	 
	 	(ii)	 	an extension to the date of payment of any amount under the Finance Documents;
	 
	 	(iii)	 	a reduction in the Margin or a reduction in the amount of any payment of
principal, interest, fees or commission payable;
	 
	 	(iv)	 	an increase in or an extension of any Commitment;
	 
	 	(v)	 	any provision which expressly requires the consent of all the Lenders;
	 
	 	(vi)	 	Clause 2.2 (Finance Parties’ rights and obligations), Clause 23 (Changes to the
Lenders), Clause 27 (Sharing among the Finance Parties) or this Clause 34; or
	 
	 	(vii)	 	the release of any Security created pursuant to any Security Document or of
any Charged Assets (except as provided in any Security Document),






	 	 	shall not be made without the prior consent of all the Lenders (other than, subject to
paragraph (d) below, any Permitted Sands Lender).
	 
	(b)	 	An amendment or waiver which relates to the rights or obligations of the Agent, the Security
Trustee or the Arranger may not be effected without its consent.
	 
	(c)	 	An amendment or waiver which relates to the rights or obligations of any Lender under or in
connection with a Bank Guarantee issued by it, may not be effected without its consent.
	 
	(d)	 	An amendment or waiver which puts any Permitted Sands Lender alone in a worse economic
position, may not be effected without its consent.
	 
	(e)	 	Any provision of this Agreement or any other Finance Document which requires the consent,
approval or determination of all the Lenders shall not require the consent, approval or
determination of any Permitted Sands Lender and any such consent, approval or determination
shall be made by all the other Lenders.
	 
	(f)	 	Notwithstanding the foregoing, if any Lender does not agree to any amendment hereunder
requiring the consent of all Lenders and consented to by the Majority Lenders, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the Agent,
require such Lender to transfer, without recourse, all such Lender’s interests, rights and
obligations under this Agreement to a transferee that shall assume such interests, rights and
obligations (which such transferee must be a bank or financial institution or may be another
Lender, if a Lender accepts such transfer); 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 Liabilities and other
amounts payable to it hereunder from the assignee or the Borrower and (ii) such transfer
(together with any other transfers





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	 	 	pursuant to this paragraph (c) or otherwise) will result in such amendment being approved.
	 
	35.	 	COUNTERPARTS
	 
	(a)	 	Each Finance Document may be executed in any number of counterparts, and this has the same
effect as if the signatures on the counterparts were on a single copy of the Finance Document.
	 
	(b)	 	Each counterpart of this Agreement shall constitute an original of this Agreement and may be
signed and executed by the Parties and transmitted by facsimile transmission and shall be as
valid and effectual as if executed as an original, but all counterparts shall constitute one
and the same instrument. Each Party in relation to the Borrower, shall deliver its original
counterpart to the Agent as soon as practicable, provided that in relation to the Borrower, it
shall deliver its original counterpart to the Agent (or New York legal counsel nominated by
the Agent), no later than 11.00 a.m. on the date that the Loan Proceeds and Cashier’s Orders
are released pursuant to Clause 5.5 (Disbursement of proceeds from First Utilisations).
	 
	(c)	 	For the purposes of paragraph (b) above, “Cashier’s Orders” and “Escrow Agent” shall have the
meanings respectively given to them in Clause 5.5 (Disbursement of proceeds from First
Utilisations).
	 
	36.	 	GOVERNING LAW
	 
	 	 	This Agreement is governed by Singapore law.
	 
	37.	 	ENFORCEMENT
	 
	37.1	 	Jurisdiction of Singapore courts
	 
	 	 	The courts of Singapore have exclusive jurisdiction to settle any dispute arising out of or
in connection with this Agreement (including a dispute regarding the existence, validity or
termination of this Agreement) (a “Dispute”).
	 
	37.2	 	Venue
	 
	 	 	The Parties agree that the courts of Singapore are the most appropriate and convenient
courts to settle Disputes and accordingly no Party will argue to the contrary.
	 
	37.3	 	Other competent jurisdiction
	 
	 	 	This Clause 37 is for the benefit of the Finance Parties only. As a result, no Finance Party
shall be prevented from taking proceedings relating to a Dispute in any other courts with
jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent
proceedings in any number of jurisdictions.




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	38.	 	CERTAIN MATTERS AFFECTING LENDERS
	 
	38.1	 	Nevada Gaming Authority
	 
	 	 	If (a) the Nevada Gaming Authority shall determine that any Lender does not meet suitability
standards prescribed under the Nevada Gaming Regulations or (b) any Singapore Gaming
Authority or any other gaming authority with jurisdiction over the gaming business of the
Borrower shall determine that any Lender does not meet its suitability standards (in any
such case, a “Former Lender”), the Agent or the Borrower shall have the right (but not the
duty) to designate bank(s) or other financial institution(s) (in each case, a “Substitute
Lender”) which may be any Lender or Lenders or any other Eligible Lender that agrees to
become a Substitute Lender and to assume the rights and obligations of the Former Lender,
subject to receipt by the Agent of evidence that such Substitute Lender is an Eligible
Lender. The Substitute Lender shall assume the rights and obligations of the Former Lender
under this Agreement.
	 
	38.2	 	Prepayment
	 
	 	 	Notwithstanding the provisions of Clause 38.1 (Nevada Gaming Authority) or any other
provision hereof, if any Lender becomes a Former Lender, and if the Agent or the Borrower
fails to find a Substitute Lender pursuant to Clause 38.1 (Nevada Gaming Authority) within
any time period specified by the appropriate gaming authority for the withdrawal of a Former
Lender (the “Withdrawal Period”), the Borrower shall immediately prepay in full the
outstanding principal amount of Loans made by such Former Lender (whose Commitments shall be
immediately cancelled), together with accrued interest thereon to the earlier of (a) the
date of payment or (b) the last day of any Withdrawal Period.
	 
	39.	 	GAMING AUTHORITIES
	 
	 	 	Each Finance Party agrees to cooperate with any Singapore Government Agency responsible for
gaming in Singapore (“Singapore Gaming Authority”) and any other applicable gaming
authorities, in connection with the administration of their regulatory jurisdiction over the
Borrower, including to the extent not inconsistent with the internal policies of such
Finance Party and any applicable legal or regulatory restrictions the provision of such
documents or other information as may be requested by any Singapore Gaming Authority or any
other gaming authority relating to the Finance Parties, or to the Financing Documents.
Notwithstanding any other provision of the Agreement, the Borrower expressly authorises each
Finance Party to cooperate with any Singapore Gaming Authority and such other gaming
authorities as described above.




This Agreement has been entered into on the date stated at the beginning of this Agreement.




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SCHEDULE 1




The Original Lenders




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Original	 	Facility A	 	Facility B	 	Facility C
	Lender	 	Commitment	 	Commitment	 	Commitment
	DBS Bank Ltd.
	 	 	S$511,374,282	 	 	 	S$35,487,000	 	 	 	S$115,562,718	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	United Overseas
Bank Limited
	 	 	S$255,687,141	 	 	 	S$17,743,500	 	 	 	S$57,781,359	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Oversea-Chinese
Banking Corporation
Limited
	 	 	S$85,229,047	 	 	 	S$5,914,500	 	 	 	S$19,260,453	 






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SCHEDULE 2




Conditions Precedent





	1.	 	Borrower
	 
	(a)	 	A copy of the constitutional documents of the Borrower.
	 
	(b)	 	A copy of a resolution of the board of directors or equivalent body of the Borrower:






	 	(i)	 	approving the terms of, and the transactions contemplated by, the Finance
Documents and resolving that it execute the Finance Documents;
	 
	 	(ii)	 	authorising a specified person or persons to execute the Finance Documents to
which it is a party on its behalf; and
	 
	 	(iii)	 	authorising a specified person or persons, on its behalf, to sign and/or
despatch all documents and notices (including, if relevant, any Utilisation Request,
Selection Notice and Renewal Request) to be signed and/or despatched by it under or in
connection with the Finance Documents to which it is a party.






	(c)	 	A specimen of the signature of each person authorised by the resolution referred to in
paragraph (b) above.
	 
	(d)	 	A certificate of the Borrower (signed by a director) confirming that borrowing or
guaranteeing, as appropriate, the Total Commitments would not cause any borrowing or similar
limit binding on the Borrower to be exceeded.
	 
	(e)	 	A certificate of an authorised signatory of the Borrower, certifying that each copy document
specified:






	 	(i)	 	in paragraph 1 of this Schedule 2, is correct, complete and in full force and
effect as at a date no earlier than the date of this Agreement; and
	 
	 	(ii)	 	in paragraphs 4(a), 4(b) and 4(c) of this Schedule 2, is correct and complete
as at a date no earlier than the date of this Agreement.






	2.	 	Security
	 
	 	 	Confirmation from the Security Trustee that it has received a copy of each of the following
Security Documents, duly executed by the parties to it:






	 	(a)	 	the Assignment of Development Agreement;
	 
	 	(b)	 	the Assignment of Insurances;
	 
	 	(c)	 	the Assignment of Project Documents;
	 
	 	(d)	 	the Assignment of LTA Agreement;
	 
	 	(e)	 	the Debenture;
	 
	 	(f)	 	the Mortgage (executed in escrow); and
	 
	 	(g)	 	the Security Trust Agreement.




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	3.	 	Legal opinions
	 
	(a)	 	A legal opinion of Allen & Gledhill, legal advisers to the Arranger and the Agent in
Singapore, substantially in the form distributed to the Original Lenders prior to signing this
Agreement.
	 
	(b)	 	A legal opinion of the legal advisers to the Borrower in Singapore, substantially in the form
distributed to the Original Lenders prior to signing this Agreement.
	 
	4.	 	Acquisition information
	 
	(a)	 	A certified copy of each of the Accepted Proposal and the RFP.
	 
	(b)	 	A copy of the Sources and Uses Summary.
	 
	(c)	 	A copy of the approval of the Lessor to the execution of, and the creation of the Security
under, the Assignment of Development Agreement and the Mortgage by the Borrower.
	 
	(d)	 	A satisfactory report on the titles of the Acquired Properties.
	 
	(e)	 	Satisfactory requisitions in respect of the Acquired Properties.
	 
	(f)	 	A lot number for the Acquired Properties allotted by Chief Surveyor.
	 
	5.	 	Floating Rate Notes
	 
	 	 	Evidence that the Floating Rate Notes Documents have been executed and delivered.




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SCHEDULE 3




Requests




PART I




Utilisation Request 





			
	From:	 	Marina Bay Sands Pte. Ltd.






			
	To:	 	   [Agent]





Dated:




Dear Sirs




Marina Bay Sands Pte. Ltd.



S$1,104,040,000 Facility Agreement



dated 18 August 2006 (the “Agreement”)





	1.	 	We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have
the same meaning in this Utilisation Request unless given a different meaning in this
Utilisation Request.
	 
	2.	 	We wish to borrow a Loan on the following terms:





	 	 	 
	Proposed Utilisation Date:

	 	[                                        ](or, if that is not a Business Day,
the next Business Day)
	 
	 	 
	Facility to be utilised:

	 	[Facility A]/[Facility B]/[Facility C]
	 
	 	 
	Purpose:

	 	[Insert appropriate description from Clause 3.1
(Purpose)]
	 
	 	 
	Amount:

	 	[                                        ] or, if less, the Available Facility
	 
	 	 
	Interest Period:

	 	[                                        ]







	3.	 	We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is
satisfied on the date of this Utilisation Request.
	 
	4.	 	We confirm that the proceeds of the requested Loans are anticipated to be used on or before
the 60th day following the Proposed Utilisation Date for the purposes set forth
herein.
	 
	5.	 	The proceeds of this Loan should be [insert cash/cashier’s orders breakdown and for cash,
list ultimate bank accounts in Singapore into which cash proceeds are to be paid out of
escrow].
	 
	6.	 	This Utilisation Request is irrevocable.




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Yours faithfully




 






authorised signatory for




Marina Bay Sands Pte. Ltd.




- 96 -









 





PART II




Utilisation Request




Bank Guarantee





			
	From:	 	Marina Bay Sands Pte. Ltd.






			
	To:	 	   [Agent]





Dated:




Dear Sirs




Marina Bay Sands Pte. Ltd.



S$1,104,040,000 Facility Agreement



dated 18 August 2006 (the “Agreement”)





	1.	 	We wish to arrange for a Bank Guarantee to be issued by [the issuing Lender] on the following
terms:





	 	 	 
	Proposed Utilisation Date:

	 	[                                        ](or, if that is not a
Business Day, the next Business Day)
	 
	 	 
	Facility to be utilised:

	 	Facility C
	 
	 	 
	Amount:

	 	[                                        ]
	 
	 	 
	Term:

	 	[                                        ]
	 
	 	 
	[issuing Lender:

	 	[                                        ]]
	 
	 	 






	2.	 	We confirm that each condition specified in Clause 6.6 (Issue of Bank Guarantees) is
satisfied on the date of this Utilisation Request.
	 
	3.	 	We attach a copy of the proposed Bank Guarantee. [Insert delivery instructions]
	 
	4.	 	This Utilisation Request is irrevocable.





Yours faithfully




 






authorised signatory for

Marina Bay Sands Pte. Ltd.




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PART III




Selection Notice




Applicable to a Term Loan





			
	From:	 	Marina Bay Sands Pte. Ltd.






			
	To:	 	   [Agent]





Dated:




Dear Sirs




Marina Bay Sands Pte. Ltd.



S$1,104,040,000 Facility Agreement



dated 18 August 2006 (the “Agreement”)





	1.	 	We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have
the same meaning in this Selection Notice unless given a different meaning in this Selection
Notice.
	 
	2.	 	We refer to the following Facility [A/B/C] Loan[s] in [identify currency] with an Interest
Period ending on [                                        ].*
	 
	3.	 	[We request that the above Facility [A/B/C] Loan[s] be divided into [   
] Facility [A/B/C] Loans with the following amounts and Interest Periods:]**
	 
	 	 	or
	 
	 	 	[We request that the next Interest Period for the above Facility [A/B] Loan[s] is [   
]].***
	 
	4.	 	This Selection Notice is irrevocable.





Yours faithfully




 






authorised signatory for



Marina Bay Sands Pte. Ltd.






 




			
	*	 	Insert details of all Facility A Loans,
Facility B Loans or, as the case may be, Facility C Loans which have an
Interest Period ending on the same date.
	 
	**	 	Use this option if division of Loans is
requested.
	 
	***	 	Use this option if sub-division is not
required.




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SCHEDULE 4




Form of Transfer Certificate





			
	To:	 	[                                        ] as Agent






			
	From:	 	[The Existing Lender] (the “Existing Lender”) and [The New Lender]
(the “New Lender”)





Dated:




Marina Bay Sands Pte. Ltd.



S$1,104,040,000 Facility Agreement



dated 18 August 2006 (the “Agreement”)





	1.	 	We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement
have the same meaning in this Transfer Certificate unless given a different meaning in this
Transfer Certificate.
	 
	2.	 	We refer to Clause 23.5 (Procedure for transfer):






	 	(a)	 	The Existing Lender and the New Lender agree to the Existing Lender
transferring to the New Lender by novation all or part of the Existing Lender’s
Commitment, rights and obligations referred to in the Schedule in accordance with
Clause 23.5 (Procedure for transfer).
	 
	 	(b)	 	The proposed Transfer Date is [                                        ].
	 
	 	(c)	 	The Facility Office and address, fax number and attention details for notices
of the New Lender for the purposes of Clause 30.2 (Addresses) are set out in the
Schedule.
	 
	 	(d)	 	The New Lender agrees to be bound by the terms of the Agreement and the
Security Trust Agreement as a Lender.






	3.	 	The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations
set out in paragraph (c) of Clause 23.4 (Limitation of responsibility of Existing Lenders).
	 
	4.	 	The New Lender confirms that it is an Eligible Lender.
	 
	5.	 	This Transfer Certificate may be executed in any number of counterparts and this has the same
effect as if the signatures on the counterparts were on a single copy of this Transfer
Certificate.
	 
	6.	 	This Transfer Certificate is governed by Singapore law.




- 99 -









 











THE SCHEDULE




Commitment/rights and obligations to be transferred




[insert relevant details]



[Facility Office address, fax number and attention details for notices and account details for
payments.]




	 	 	 
	[Existing Lender]

	 	[New Lender]
	 
	 	 
	By:

	 	By:





This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as
[                                        ].




[Agent]




By:




Marina Bay Sands Pte. Ltd.




By:




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SCHEDULE 5




Timetables




PART I




Loans



“D —  “ refers to the number of Business Days before the relevant Utilisation Date/the first day
of the relevant Interest Period.




	 	 	 	 	 
	1.

	 	Delivery of a duly completed
Utilisation Request (Clause 5.1
(Delivery of a Utilisation Request))
or a Selection Notice (Clause 11.1
(Selection of Interest Periods))
	 	In relation to the First
Utilisations

D — 2

11:00 a.m.


In relation to all other
Utilisations

D — 5

11:00 a.m.
	 
	 	 	 	 
	2.

	 	Agent notifies the Lenders of the
Loan in accordance with Clause 5.4
(Lenders’ participation)
	 	In relation to the First
Utilisations

D — 2

5:00 p.m.


In relation to all other
Utilisations

D — 3

11:00 a.m.
	 
	 	 	 	 
	3.

	 	SWAP Rate is fixed
	 	Quotation Day
as of 11:00 a.m.







- 101 -









 








PART II




Bank Guarantees




“D —  “ refers to the number of Business Days before the relevant Utilisation Date.




	 	 	 
	Delivery of a duly completed Utilisation Request (Clause 6.3
(Delivery of a Utilisation Request for Bank Guarantees))

	 	D — 2

11:00 a.m.
	 
	 	 
	Agent notifies the Lenders of the Bank Guarantees in accordance
with Clause 6.6 (Issue of Bank Guarantees)

	 	D — 2

5:00 p.m.






- 102 -









 






SCHEDULE 6




Acquired Properties



All those pieces or parcels of land at Marina Bay, along Bayfront Avenue as shown delineated and
marked on the Land Parcel Plan (Guide Plan No. B1.1C) attached to the Planning Parameters (as
defined in Clause 1.1 of the Development Agreement) marked as Annexure “A” comprising of Parcel A1
together with:





	(a)	 	such stratum of subterranean space in Parcel A2, Parcel A3, Parcel A4 and Parcel A5;






	(b)	 	such stratum of air space in Parcel A6;






	(c)	 	such strata of air and subterranean space in Parcel A7; and






	(d)	 	part of the foreshore and sea-bed within Parcel AW1 and Parcel AW2




or any such pieces or parcels of land (whether subterranean space, airspace, foreshore or seabed)
as may be approved by the Competent Authorities (as defined Clause 1.1 of the Development
Agreement), together with all the buildings and structures to be erected thereon.




- 103 -









 








SCHEDULE 7




Form of Bank Guarantee



Instructions: This Guarantee is to be typed on the Bank’s letterhead and submitted together with
the Proposal.





			
	To:	 	Singapore Tourism Board

Tourism Court

1 Orchard Spring Lane

Singapore 247729

(hereinafter called “STB”).





     WHEREAS


(i) By a Development Agreement (hereinafter called “the Agreement”) executed or to be executed
between STB of the one part and [name of Company], a company incorporated in [country] and having
its registered office at [registered address] (hereinafter called “the Company”) of the other part
pursuant to the Request for Proposals to Develop an Integrated Resort at Marina Bay, Singapore
(hereinafter called “the RFP”), the Company agreed to construct, develop and establish an
Integrated Resort (hereinafter called “the IR”) at Marina Bay, Singapore in consideration of the
term of lease to be granted by STB to the Company and subject to the terms and conditions of the
Agreement.



(ii) Clause 5 of the Agreement provides that the Company shall pay a deposit of Singapore Dollars
[ŸŸŸŸ] (S$ŸŸŸŸ) (hereinafter called “the Security
Deposit”) equivalent to five per cent (5%) of the Development Investment as defined in the
Agreement, which may be payable in such manner as specified in the Agreement, which includes
payment by way of one or more Bankers’ Guarantees / Insurance Performance Bonds issued in favour of
STB on the terms and conditions contained in the format prescribed by STB and enforceable in such
circumstances as set out in the Agreement.




     NOW WE HEREBY AGREE as follows:


1. Words and expressions which are specifically defined in the Agreement shall, unless otherwise
defined in this Guarantee, have the same meanings when used in this Guarantee.



2. Pursuant to the agreement as aforesaid and at the joint request of the Company and us, we [name
of Bank / Insurance Company] HEREBY GUARANTEE to pay to STB forthwith on demand made to us in
writing, a sum or sums not exceeding in the aggregate Singapore Dollars
[ŸŸŸŸ] (S$ŸŸŸŸ), being equivalent to *the whole / a
part of the Security Deposit required to be paid by the Company (hereinafter called “the Guaranteed
Sum”). [*delete whichever is inapplicable], Provided Always that our liability hereunder shall not
exceed the Guaranteed Sum.



3. This Guarantee shall be valid from the [ŸŸ] day of [ŸŸŸŸ]
[insert commencement date] to the [ŸŸ] day of [ŸŸŸŸ] [insert
expiry date which shall be a date 8 years and 6 months from the date of the Agreement] (which date
shall be hereinafter called “the Expiry Date”).




- 104 -









 







4. This Guarantee is conditional upon a claim as specified herein being made by STB by way of a
notice in writing addressed to us and the same being received by us at [insert address of Bank’s
notification office] at any time hereunder within one hundred and eighty (180) days from the Expiry
Date. Thereafter this Guarantee shall become null and void notwithstanding that this Guarantee is
not returned to us for cancellation save and except for any claim(s) submitted to us in writing not
later than one hundred and eighty (180) days from the Expiry Date.



5. STB shall be entitled to make more than one claim on this Guarantee so long as the claims are
made within the period specified herein and the aggregate amount specified in all such claims does
not exceed the Guaranteed Sum.



6. This Guarantee shall be governed by and construed in accordance with the laws of the Republic of
Singapore and subject to the jurisdiction of the Singapore courts.



Dated this [ŸŸ] day of [ŸŸŸŸ].



AS WITNESS our hand



Signature:




	 	 	 	 	 
	Signed by:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 

Name of Signatory
	 	 
	 
	 	 	 	 
	Designation:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	for and on behalf of:
	 	 	 	 
	 

	 	 

Name of Bank
	 	 
	 
	 	 	 	 
	in the presence of:
	 	 	 	 
	 

	 	 

Name of Witness
	 	 
	 
	 	 	 	 
	Signature:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Designation:
	 	 	 	 
	 

	 	 

	 	 






- 105 -









 






SCHEDULE 8




Form of Development Agreement




Form of LTA Agreement




- 106 -









 




IN WITNESS WHEREOF this Agreement has been entered into on the date stated at the beginning.




The Borrower




MARINA BAY SANDS PTE. LTD.





			
	Address:	 	9 Raffles Place #27-01

Republic Plaza

Singapore 048619






			
	Fax No:	 	(65) 6533 4909






			
	Attention:	 	General Manager





	 	 	 	 	 	 	 
	By:

	 	/s/ Bradley H. Stone
 

	 	 	 	 
	Name: Bradley H. Stone	 	 	 	 
	Title: Director	 	 	 	 
	 
	 	 	 	 	 	 
	The Arranger	 	 	 	 
	 
	 	 	 	 	 	 
	GOLDMAN SACHS (SINGAPORE) PTE	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Tom Connolly
 

	 	 	 	 
	Name: Tom Connolly

Title: Managing Director
	 	 	 	 
	 
	 	 	 	 	 	 
	DBS BANK LTD.	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Tan TeckLong
 

	 	 	 	 
	 
	 	 	 	 	 	 
	UOB ASIA LIMITED	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Tay Tong Poh
 

	 	 	By: 

	/s/ Chong Kie Cheong
 


	Name: Tay Tong
Poh
Title: Exec. V.P.

	 	 	Name: Chong Kie Cheong

Title: Senior V.P.


	 
	 	 	 	 	 	 
	OVERSEA-CHINESE BANKING CORPORATION LIMITED	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Teh-Kwok Chui Lian
 

	 	 	 	 
	Name: Mrs. Teh-Kwok Chui Lian	 	 	 	 
	Title: Head, Real Estate	 	 	 	 






- 107 -









 






	 	 	 	 	 	 	 
	The Original Lenders	 	 	 	 
	 
	 	 	 	 	 	 
	DBS BANK LTD.	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Tan Teck Long
 

	 	 	 	 
	 
	 	 	 	 	 	 
	UNITED OVERSEAS BANK LIMITED	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Tay Tong Poh
 

	 	 	By: 

	/s/ Chong Kie Cheong
 


	Name: Tay Tong Poh

Title: Exec. V.P.
	 	 	Name: Chong Kie Cheong

Title: Senior V.P.

	 
	 	 	 	 	 	 
	OVERSEA-CHINESE BANKING CORPORATION LIMITED	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Teh-Kwok Chui Lian
 

	 	 	 	 
	Name: Mrs. Teh-Kwok Chui Lian	 	 	 	 
	Title: Head, Real Estate	 	 	 	 






The Agent




DBS BANK LTD.





			
	Address:	 	6 Shenton Way

DBS Building Tower One

#31-00

Singapore 068809






			
	Fax No:	 	(65) 6324 4427






			
	Attention:	 	Jacqueline Tan/Low Bee Hoon





	 	 	 	 	 
	By:

	 	/s/ Tan Teck Long
 

	 	 






- 108 -









 






The Security Trustee




DBS BANK LTD.





			
	Address:	 	6 Shenton Way

DBS Building Tower One

#31-00

Singapore 068809






			
	Fax No:	 	(65) 6324 4427






			
	Attention:	 	Jacqueline Tan/Low Bee Hoon





	 	 	 	 	 
	By:

	 	/s/ Tan Teck Long
 

	 	 







- 109 -