exv10w3



 






Exhibit 10.3




 





Dated this 23rd day of August 2006




Between




SINGAPORE TOURISM BOARD




And




MARINA BAY SANDS PTE LTD




*************************************************************




DEVELOPMENT AGREEMENT

in respect of




INTEGRATED RESORT

AT MARINA BAY,

SINGAPORE




*************************************************************




DONALDSON & BURKINSHAW

Established 1874

Advocates & Solicitors

Notaries Public

Commissioners for Oaths

Agents for Trade Marks, Patents & Designs

24 Raffles Place #15-00

Clifford Centre

Singapore 048621




(Ref. ATBL/VW/S.050079)




 





 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	Clause	 	Headings	 	Page	 
	1.
	 	INTERPRETATION	 	 	1	 
	2.
	 	AGREEMENT TO LEASE	 	 	8	 
	3.
	 	DELIVERY OF VACANT POSSESSION	 	 	8	 
	4.
	 	PAYMENT OBLIGATIONS AND LTA AGREEMENT	 	 	8	 
	5.
	 	SECURITY DEPOSIT	 	 	9	 
	6.
	 	EXTERNAL AUDITORS	 	 	10	 
	7.
	 	DEVELOPMENT INVESTMENT	 	 	10	 
	8.
	 	PLANNING PARAMETERS	 	 	11	 
	9.
	 	PLANNING APPLICATION	 	 	11	 
	10.
	 	ACCEPTED PROPOSAL	 	 	11	 
	11.
	 	PERMITTED USE	 	 	12	 
	12.
	 	CONSTRUCTION	 	 	12	 
	13.
	 	INFRASTRUCTURE WORKS AND LTA AGREEMENT	 	 	13	 
	14.
	 	SUBDIVISION OF LAND AND STRATA SUBDIVISION OF BUILDING	 	 	14	 
	15.
	 	DESIGNATED SITE, CASINO CONCESSION AND CASINO LICENCE	 	 	15	 
	16.
	 	LISTING	 	 	16	 
	17.
	 	ACCOUNTS AND REVIEW OF KEY ATTRACTIONS	 	 	16	 
	18.
	 	STATE AND CONDITION	 	 	16	 
	19.
	 	SURRENDER OF LAND	 	 	17	 
	20.
	 	SURVEY	 	 	17	 
	21.
	 	MANAGEMENT AND MAINTENANCE	 	 	18	 
	22.
	 	ASSIGNMENT OF LEASE AND SUB-LETTING	 	 	18	 
	23.
	 	RIGHT TO MORTGAGE	 	 	18	 
	24.
	 	INSURANCE	 	 	19	 
	25.
	 	PROVISIONS OF RFP AND NON-MERGER	 	 	19	 
	26.
	 	PROPERTY TAX, OUTGOINGS AND UTILITIES	 	 	20	 
	27.
	 	DETERMINATION OF LEASE	 	 	20	 
	28.
	 	YIELDING UP ON EXPIRY OF TERM	 	 	21	 
	29.
	 	INDEMNITY	 	 	22	 
	30.
	 	EXECUTION OF LEASE	 	 	22	 
	31.
	 	REVERSION	 	 	22	 
	32.
	 	LEGAL COSTS AND DISBURSEMENTS	 	 	22	 
	33.
	 	NOTICES	 	 	23	 
	34.
	 	CONSENTS AND APPROVALS	 	 	23	 
	35.
	 	VARIATION, AMENDMENT OR WAIVER	 	 	23	 
	36.
	 	LIABILITY OF PARTIES	 	 	24	 
	37.
	 	SEVERANCE	 	 	24	 
	38.
	 	RIGHTS OF THIRD PARTIES	 	 	24	 
	39.
	 	COMPETITION ACT	 	 	24	 
	40.
	 	GOVERNING LAW AND JURISDICTION	 	 	24	 
	ANNEXURE “A”	 	 	25	 
	ANNEXURE “B”	 	 	26	 
	ANNEXURE “C”	 	 	28	 






 









 






     THIS DEVELOPMENT AGREEMENT is made the 23rd day of August Two thousand
and six (2006) Between:




	(i)	 	SINGAPORE TOURISM BOARD, a body corporate established under the Singapore Tourism Board Act
(Cap. 305B) and having its principal office at No. 1 Orchard Spring Lane, Tourism Court,
Singapore 247729 (hereinafter called “the Lessor”) of the one part; and
	 
	(ii)	 	MARINA BAY SANDS PTE LTD, a company incorporated in the Republic of Singapore and having its
registered office at No. 9 Raffles Place #12-01 Republic Plaza, Singapore 048619 (hereinafter
called “the Lessee”) of the other part.
	 
	 	 	WHEREAS:




1. The Lessor is seised of the Land (as hereinafter defined) to be comprised in a State Lease/s
(hereinafter called “the Head Lease”) to be hereafter issued in favour of the Lessor by the
President of the Republic of Singapore (hereinafter called “the Head Lessor” which expression shall
include his successors in office) for a leasehold estate for the unexpired portion of a term of
sixty (60) years commencing from the 23rd day of August 2006 and which is to be used
strictly for the construction, development and establishment of the Integrated Resort (as
hereinafter defined and also called “the IR”) on the Land.



2. Pursuant to the Request for Proposals To Develop an Integrated Resort at Marina Bay, Singapore
dated the 15th day of November 2005 (hereinafter called “the RFP”) and the agreement of
the parties hereto comprising the Letter of Notification (as hereinafter defined) from the Lessor
to the Lessee, the Lessee has agreed at its own cost and expense to construct, develop and
establish the IR on the Land in accordance with the Accepted Proposal (as hereinafter defined) in
consideration of the Lessor granting to the Lessee a lease of the Land for the Lease Term (as
hereinafter defined) subject to the terms, covenants and conditions hereinafter appearing.





	 	 	NOW IT IS HEREBY AGREED as follows:
	 
	1.	 	INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Agreement, including the recitals, unless the context otherwise requires:
	 
	 	 	“Accepted Proposal” means the detailed concept proposals, reports, plans, designs,
perspectives, drawings and scale model(s) (including where applicable, such
amendments thereto as may be made by the Lessee with the approval of the Lessor) and
the Development Investment amount to be expended for the development submitted by
the Lessee, pursuant to and in compliance with the RFP relating to the construction,
development and establishment of the IR and accepted by the Lessor;
	 
	 	 	“Approved Mortgagee” means any bank licensed under the Banking Act (Cap. 19) or any
finance company licensed under the Finance Companies Act (Cap. 108), or
such other mortgagee as may be approved by the Lessor in writing;
	 
	 	 	“Banker’s Guarantee” means the unconditional guarantee(s) to be provided by the
Lessee pursuant to Clause 5 of this Agreement from a bank(s) licensed with the
Monetary Authority of Singapore and acceptable to the Lessor and in the format
annexed hereto and marked as Annexure “B” and which shall be payable on demand in
writing being made by the Lessor;
	 
	 	 	“Bayfront Promontory” means that part of the Land at Location Y as shown on the Land
Parcel Plan (Guide Plan No. B1.1C) attached to the Planning Parameters;
	 
	 	 	“Business Day” means any of the days from Monday to Friday inclusive, other than a
day which is a public holiday in Singapore;





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	 	 	“Casino” means those areas of the IR identified in the Proposal comprising:






	 	(i)	 	the areas which shall not exceed the maximum approved gaming
area of 15,000 square metres allowed by the Regulator for the conduct and
playing of permitted games; and
	 
	 	(ii)	 	the ancillary areas which relate directly to its operation and
functioning including food and beverage outlets in or directly adjacent to the
maximum approved gaming area, money counting, surveillance, accounting and
storage.






	 	 	For the avoidance of doubt, such ancillary areas shall not be counted towards the
maximum approved gaming area of 15,000 square metres;
	 
	 	 	“Casino Concession” means the privilege conferred on the Lessee to locate the Casino
on the Designated Site subject to the Legislation;
	 
	 	 	“Casino Licence” means the licence to be granted by the Regulator for the Casino on
the Designated Site pursuant to the Legislation and includes such renewal thereof
from time to time;
	 
	 	 	“Commence Construction” means:






	 	(i)	 	the obtaining of the Permit to Commence Building Works, issued
by the Building and Construction Authority (BCA) for the purpose of the
development of the IR on the Land; and
	 
	 	(ii)	 	the commencement of the building works thereon;






	 	 	“Competent Authority” means any government department, statutory board or body or
any other government authority or person:






	 	(i)	 	having jurisdiction over any of the parties to this Agreement
in respect of the relevant subject matter; and/or
	 
	 	(ii)	 	from which a permit, licence or form of approval or sanction is
required under any applicable Law in Singapore,






	 	 	and “Competent Authorities” means all of such government departments, statutory
boards or bodies or such other government authorities or persons together;






	 	 	“Completion” means:






	 	(i)	 	the completion of the construction of the IR or part thereof on the Land
with TOP issued therefor under the Building Control Act (Cap. 29); and
	 
	 	(ii)	 	the application of all finishing material, gaming equipment,
furniture, fittings, furnishings and such other built-in and loose items
bringing the IR or such part thereof to a state of operational readiness to
receive visitors,






	 	 	and where no TOP is required to be issued for any part of the IR, completion of such
part under paragraph (i) shall mean the written confirmation of the relevant
Competent Authority that it is completed in accordance with its requirements and to
its satisfaction and where the Planning Parameters make specific provisions for the
completion of any part of the IR or any item of works, completion of such part or
item under paragraph (i) shall mean completion in accordance with such specific
provisions and “Complete” and “Completed” shall have corresponding meanings;
	 
	 	 	“Concession Period” means in relation to the Casino Concession, the period of thirty
(30) years from the Effective Date and includes any renewal or extension thereof
from time to time;
	 
	 	 	“CSC” means the Certificate of Statutory Completion issued under Section 21 (2) of
the Building Control Act (Cap. 29) certifying that the new buildings to which the
CSC relates have been completed in accordance with the provisions of the Building
Control Act and the regulations made thereunder and that occupation of the buildings
is permitted;
	 
	 	 	“CST” or “Common Services Tunnels” means the system of underground tunnels within
the Marina Bay area, housing utility services, pipes, cables, apparatus and
equipment for the purpose of distribution of electricity, potable water, chilled
water, NEWater, telecommunications cables and the future pneumatic refuse conveyance
pipe;





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	 	 	“CST Structure” means the ventilation shaft cum entrance / exit structure for the
CST required to be constructed by the Lessee within the Land pursuant to Clause 13
of this Agreement;
	 
	 	 	“DCS” means the whole of the facility known as “District Cooling System” used for or
in connection with the provision of DC Services comprising one or more district
cooling plants, one or more chillers or similar cooling units, district cooling
pipes and other apparatus including metering equipment but excluding the whole of
the IR’s own internal cooling system;
	 
	 	 	“DC Licensee” means the person licensed to provide DC Services under the District
Cooling Act (Cap. 84A) and who will be operating and maintaining the DCS;
	 
	 	 	“DC Services” means the sale of coolant for space cooling in a service area by a
licensee under the District Cooling Act operating a central plant capable of
supplying coolant via pipe to more than one building in the service area;
	 
	 	 	“DCS Spaces” means all such spaces within the Land to be provided by the Lessee and
upon which the Lessee shall, in accordance with the provisions of the Planning
Parameters, construct such buildings or structures for the installation of the DCS
or part thereof by the DC Licensee;
	 
	 	 	“Designated Site” means the parcel of land designated under the Legislation as the
site upon which a casino may be located for a period of thirty (30) years;
	 
	 	 	“Development Investment” means the amount as stated in Clause 7 of this Agreement to
be paid or incurred by the Lessee in the development of the whole of the IR (if the
IR is developed in a single-phase) or in the development of the First Phase of the
IR in:






	 	(i)	 	fixed asset investment such as the construction, building and
fitting-out costs; and
	 
	 	(ii)	 	tangible movable assets such as gaming equipment, furniture
and exhibits (e.g. art pieces) that are included in the IR’s inventory list
and are displayed or stored permanently within the IR,






	 	 	but excluding the Land Premium;
	 
	 	 	“Effective Date” means the date of the signing of this Agreement;
	 
	 	 	“Electrical Substation” or “ESS” means the proposed 230/22kV electrical substation
which is being planned as a new mode of electrical supply and part of the
infrastructure provisions for the Marina Bay area in accordance with the provisions
of the Planning Parameters;
	 
	 	 	“ESS Contribution” means the sum of Singapore Dollars Seven million and eight
hundred thousand (S$7,800,000.00) being the Lessee’s contribution towards the costs
of construction of the ESS;
	 
	 	 	“Event of Default” means any, each or all (as the context may require) of the events
as provided in Clause 27 of this Agreement;
	 
	 	 	“Event Plaza” means the event space fronting Marina Bay for the staging of events
and marked on the Land Parcel Plan (Guide Plan No. B1.1C) at Zone X to be designed
and constructed by the Lessee at its own expense subject to and in accordance with
the Planning Parameters;
	 
	 	 	“Exclusivity Period” means the period from the Effective Date until ten (10) years
after the date of signing of the Sentosa Development Agreement;
	 
	 	 	“External Auditors” means the auditors appointed to undertake the auditing and
certification of the Completion of the Proposed GFA and the expenditure by the
Lessee towards the Development Investment for the duration of the development of the
IR, which auditing is to be conducted on a progressive basis until the whole of the
IR (if the IR is developed in a single-phase) or the First Phase, as the case may
be, is Completed and one hundred percent (100%) of the Development Investment has
been paid or incurred;
	 
	 	 	“External Auditors’ Confirmation” means the written confirmation of the External
Auditors in relation to the amount of the Development Investment that the Lessee has
paid or incurred and whether the whole of the IR (if the IR is developed in a
single-phase) or the First Phase, as the case may be, is Completed;





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	 	 	“First Phase” means, where the IR is to be developed in phases, the construction of:






	 	(i)	 	such part(s) of the IR as the Lessee may decide to form part of
the first of such phases;
	 
	 	(ii)	 	the Event Plaza and the Waterfront Promenade on Parcel A1,
Parcel AW1 and Area AP as marked on the Land Parcel Plan (Guide Plan No.
B1.1C); and
	 
	 	(iii)	 	such parts of the IR on or within the Bayfront Promontory,
Parcel A2, Parcel A3, Parcel A4, Parcel A5, Parcel A6 and Parcel A7,






	 	 	all of which are to be Completed under the first of such phases of the development
of the IR subject to the Proposed GFA;
	 
	 	 	“Force Majeure” means any event or occurrence which is outside the reasonable
control of the party concerned and which causes or results in delay in the
performance by a party of any of its obligations under this Agreement, and which is
not attributable to any act or failure to take preventive action by the party
concerned, including (but not limited to):






	 	(i)	 	act of God, lightning, storm, flood, fire, earthquake,
explosion, cyclone, tidal wave, landslide, adverse weather conditions;
	 
	 	(ii)	 	strike, lockout or other labour difficulty, but not any
industrial action occurring within the Lessee’s organisation or within any
sub-contractor’s organisation; or
	 
	 	(iii)	 	act of public enemy, war (declared or undeclared), terrorism,
sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic;






	 	 	“Foreshore” means the land between the coastline (high water mark) and the mean low
water mark of the ordinary spring tides, including associated beaches, rock and the
inter tidal area;
	 
	 	 	“Goods and Services Tax” or “GST” means the goods and services tax payable under the
Goods and Services Tax Act (Cap. 117A);
	 
	 	 	“Government” means the Government of the Republic of Singapore as a whole including
all its Ministries, government departments, organs of State and shall include any
officer or person authorised by the Government to act on its behalf;
	 
	 	 	“Grant of Written Permission” means the written approval of the Competent Authority
under the Planning Act for the proposed development of the IR on the Land and
includes any approval of the Competent Authority for any amendment or variation to
the approved plans made with the prior written approval of the Lessor;
	 
	 	 	“Gross Floor Area” or “GFA” means:






	 	(i)	 	the gross area of all covered floor space (whether within or
outside a building and whether or not enclosed) measured between party walls
including the thickness of external walls where there are such walls; and
	 
	 	(ii)	 	the gross area of floor space in an open area used as a beer
garden, drive-in, eating area or for other similar commercial purposes,






	 	 	but excludes any covered area as may be allowed under the Planning (Development
Charges) Rules;
	 
	 	 	“Gross Plot Ratio” refers to the ratio of the Gross Floor Area of a building(s) to
its site area;
	 
	 	 	“Gross Revenue” means all payments, revenue or gross receipts from sales paid to or
collected by the Lessee and the Lessee’s tenants and sub-lessees, from the use of
the public attractions and facilities on those parts of the IR (other than the
Casino) and shall include but not be limited to:






	 	(i)	 	gross sales or revenue from orders or contracts of sales for
supply of services which are entered into by the Lessee, whether or not the
same are placed or concluded on such part of the IR;
	 
	 	(ii)	 	sale of consumable goods like food and drinks/beverages;





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	 	(iii)	 	sale of any merchandise and souvenirs etc;
	 
	 	(iv)	 	sale of any gate charges, admission fees to attractions and
gated commercial outlets whether operated by the Lessee or by third parties
under sub-letting or any other arrangements by the Lessee as permitted under
the Agreement;
	 
	 	(v)	 	membership fees;
	 
	 	(vi)	 	all deposits forfeited in favour of the Lessee;
	 
	 	(vii)	 	all or part of the selling price of gift certificates;
	 
	 	(viii)	 	any fee, taxes (except the GST payable) or commission included in the selling
prices paid by or collected from customers; and
	 
	 	(ix)	 	any other consideration excluding any benefit in kind received
by the Lessee monthly from the use and operations on any such part of the IR
(other than the Casino);






	 	 	“Insurance Performance Bond” means the unconditional performance bond to be provided
by the Lessee pursuant to Clause 5 of this Agreement from an insurance company
licensed with the Monetary Authority of Singapore and acceptable to the Lessor and
in the format annexed hereto and marked as Annexure “B” and which shall be payable
on demand in writing being made by the Lessor;
	 
	 	 	“Integrated Resort” or “IR” means the large scale development to be constructed,
developed and established on the Land by the Lessee in accordance with the terms and
conditions of the RFP and this Agreement with a comprehensive range of integrated
and synergised amenities for recreation, entertainment and lifestyle uses which may
include hotels, MICE facilities, retail, dining, entertainment shows, themed
attractions and casinos to provide a total experience for visitors (whether for
business, MICE or leisure purposes) through creative programming, branding and
marketing, but shall exclude any residential (other than Serviced Apartments) or
independent office use;
	 
	 	 	“Key Attractions” means all of the following attractions, facilities or buildings
proposed by the Lessee in the Accepted Proposal to be developed and established on
the Land during the Lease Term:






	 	(i)	 	MICE facilities and supporting areas with a GFA comprising
110,390 square metres and which shall include 41,000 square metres of
exhibition hall public areas, meeting room public areas of 48,000 square metres
and a column-free grand ballroom of 9,200 square metres with a seating capacity
for at least 7,500 persons for a banquet, 8,000 persons for a stage performance
or 12,500 persons for an auditorium style lecture;
	 
	 	(ii)	 	two (2) state-of-the-art theatres with a total area of 13,060
square metres and 2,000 seats each equipped to cater for ‘live’ broadcast of
gala events;
	 
	 	(iii)	 	an art science museum with a total area of 20,500 square
metres including an 800 seat conference hall and meeting rooms for wide-ranging
exhibitions and a nightly light and water show on the rooftop amphitheatre;
	 
	 	(v)	 	a park of 10,000 square metres at the top of the three (3)
tower blocks comprising the hotel, with a section which shall be accessible to
the public;
	 
	 	(vi)	 	food and beverage areas with a total area of 14,915 square
metres which shall include a net area of 10,100 square metres comprising of :






	 	(a)	 	six (6) signature restaurants featuring award
winning chefs, to be known as “Celebrity Chef Restaurants”; and
	 
	 	(b)	 	two (2) floating pavilions on the water fronting the Waterfront
Promenade; and






	 	(vii)	 	the Event Plaza with hydraulic steps for accommodating up to 10,000 persons






	 	 	“Land” means 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 marked as Annexure “A” comprising of Parcel A1 together with:





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	 	(i)	 	such stratum of subterranean space in Parcel A2, Parcel A3,
Parcel A4 and Parcel A5;
	 
	 	(ii)	 	such stratum of air space in Parcel A6;
	 
	 	(iii)	 	such strata of air and subterranean space in Parcel A7; and
	 
	 	(iv)	 	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;
	 
	 	 	“Land Premium” means the sum of Singapore Dollars One thousand and two hundred
million (S$1,200,000,000.00) (exclusive of GST which shall be paid by the Lessee) to
be paid by the Lessee to the Lessor for the Land;
	 
	 	 	“Law” means the provisions of all existing or future Act of Parliament, ordinances,
orders, bye-laws, rules or regulations and includes the Legislation;
	 
	 	 	“Lease” means the instrument of lease in the format annexed hereto and marked as
“Annexure C” (with such modifications (if any) as may be agreed upon between the
parties to this Agreement) as may be granted by the Lessor to the Lessee for the
lease of the Land for the Lease Term and for the development thereon of the IR;
	 
	 	 	“Lease Term” means the term of sixty (60) years less one (1) day commencing from the
Effective Date;
	 
	 	 	“Legislation” means the law enacted or to be enacted by the Government relating to
the establishment of the Regulator and gaming in casinos in Singapore and includes
all rules and regulations and all amendments, supplements, modification or
re-enactment thereof from time to time;
	 
	 	 	“Letter of Notification” means the letter dated the 26th day of May 2006
from the Lessor to the Lessee prior to the execution of this Agreement, notifying
the acceptance of the Proposal, including where applicable, such minor refinements
as may be required by the Lessor;
	 
	 	 	“LTA” means the Land Transport Authority of Singapore, a body corporate established
under Land Transport Authority of Singapore Act (Cap. 158A);
	 
	 	 	“LTA Agreement” means the Agreement to be executed between LTA and the Lessee on the
22nd day of August 2006 for the provision of the RTS and roadworks within and/or
outside the Land at Marina Bay;
	 
	 	 	“LTA Land Conditions” means the covenants, terms and conditions as set out in
Section 2, Schedule 2 of the LTA Agreement to be complied with by the Lessee in
relation to the Land;
	 
	 	 	“Management Agent” means the company appointed by the Lessee pursuant to a
management agreement to manage and operate the Casino;
	 
	 	 	“MICE” means meetings, incentive travel, conventions and exhibitions;
	 
	 	 	“Notice of Approval” means the written approval of the Commissioner of Building
Control as the Competent Authority of the building plans for the proposed
development of the IR on the Land and includes any approval of any amendment or
variation to the approved plans made, with the prior written approval of the Lessor,
by the Competent Authority supplemental thereto;
	 
	 	 	“Permissible GFA” means the GFA permitted for the Land which shall not exceed
570,000 square metres;
	 
	 	 	“Permit to Commence Building Works” means the written approval of the Commissioner
of Building Control as the Competent Authority for the commencement of construction
works for the development of the IR on the Land;
	 
	 	 	“Planning Parameters” means the comprehensive guidelines on the planning, design,
infrastructural and technical requirements applicable to the Land in relation to the
construction and development of the IR as set out in the following Annexes of the
RFP and as amended, varied and clarified by any corrigendum, addendum and
clarifications issued by the Lessor





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	 	 	during the period from the 15th day of November 2005 to the
29th day of March 2006 (both dates inclusive), which are to be complied
with by the Lessee in all material respects:






	 	(i)	 	Annex B1 entitled “Planning, Design and Infrastructure
Requirements for the Integrated Resort at Marina Bay” together with the plans
attached thereto in Annex B1.1, Annex B1.2 and Annex B1.3; and
	 
	 	(ii)	 	Annex B2 entitled “Technical Requirements for the Integrated
Resort at Marina Bay” together with the plans attached thereto in Annex B2.1,
the “Land Transport Authority Requirements for Provision of Proposed Rapid
Transit System and Roadworks” attached thereto in Annex B2.2, and the
“Singapore District Cooling Requirements for the Integrated Resort at Marina
Bay” attached thereto in Annex B2.3;






	 	 	“Planning Permission” means all the planning approvals granted to the Accepted
Proposal by the Competent Authorities including the Grant of Written Permission,
the Notice of Approval, the Permit to Carry Out Building Works and all such
conditions and directives stipulated by the Competent Authorities in relation to the
construction, development and operation of the IR;
	 
	 	 	“Proposal” means the detailed concept proposal, reports, plans, designs,
perspectives, drawings and scale model(s) and the proposed Development Investment
amount to be expended for the development submitted by a Proposer pursuant to and in
compliance with the RFP relating to the construction, development and establishment
of the IR;
	 
	 	 	“Proposed GFA” means the GFA for the First Phase or for the whole of the IR (if the
IR is developed in a single phase), as the case may be, proposed by the Lessee in
the Accepted Proposal and to be complied with, in the development, and which shall
not be less than 270,000 square metres;
	 
	 	 	“Rapid Transit System” or “RTS” means the comprehensive system of rail network
running underground and above-ground connecting the city centre to the all other
parts of Singapore;
	 
	 	 	“Regulator” means the Casino Regulatory Authority of Singapore to be established
under the Legislation as the regulatory body to administer the system for the
licensing, supervision and control of casinos and their operations in Singapore;
	 
	 	 	“Security Deposit” means the sum equivalent to five percent (5%) of the Development
Investment payable by the Lessee pursuant to Clause 5 of this Agreement in any of
the following manner:






	 	(i)	 	banker’s cheque or cashier’s order;
	 
	 	(ii)	 	“On-Demand” Banker’s Guarantee or Insurance Performance Bond;
or
	 
	 	(iii)	 	acceptable electronic means such as direct debit or telegraphic transfer;






	 	 	“Sentosa Development Agreement” means the agreement to be entered into by Sentosa
Development Corporation and the successful party pursuant to the Request for
Proposals To Develop an Integrated Resort on Sentosa Island, Singapore, providing
for the construction, development and establishment of an integrated resort on
Sentosa Island;
	 
	 	 	“Serviced Apartments” means a block or blocks of flats comprising self-contained
apartments with provision of kitchenettes / kitchens and support services for
residents such as concierge, housekeeping and/or laundry that cater to short-term
stays either on a weekly or monthly basis, with a high turnover of tenants and
developed, owned and/or managed under one (1) single ownership, i.e. a non-strata
sub-divisible entity;
	 
	 	 	“Stamp Duty” means the duty payable on legal documents and instruments on such
transactions specified under the provisions of the Stamp Duty Act (Cap. 312);
	 
	 	 	“TOP” means the Temporary Occupation Permit issued under Section 21 (2) of the
Building Control Act (Cap. 29) permitting the temporary occupation of the buildings
on the Land subject to the written directions to be issued thereafter;
	 
	 	 	“URA” means the Chief Executive Officer of the Urban Redevelopment Authority as the
Competent Authority under the Planning Act (Cap. 232);





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	 	 	 	“Urban Redevelopment Authority” means the body corporate established under the Urban
Redevelopment Authority Act (Cap. 340);
	 
	 	 	 	“Waterfront Promenade” means the public pedestrian space along Marina Bay and Marina
Channel and marked on the Land Parcel Plan (Guide Plan No. B1.1C) to be constructed
by the Lessee at its own expense subject to and in accordance with the Planning
Parameters; and
	 
	 	 	 	“year” means a consecutive period of twelve (12) calendar months.




1.2          The definitions contained in the Glossary of Terms as set out in Annex “A” of the RFP shall,
where the context so requires, apply to this Agreement.



1.3          In this Agreement, including the recitals, unless the context otherwise requires:





	 	(i)	 	a reference to any legislation or legislative provision includes any statutory
modification or re-enactment of, or legislative provision substituted for, and any
statutory instrument issued under, that legislation or legislative provision;
	 
	 	(ii)	 	a word denoting the singular number includes the plural number and vice versa;
	 
	 	(iii)	 	a word denoting an individual or person includes a corporation, firm,
authority, government or governmental authority and vice versa;
	 
	 	(iv)	 	a word denoting a gender includes all genders;
	 
	 	(v)	 	a reference to a recital, clause, schedule or annexure is to a recital, clause,
schedule or annexure of or to this Agreement;
	 
	 	(vi)	 	a reference to any agreement or document is to that agreement or document (and,
where applicable, any of its provisions) as amended, novated, supplemented or replaced
from time to time;
	 
	 	(vii)	 	a reference to any party to this Agreement, or any other document or
arrangement, includes that party’s executors, administrators, substitutes, successors
or permitted assigns; and
	 
	 	(viii)	 	a reference to ‘Dollars’ or ‘$’ is to an amount in Singaporean currency.




1.4 In this Agreement, including the recitals:





	 	(i)	 	headings are for convenience of reference only and do not affect
interpretation; and
	 
	 	(ii)	 	where an expression is defined, another part of speech or grammatical form of
that expression has a corresponding meaning.





2. AGREEMENT TO LEASE



2.1 In consideration of the terms, covenants and conditions on the part of the Lessee hereinafter
reserved and contained the Lessor hereby agrees to grant to the Lessee a lease of the Land for the
Lease Term subject to the payment of the Land Premium.




3. DELIVERY OF VACANT POSSESSION




          Vacant possession of the Land on an “as is where is” basis together with all existing
structures, if any thereon, shall be delivered to the Lessee on the Effective Date subject to the
payment of all monies and the signing of all documents by the Lessee as required under this
Agreement.




4. PAYMENT OBLIGATIONS AND LTA AGREEMENT



4.1 The Lessee shall on or before the Effective Date pay or deliver to the Lessor the following:




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	 	(i)	 	the Land Premium together with the prevailing GST thereon, by way of such
banker’s cheque or cashier’s order to be made in favour of “COMMISSIONER OF LANDS,
SINGAPORE LAND AUTHORITY”;
	 
	 	(ii)	 	the sum of Singapore Dollars One hundred and ninety two million six hundred and
four thousand five hundred and thirty (S$192,604,530.00) being the Security Deposit, by
way of such Banker’s Guarantee / Insurance Performance Bond, banker’s cheque or
cashier’s order or evidence of electronic means such as direct debit or telegraphic
transfer to be made in favour of “SINGAPORE TOURISM BOARD”;
	 
	 	(iii)	 	the ESS Contribution together with the prevailing GST thereon, by way of such
banker’s cheque or cashier’s order to be made in favour of “URBAN REDEVELOPMENT
AUTHORITY”;
	 
	 	(iv)	 	the sum of Singapore Dollars Forty four thousand eight hundred and seventy nine
(S$44,879.00) together with the prevailing GST thereon, being the reimbursement to the
Lessor of the cadastral survey fees in respect of the Land (other than the stratum of
the subterranean, air right and foreshore parcels), by way of such banker’s cheque or
cashier’s order to be made in favour of “SINGAPORE TOURISM BOARD”,
	 
	 	(v)	 	the written confirmation of the Lessee’s solicitors confirming receipt from the
Lessee of the sum of Singapore Dollars Thirty five million nine hundred and ninety four
thousand six hundred and two (S$35,994,602.00) by way of cashier’s order being the
Stamp Duty on this Agreement payable by the Lessee pursuant to Clause 32.1 and
undertaking to stamp this Agreement within ten (10) days from its execution and to
forward to the Lessor or the Lessor’s solicitors copies of the original and the
duplicate Certificates of Stamp Duty;and
	 
	 	(vi)	 	the sum of Singapore Dollars One million and four hundred thousand
(S$1,400,000.00), together with the prevailing GST thereon, being the legal and other
professional and technical costs payable by the Lessee pursuant to Clause 32.1, by way
of such banker’s cheque or cashier’s order to be made in favour of “SINGAPORE TOURISM
BOARD”.




4.2 The Lessee shall, on or before the signing of this Agreement, execute the LTA Agreement with
LTA.




5. SECURITY DEPOSIT



5.1 The Security Deposit shall be security for the due performance and observance by the Lessee of
the terms and conditions herein contained in relation to the development of the IR subject to the
provisions hereinafter appearing and shall not be deemed or treated as payment of the Land Premium
or other charges under this Agreement.



5.2 If the Security Deposit is provided by way of the Banker’s Guarantee or Insurance Performance
Bond, then the Banker’s Guarantee or Insurance Performance Bond shall be valid for a period of
either :





	 	(a)	 	at least eight (8) years and six (6) months from the Effective Date; or
	 
	 	(b)	 	up to at least six (6) months from such earlier date (“earlier date”) as
proposed in writing by the Lessee and accepted in writing by the Lessor for Completion.





          For purposes of paragraph (b) above, in the event that the Lessee shall be unable to Complete
the IR by such earlier date, then the Lessee shall at least six (6) months before the expiry of the
earlier date, apply to the Lessor in writing for an extension of time for Completion. Immediately
upon the Lessor’s acceptance of the Lessee’s request for the extension of time, the Lessee shall
renew the Banker’s Guarantee or Insurance Performance Bond for such extended period and six (6)
months. If the Lessee shall fail to renew the Banker’s Guarantee or Insurance Performance Bond on
the expiry of the earlier date, then the Lessor shall be entitled to demand the payment of the
Security Deposit secured by the Banker’s Guarantee or Insurance Performance Bond and hold such
monies until the Completion of the IR.




          All expenses incurred by the Lessee in obtaining, maintaining and extending the Security
Deposit shall be borne by the Lessee.



5.3 Upon receipt of the External Auditors’ Confirmation that all the conditions prescribed in
Clause 5.4 have been met, the Lessor shall within thirty (30) days from the date of receipt of the
External Auditors’




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Confirmation, release to the Lessee the Security Deposit, free of interest, subject to any
deduction as may have been made therefrom, or return the Banker’s Guarantee or Insurance
Performance Bond, if so provided, provided there shall not, at the due date of the refund or return
of the Security Deposit, be any existing breach by the Lessee of any term or condition contained in
this Agreement in relation to the development of the IR.



5.4 If the Lessee shall fail to:





	 	(i)	 	Commence Construction within three (3) years from the Effective Date; or
	 
	 	(ii)	 	pay or incur one hundred per cent (100%) of the Development Investment within
three (3) years from the first issuance of the Casino Licence or within eight (8) years
from the Effective Date, whichever is the earlier; or
	 
	 	(iii)	 	Complete construction of one hundred percent (100%) of the Proposed GFA
including the Event Plaza and Waterfront Promenade, within eight (8) years from the
Effective Date,




the Lessor shall thereupon be entitled to forfeit the Security Deposit, if paid in cash or to
demand the payment of the Security Deposit secured by the Banker’s Guarantee or Insurance
Performance Bond and thereafter the Lessor shall be free of any obligations to return the same, and
in addition, the Lessor shall be entitled to deem such failure to Commence Construction and/or to
Complete the IR within the periods stipulated in Clause 5.4(i) or Clause 5.4(iii) as a
non-performance or non-observance of a material term of this Agreement.




6. EXTERNAL AUDITORS



6.1 The Lessor shall, at the cost of the Lessee, appoint such External Auditors to undertake the
auditing and certification of the Completion of the Proposed GFA, and the expenditure by the Lessee
towards the Development Investment for the duration of the development of the IR, such auditing to
be conducted on a progressive basis.



6.2 The External Auditors shall be entitled to engage all such professionals or consultants as they
deem necessary to enable them to undertake the auditing and certification as stated in Clause 6.1.
All costs and expenses incurred by the External Auditors in undertaking the auditing and
certification, including the costs and expenses of engaging all such other professionals or
consultants as may be deemed necessary by the External Auditors, shall be borne by the Lessee and
paid on demand being made by the Lessor or the External Auditors. A letter from the Lessor
certifying the costs and expenses incurred shall be final and conclusive.




7. DEVELOPMENT INVESTMENT



7.1 Subject to Clause 10.1, the Development Investment shall be of a total sum of not less than
Dollars Three billion eight hundred and fifty two million ninety thousand and six hundred
(S$3,852,090,600), which amount shall be expended towards the Completion of the IR, in respect of,
inter alia, the following:





	 	(i)	 	the Casino, Dollars One hundred and forty nine million three hundred and sixty
one thousand ($149, 361,000.00);
	 
	 	(ii)	 	the hotel with three (3) tower blocks, Dollars Eight hundred and twenty-one
million one hundred and thirteen thousand ($821,113,000.00);
	 
	 	(iii)	 	the food and beverage outlets, Dollars Thirty nine million three hundred and
one thousand ($39,301,000.00);
	 
	 	(iv)	 	the retail areas, Dollars Three hundred and two million four hundred and forty
eight thousand ($302,448,000.00);
	 
	 	(v)	 	the areas and facilities dedicated to MICE, Dollars Two hundred and eighty nine
million six hundred and sixty seven thousand ($289,667,000.00);
	 
	 	(vi)	 	the areas dedicated to public attractions including the Key Attractions,
Dollars One hundred and eight million two hundred and ninety five thousand
($108,295,000.00); and
	 
	 	(vii)	 	the areas dedicated to other entertainment facilities, Dollars Fifty four
million six hundred and thirty nine thousand ($54,639,000.00).





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	 	 	 	PROVIDED ALWAYS that any change to any of the amounts as set out in Clause 7.1(i) to
(vii):






	 	(a)	 	shall require the prior written approval of the Lessor; and
	 
	 	(b)	 	shall be as a result of amendment, modification or variation to
the Accepted Proposal as approved in writing by the Lessor.




7.2 The Lessee shall pay or incur one hundred per cent (100%) of the Development Investment within
three (3) years from the first issuance of the Casino Licence or within eight (8) years from the
Effective Date, whichever is the earlier.




8. PLANNING PARAMETERS




          The provisions of the Planning Parameters shall be incorporated herein and shall form an
integral part of this Agreement save that if there is any conflict between the provisions of this
Agreement and the Planning Parameters in relation to the planning, design, infrastructure and
technical requirements of the construction and development of the IR, the provisions of the
Planning Parameters shall prevail.




9. PLANNING APPLICATION




          The Lessee shall, at its own cost and expense submit to the Competent Authorities the layout
plans and/or full and complete plans, elevations and specifications for the buildings proposed to
be erected on the Land under the Planning Act (Cap. 232) and all other laws and regulations
applicable thereto for the time being for the necessary approval to develop the IR in accordance
with the Accepted Proposal. The Lessee shall upon the issue of the Grant of Written Permission, the
Notice of Approval and the Permit to Carry Out Building Works by the Competent Authorities, furnish
to the Lessor copies of all such approvals and the final approved plans.




10. ACCEPTED PROPOSAL



10.1 The Lessee shall be bound by the Accepted Proposal in all respects and shall not amend,
modify, or vary the Accepted Proposal in any respect without the prior written approval of the
Lessor and where applicable, the approvals of the Competent Authorities.



10.2 Subject to Clause 10.3, the Lessor shall approve the Lessee’s proposed amendment, modification
or variation of the Accepted Proposal if all the following conditions are met:





	 	(i)	 	the proposed amendment, modification or variation of the Accepted Proposal will
result in the development on the Land continuing to be, in the sole determination of
the Lessor (which shall be final and conclusive), an Integrated Resort as defined in
this Agreement;
	 
	 	(ii)	 	the proposed amendment, modification or variation of the Accepted Proposal will
not reduce the tourism appeal of the Integrated Resort, in the sole determination of
the Lessor (which shall be final and conclusive); and
	 
	 	(iii)	 	the proposed amendment, modification or variation of the Accepted Proposal
will not result in an increase in the GFA of the Integrated Resort over and above the
Permissible GFA.




10.3 The Lessor shall have the absolute discretion to disapprove the Lessee’s proposed amendment,
modification or variation of the Accepted Proposal if all or any of the following conditions are
met:





	 	(i)	 	the proposed amendment, modification or variation of the Accepted Proposal will
result in the development on the Land being no longer, in the sole determination of the
Lessor (which shall be final and conclusive), an Integrated Resort as defined in this
Agreement;
	 
	 	(ii)	 	the proposed amendment, modification or variation of the Accepted Proposal will
reduce the tourism appeal of the Integrated Resort, in the sole determination of the
Lessor (which shall be final and conclusive); or
	 
	 	(iii)	 	the proposed amendment, modification or variation of the Accepted Proposal
will result in an increase in the GFA of the Integrated Resort over and above the
Permissible GFA.





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10.4 The Lessor’s approval, if granted under Clause 10.2, may be subject to such terms and
conditions, which may include the payment by the Lessee of such charges and fees, as may be
determined by the Lessor.



10.5 After the approval of the Lessor has been granted, the Lessee shall also obtain the approvals
of all Competent Authorities which are required to be obtained for the proposed amendment,
modification or variation of the Accepted Proposal. If and when the approval of any Competent
Authority is granted, the Lessee shall comply with such terms and conditions as may be imposed by
the Competent Authority and shall also submit a copy of such approval to the Lessor for its
information.



10.6 In addition to the above, the Lessee shall not, at any time during the Lease Term without the
prior written approval of the Lessor and where applicable, the Competent Authorities:





	 	(i)	 	make any change or revision to the Key Attractions whether in the type of
use(s) or the operator(s) or in any manner which in the reasonable opinion of the
Lessor will constitute a deviation from the Accepted Proposal; or
	 
	 	(ii)	 	make any change or revision to the Accepted Proposal for the part of the IR at
the Bayfront Promontory if such change or revision may result in a change of the type
of use(s) or the operator(s) of such part of the IR or of any attraction thereon or the
facilities therein.




The Lessor’s approval may be granted upon such terms and conditions as the Lessor may in its
absolute discretion think fit and subject to the payment of such charges and fees as the Lessor may
impose.




11. PERMITTED USE



11.1 The Lessee shall not use the Land for any purpose except for the development of the IR in
accordance with the Accepted Proposal subject to and in compliance with in all material respects:





	 	(i)	 	the Permissible GFA;
	 
	 	(ii)	 	the Planning Parameters;
	 
	 	(iii)	 	the Planning Permission;
	 
	 	(iv)	 	all the terms and conditions of this Agreement and the Lease; and
	 
	 	(v)	 	any Law imposed on the Lessor or the Lessee in respect of the Land and/or the
regulation of the activities in the IR.




11.2 The Lessee shall, pursuant to the Accepted Proposal, develop and establish on the Land the IR,
including the Key Attractions which shall form and be considered an integral part of the IR.



11.3 The Land is designated as a Designated Site. In addition to the Key Attractions to be operated
on the Land, the Lessee shall be entitled to operate the Casino on the Designated Site subject
always to the Legislation and to the provisions of Clause 15 herein.



11.4 Except as provided in Clause 11.1, Clause 11.2 and Clause 11.3, the Lessee shall not use the
Land for any other purposes nor carry out or permit to be carried out on or use the Land or any
part thereof for:





	 	(i)	 	any pawn broking or money lending business (except for such gaming credit as
may be permitted pursuant to Section 4.10.6 of the RFP); or
	 
	 	(ii)	 	any illegal act or purpose.





12. CONSTRUCTION



12.1 The Lessee shall Commence Construction on the Land within three (3) years from the Effective
Date and Complete the IR within eight (8) years from the Effective Date in accordance with, in all
respects, the following:





	 	(i)	 	the Accepted Proposal;
	 
	 	(ii)	 	the Planning Parameters;
	 
	 	(iii)	 	the LTA Agreement; and





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	 	(iv)	 	all Laws imposed on the Lessor or the Lessee in respect of the Land.




12.2 The Lessee shall Complete the IR with one hundred per cent (100%) of the Proposed GFA being
built, and procure:





	 	(i)	 	in relation to a single phase development, the issue of the TOP by the
Competent Authority for the whole of the IR, within eight (8) years from the Effective
Date or such extended period as may reasonably be allowed in writing by the Lessor; and
	 
	 	(ii)	 	in the case of a development in phases, the issue of the TOP by the Competent
Authority for the First Phase of such development, within eight (8) years from the
Effective Date or such extended period as may reasonably be allowed in writing by the
Lessor.




12.3 Where, pursuant to the Planning Parameters, any part of the IR or any item of works is
required to be Completed earlier than the period of eight (8) years from the Effective Date
provided in Clause 12.2, the provisions of the Planning Parameters shall, in accordance with Clause
8, prevail and the Lessee shall Complete such part of the IR or such item of works within such
earlier period or date as specified in the Planning Parameters.



12.4 The Lessee shall do all acts necessary to obtain the CSC for the IR and shall produce copies
of the CSC to the Lessor when issued.



12.5 The Lessee shall ensure that all materials, fittings, equipment and workmanship utilised in
carrying out the construction of the IR:





	 	(i)	 	are of a quality commensurate with an international class integrated resort complex;
	 
	 	(ii)	 	comply with standards specified in the Accepted Proposal; and
	 
	 	(iii)	 	comply with the provisions of Building Control Act and all other laws and
regulations applicable to the construction of the IR relevant to the materials,
fittings, equipment or workmanship.




12.6 The Lessor and its officers or agents or any person authorized by the Lessor with or without
workmen and others shall at all reasonable times be permitted to enter upon the Land to view the
state and progress of the construction works and for any other reasonable purposes.



12.7 The Lessee shall at all times, apply for, obtain and keep valid and subsisting all and any
other licences, permission, permits, approvals or consents that may be required by Law in respect
of the use of the Land and/or for the operation of the IR.




13. INFRASTRUCTURE WORKS AND LTA AGREEMENT



13.1 The Lessee shall construct, complete and maintain (except where expressly provided for
otherwise) all such infrastructure works as provided in the Planning Parameters and in accordance
with all the requirements set out therein, such as access roads to the Land, all walkways (whether
boundary, covered, underground pedestrian, high-level pedestrian links or otherwise), promenades,
buildings and installations on the Land as may be required in relation to the RTS and the
connection of the RTS to the Land and all such car parks as may be necessary to accommodate the
operation of the IR and in particular, the Lessee shall undertake and comply with the following:





	 	(i)	 	CST Structure
	 
	 	 	 	The Lessee shall, at its own cost and expense, design and build within the Land the
CST Structure and integrate the IR development and the CST and shall:






	 	(a)	 	permit the Government and URA and any person authorised by the
Government or the URA with or without workmen and others to have access to and
use of the CST Structure at all times without any charge, payment, hindrance,
obstruction or restriction whatsoever to inspect, install, operate, maintain,
repair or improve any plant, equipment, machinery, cables, pipes, lines and
other facilities housed or to be housed within the CST Structure, and/or to
carry out any temporary or permanent works as may be necessary to render the
CST Structure safe, secure, functional and operational;
	 
	 	(b)	 	undertake not to enter or allow any person to enter the CST
Structure except with the prior written approval of the Government or the URA;





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	 	(c)	 	at its own cost and expense maintain and keep in good repair,
including waterproofing, the structural shell of the CST Structure;
	 
	 	(d)	 	ensure at all times that the CST Structure is not damaged in
any way and its use and operation is unaffected by any works or activity being
or to be carried out within the Land; and
	 
	 	(e)	 	not demolish or carry out any works, alteration or addition to
or within any part of the CST Structure except with the prior written approval
of the Government or the URA.






	 	(ii)	 	DCS Spaces
	 
	 	 	 	The Lessee shall, at its own costs and expense, build and provide the DCS Spaces for
the installation and operation of the DCS or part thereof and shall:






	 	(a)	 	permit the DC Licensee with or without workmen and others to
have access to and the use of the DCS Space at all times, without any charge,
payment, hindrance, obstruction or restriction whatsoever for the purpose of
installation, operation, maintenance, repair or improvement of the DCS and
activities related thereto;
	 
	 	(b)	 	undertake not to enter or allow any person to enter the DCS
Spaces except with the prior written approval of the DC Licensee;
	 
	 	(c)	 	at its own cost and expense, maintain and keep in good repair,
including waterproofing, the structure of the DCS Spaces;
	 
	 	(d)	 	ensure at all times that the DCS Spaces are not damaged in any
way and the use and operation of any plant, machinery or equipment therein is
unaffected by any works or activity being or to be carried out within the Land;
and
	 
	 	(e)	 	not demolish or carry out any works, alteration or addition to
or within any part of the DCS Space except with the prior written approval of
the Lessor and the DC Licensee.






	 	(iii)	 	Land reclamation
	 
	 	 	 	Where the Lessee with the written approval of the Lessor and/or the Competent
Authorities carries out any reclamation of land in the construction and development
of the IR, the Lessee shall at its own cost and expense throughout the Lease Term:






	 	(a)	 	maintain the seawall / revetment and any foreshore structures
as part of the IR; and
	 
	 	(b)	 	ensure and maintain the structural integrity of the new seawall
/ revetment and foreshore structures.




13.2 Where such infrastructure works as provided above in Clause 13.1 are required to be carried
out on State land, the Lessee shall obtain all necessary consents or temporary occupation licences
of the Competent Authorities to enter into and/or use the State land and shall complete all such
works in accordance with the Planning Permission.



13.3 The Lessee shall keep all open spaces or areas on the Land designated or required by the
Competent Authorities for public use or access in clean hygienic condition and open to the public
at all times twenty-four (24) hours a day and shall provide members of the public reasonable means
of access to and from such open spaces, public access roads, public facilities and amenities in the
vicinity of the Land.



13.4 Pursuant to the LTA Agreement, the Lessee shall, throughout the Lease Term, perform, observe
and comply with the LTA Land Conditions and acknowledge and covenant with the Lessor that the
burden of the LTA Land Conditions shall run with the Land. For the avoidance of doubt, the Lessee
shall grant the easements and rights as set out in the LTA Land Conditions over the Land in favour
of the Lessor and/or LTA or its successors, assigns and all the owners and occupiers for the time
being of the State Lot and persons authorised by them as appurtenant to the State Lot for the Lease
Term.




14. SUBDIVISION OF LAND AND STRATA SUBDIVISION OF BUILDING



14.1 The Lessee shall not subdivide the Land, except in respect of any part of the Land required
under the Planning Parameters to remain vested or to be vested in the Lessor and/or any Competent
Authorities.




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14.2 Subject always to Clause 14.3, the Lessee shall not strata subdivide the buildings on the
Land, except with the prior written approval of the Lessor, which if given, may be subject to such
terms and conditions including the payment of charges and fees as may be determined by the Lessor
and (but not limited to) the condition that the CST Structure and DCS Spaces as well as any access
leading to or from the CST Structure and DCS Spaces shall form part of the common property of the
IR. For avoidance of doubt, any applications for proposed strata subdivision shall not be permitted
unless such proposed strata subdivision is on an en-bloc basis in respect of either (a) all retail
outlets or (b) all hotel components.



14.3 Notwithstanding any provisions herein, no strata subdivision shall be allowed during the
Exclusivity Period.




15. DESIGNATED SITE, CASINO CONCESSION AND CASINO LICENCE



15.1 The Casino shall be located only on the Designated Site pursuant to the Legislation, for a
period of thirty (30) years from the Effective Date and such further period if granted pursuant to
Clause 15.7.



15.2 The Lessee shall be entitled to submit an application to the Regulator for the Casino Licence
after the Effective Date and at least three (3) months before the proposed opening of the Casino.
The Casino Licence shall be issued provided that:





	 	(i)	 	at least fifty percent (50%) of the Development Investment is paid or incurred
and evidenced by the External Auditors’ Confirmation; and
	 
	 	(ii)	 	such parts of the IR equivalent to not less than fifty percent (50%) of the
Proposed GFA, is Completed.




15.3 The Regulator in considering the Lessee’s application for the Casino Licence, may require the
compliance of all such conditions including but not limited to the following:





	 	(i)	 	all suitability checks are in order;
	 
	 	(ii)	 	location plans, floor plans and layout of the Casino are acceptable to the
Regulator; and
	 
	 	(iii)	 	the Lessee’s internal controls, systems and processes are robust and detailed
measures to comply with law and any other conditions as set out by the Regulator are
effective to meet the social and security requirements of the Regulator.




15.4 The Lessee shall comply with all the provisions of the Legislation relating to the conduct and
operations of the Casino.



15.5 The Lessee shall be entitled to engage for the operation of the Casino, any of its subsidiary
companies or a Management Agent appointed by the Lessee, subject always to the provisions of the
Legislation and to such Management Agreement being subjected to the prior written approval of the
Regulator. Except as herein provided in this clause, the Lessee shall not be allowed to assign or
in any manner whatsoever part with its rights to operate the Casino.



15.6 Notwithstanding that the Lessee may in accordance with Clause 15.5 engage other parties
whether its subsidiary company or a Management Agent to operate the Casino, the Lessee shall remain
liable to the Lessor in respect of all matters in relation to the IR.



15.7 The Lessee shall, not less than five (5) years prior to the expiry of the Concession Period,
give notice in writing to the Lessor on whether it wishes to seek a renewal of the Casino
Concession. The Casino Concession may be renewed for such duration as may be allowed and on such
terms as the Lessor deems appropriate, including but not limited to the requirements of the Lessor
for additional investments in the IR and/or monetary payments. Upon renewal, the Lessee shall apply
to the Regulator for a Casino Licence to commence gaming operations.



15.8 If on the ground of public interest the Casino Concession or the Casino Licence shall be
terminated by the Government, the Lessee shall be entitled to a fair compensation from the
Government. If there shall be any disagreement between the Lessee and the Government on the amount
of compensation, then such dispute shall be referred to arbitration in accordance with the Law.




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16. LISTING





	 	 	 	The Lessee may seek a public listing before the first issuance of the Casino Licence provided:
	 
	 	(i)	 	the Lessee shall have stated in the Proposal its intention to seek a public
listing before the first issuance of the Casino Licence; and
	 
	 	(ii)	 	the Lessee shall have set out in the Proposal the consequential minimum
shareholding of each of the shareholders of the Lessee named in the Proposal, upon the
public listing of the Lessee, up to the first issuance of the Casino Licence.





17. ACCOUNTS AND REVIEW OF KEY ATTRACTIONS



17.1. To ensure that the IR remains a premium “must-visit” destination for leisure and business
visitors to Singapore, the Lessee agrees that it shall, at all times throughout the Lease Term,
ensure that the Key Attractions shall be and remain attractive and appealing at all times during
the Lease Term to the prevailing consumer taste.



17.2 The Lessee shall, throughout the Lease Term, keep the Lessor informed of the Gross Revenue of
the Key Attractions and provide to the Lessor in relation to Key Attractions for its review:





	 	(i)	 	annually, as soon as possible, and in any event within ninety days (90) days
after the end of each respective financial year, or such extended period of time as may
be approved by the Lessor in writing, audited accounts for that financial year
including a balance sheet and profit and loss accounts;
	 
	 	(ii)	 	as soon as available, and in any event within ninety (90) days after the end of
the first six (6) months of each financial year, unaudited profit and loss accounts as
at the end of and for the relevant six (6) month period;
	 
	 	(iii)	 	such information as set out in a format to be provided at a later date which
shall include the categorisation of revenue received under gaming and non-gaming
revenue in terms of the number of visitors and the amount of visitor expenditure to the
IR; and
	 
	 	(iv)	 	promptly, such additional material, financial or other information relating to
its business, assets, operations and condition (including, without limitation,
financial condition) as the Lessor may from time to time reasonably request.




17.3 If from any such review of the accounts or materials as aforesaid the Lessor is of the opinion
that any of the Key Attractions is, in relation to the market demands or conditions then prevailing
or current, required to be improved/updated/modernised/refurbished to keep up with the market
demands or conditions then prevailing or current, the Lessor shall notify the Lessee of such its
opinion and the Lessee shall thereupon propose for the Lessor’s consideration such remedial
measures as may be required to improve such Key Attraction. The Lessee shall undertake, at its own
cost and expense and within such period of time as the Lessor may approve, such remedial proposal
as may be approved by the Lessor, whether with or without amendments, so as to bring the said Key
Attraction to a state acceptable to the Lessor in terms of the number of visitors expected in
relation to the tourism objectives of the Lessor.



17.4 If the Lessee shall fail to carry out or shall fail to complete such remedial measures as
aforesaid to the satisfaction of the Lessor, then the Lessor shall give to the Lessee notice
requiring compliance by the Lessee within thirty (30) days after receipt of such notice or such
extended period as may be reasonably allowed by the Lessor. Any failure by the Lessee to comply
with the notice of the Lessor under this clause shall entitle the Lessor to deem it a
non-performance or non-observance of a material term of this Agreement.




18. STATE AND CONDITION



18.1 The Lessee shall be deemed to have notice of:





	 	(i)	 	the actual state and condition of the Land including the platform level of the
Land and matters as regards access, ingress and egress, drainage and utility services
affecting the Land; and
	 
	 	(ii)	 	any easements, rights of way and all other encumbrances , if any, affecting the
Land,




and shall not raise any objection or requisition whatsoever in respect thereof.




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18.2 No error, omission or mis-statement in the description of the Land shall invalidate this
Agreement or the Lease executed by the Lessee nor shall the same entitle the Lessee to any
compensation whatsoever or to any reduction of the Land Premium or any payment of monies by the
Lessee hereunder.



18.3 The Lessee shall at its own cost and expense remove any existing encroachment onto the
neighbouring lands and such removal shall be carried out during the construction works or as and
when required by the owners of the neighbouring lands affected by the said encroachment.



18.4 No royalty shall be reserved to the Head Lessor under Section 7(1)(a) of the State Lands Act
(Cap 314) for granite, sand, clay, laterite, red earth, iron stone, gravel or puddle (hereinafter
called “the Excluded Mines and Minerals”) found in or upon the Land if the following conditions are
all met :





	 	(i)	 	the Excluded Mines and Minerals are removed, extracted or excavated by the
Lessee for the purpose of any development or redevelopment of the Land; and
	 
	 	(ii)	 	the said removal, extraction or excavation is directly incidental to and
reasonably necessary for the development of the IR on the Land.





19. SURRENDER OF LAND



19.1 The Lessee shall surrender to the Government or the relevant Competent Authorities free of
charge or any compensation:





	 	(i)	 	such part or parts of the Land as specified and in accordance with the terms
set out in the Planning Parameters; and
	 
	 	(ii)	 	any part or parts of the Land as may be required by them from time to time
whether for roads, drainage, or any public purpose as may be declared or notified to
the Lessee in a Notice by the Lessor or the relevant Competent Authorities and the
Lessee shall accept as conclusive evidence that such part or parts of the Land is or
are required for the purpose declared or notified.




19.2 Upon completion by the Lessee to the satisfaction of the LTA or the relevant Competent
Authority of any road (including pavements) within the Land in accordance with the approval of LTA
or the relevant Competent Authority, the Lessee shall surrender and vest to LTA free from
encumbrances and without the payment of any compensation, fee or charge, such land or stratum of
space within which such part of such road is constructed, as required by LTA or the relevant
Competent Authority may direct.




20. SURVEY



20.1 The Lessee shall at its own cost and expense engage a land surveyor registered with the Land
Surveyor Board under the Land Surveyors Act (Cap. 156) (hereinafter called “the registered land
surveyor”) to carry out the cadastral survey of the subterranean, air right and foreshore parcels
comprised together with the Land in accordance with the Land Surveyors (Conduct of Cadastral
Surveys) Rules and for the purpose of the cadastral survey, the Lessee shall ensure that the
registered land surveyor:





	 	(i)	 	carries out and completes the cadastral survey within six (6) months from
Completion or on such other earlier or later date as the Chief Surveyor may specify;
and
	 
	 	(ii)	 	on completion of the cadastral survey, deposits the certified survey plan for
such subterranean, air right and foreshore parcels together with all relevant field
books, calculation sheets and survey data with the Land Survey Department of the
Singapore Land Authority for the approval of the Chief Surveyor.




20.2 The absence of any cadastral survey of such subterranean, air right and foreshore parcels
shall not be a ground for delay in payment of any monies due to the Lessor by the Lessee or a
refund of any monies to the Lessee.



20.3 The Land is believed and shall be taken to be correctly described herein and is to be leased
subject to all easements and rights (if any) subsisting thereon and moreover without any
obligations on the part of the Lessor to define the same respectively.




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21. MANAGEMENT AND MAINTENANCE



21.1 The Lessee shall for the management and maintenance of the IR engage persons qualified or
having experience or trained in the operating and management of resorts of international standards.



21.2 The Lessee shall at all times:





	 	(i)	 	manage and operate the IR as an integrated resort with its principal conceptual
theme being in accordance with the Accepted Proposal or such variations, modifications
or amendments as approved in accordance with this Agreement;
	 
	 	(ii)	 	maintain and keep in a good and tenantable state of repair and condition all
structures, fixtures, statues and exhibits, and where such works shall require the
approval and consents of the Competent Authorities, the Lessee shall be obliged to
obtain the same; and
	 
	 	(iii)	 	make or cause to be made such capital improvements to the Land and/or the IR
and the Key Attractions from time to time as the Lessee may deem necessary but subject
always to the prior written approval of the Lessor, and where required by Law, the
prior written approval of the Competent Authorities.




21.3 Notwithstanding anything herein contained, the Lessor shall be entitled from time to time and
at all reasonable times during the Lease Term to enter upon the Land to inspect its state and
condition and to view the operations of the IR. If in the opinion of the Lessor there is a breach
or shortcoming of standards in the operation of the IR, the Lessor may after such inspection, serve
upon the Lessee a written notice of any such breach or shortcoming and require the Lessee forthwith
to remedy such breach or shortcoming and if the Lessee shall not within thirty (30) days after
receipt of such notice or such extended period as may be reasonably allowed by the Lessor proceed
diligently to remedy the breach or shortcoming, then the Lessor shall be entitled to enter upon the
Land and take such steps as may be necessary to remedy the breach or shortcoming, the cost thereof
shall be a debt due from the Lessee to the Lessor and shall be paid forthwith on demand by the
Lessee to the Lessor and shall forthwith be recoverable by action.




22. ASSIGNMENT OF LEASE AND SUB-LETTING



22.1 Except as provided in Clause 22.2 and Clause 23, the Lessee shall not during the Exclusivity
Period assign, demise, sell, transfer or otherwise dispose of or part with all its estate interest
and rights in this Agreement and the Land or any part thereof.



22.2 The Lessee shall be entitled during the Lease Term to sublet, underlet or part with the
possession of and in the Land or the IR or any part thereof (provided that such sublease shall not
be regarded as a disposal of land or premises under Section 4 of the Planning Act, Cap. 232) for
any purposes in the course of its business, provided that:





	 	(i)	 	such subletting, underletting or parting with possession of the Land or the IR
shall not be for any part of the Land in its vacant or undeveloped state; and
	 
	 	(ii)	 	the Lessee shall always be the main party operating the IR.




For the avoidance of doubt, this provision shall not in any way allow the Lessee to subdivide the
Land.



22.3 After the expiry of the Exclusivity Period, the Lessee may, with the prior written approval of
the Lessor, assign, demise, sell, transfer or otherwise dispose of or part with all its estate
interest and rights in this Agreement and the Land or any part thereof on terms and conditions to
be determined by the Lessor which shall include a condition that the assignee, purchaser,
transferee or person accepting the disposition shall be bound by and undertake to comply with and
observe all the terms and conditions of this Agreement.




23. RIGHT TO MORTGAGE



23.1 The Lessee shall be entitled with the prior written approval of the Lessor (such approval not
to be unreasonably withheld) to assign its estate interest and rights in this Agreement and the
Land or mortgage, charge or by any other means encumber the Land in favour of an Approved
Mortgagee, as security for any loan facilities or any other financing granted in relation to the
payment of the Land Premium and other sums as stated in Clause 4.1, the provision of the Security
Deposit and/or the construction and operation of the IR.




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23.2 Where the Lessor’s prior approval is granted in respect of any mortgage or charge of the Land,
such approval shall be deemed to include a term that in the event of the Approved Mortgagee, in its
capacity as mortgagee or chargee, exercising its power of sale of the Land, the Land shall be sold
only to a purchaser, whether a company or a person, approved by the Lessor.




24. INSURANCE



24.1 The Lessee shall throughout the Lease Term insure and keep insured in the joint names of the
Lessee and the Lessor for their respective rights and interest all buildings, structures and
fixtures erected or to be erected on the Land from loss or damage by fire, flood and other risks
and special perils recommended by the Lessee’s insurers as being normally insured under a
comprehensive policy appropriate to buildings of the kind for the time being standing on the Land
to the full insurable value thereof with a respectable insurance office and to make all payments
necessary for the above purpose within such time frame as prescribed by the relevant insurance
policy documents after the same shall respectively become due and to produce to the Lessor on
request the policy of such insurance and the receipt of each such payment and the Lessor may
require the Lessee to apply such monies received by virtue of any such insurance to be laid out and
expended in rebuilding and reinstating all such buildings, all such existing and new structures and
fixtures in accordance with the Accepted Proposal with such variations or modifications as may be
agreed upon by the parties hereto and to make up for any deficiency out of the Lessee’s own monies.
PROVIDED ALWAYS that if the Lessee shall at any time fail to keep the Land insured as aforesaid,
the Lessor may do all things necessary to effect and maintain such insurance and any monies
expended by the Lessor for that purpose shall be repayable by the Lessee on demand and be
recoverable forthwith by action.



24.2 The Lessee shall also effect and keep effected, and shall procure that each permitted
sub-contractor effects and maintains, at all times during the Lease Term, in the joint names of the
Lessee and the Lessor such insurances as the Lessor considers necessary in respect of the Lessee
and each permitted sub-contractor’s obligations and liabilities hereunder, for purposes of
protecting the Lessor and the Lessee (for their respective rights and interests) against any
liability whatsoever occasioned by accident on or about the Land or any appurtenances thereto,
including without limitation, policies of:





	 	(i)	 	public liability insurance; and
	 
	 	(ii)	 	workmen’s compensation insurance,




with an insurance company, for such amounts and on such terms acceptable to the Lessor. The Lessee
shall ensure that the relevant insurance policies provide that it/they shall be non-cancellable and
not subject to reduction in coverage or policy amount except with the Lessor’s prior written
approval (which approval shall not be unreasonably withheld or delayed). The Lessee shall provide
written evidence of such insurance coverage to the Lessor and the receipt evidencing payment of the
premium in respect thereof, at least annually during the Lease Term and at other times on the
Lessor’s request. In the event that the recovery from public liability or workmen compensation
insurance or such other insurance as is required by the Lessor, is insufficient to satisfy the
claims for loss, damages, costs and expense, the Lessee shall indemnify and keep the Lessor fully
indemnified of such claims.



24.3 Notwithstanding Clause 24.1 and Clause 24.2 herein, where the Lessee mortgages, charges or by
any other means encumbers the Land and/or all buildings, structures and fixtures erected or to be
erected on the Land in favour of an Approved Mortgagee, as security for any loan facilities or
financing granted in relation to any aspect of the development of the IR, the Lessor agrees that
any insurance effected pursuant to Clause 24.1 and/or Clause 24.2 may be effected in the joint
names of the Lessor, the Lessee and the Approved Mortgagee. In respect of the moneys received on
any such insurance (whether effected by the Approved Mortgagee and/or the Lessee) of the Land
and/or all buildings, structures and fixtures erected or to be erected on the Land, the Lessor
shall have the absolute discretion to determine the application of the moneys received on any such
insurance (whether effected by the Approved Mortgagee and/or the Lessee), towards:





	 	(i)	 	making good the loss or damage in respect of the Land and/or all buildings,
structures and fixtures erected or to be erected on the Land, in each case in
accordance with the Accepted Proposal with such variations or modifications as may be
agreed upon by the parties hereto; and/or
	 
	 	(ii)	 	the discharge of the loan facilities or financing granted by the Approved
Mortgagee in relation to the payment of the Land Premium and other sums as stated in
Clause 4.1, the provision of the Security Deposit and/or the construction and operation
of the IR.





25. PROVISIONS OF RFP AND NON-MERGER



25.1 The provisions of the RFP shall be incorporated herein and shall have full force and effect.
PROVIDED ALWAYS that:




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	 	(i)	 	if there is any conflict between the provisions of the RFP and the provisions
of this Agreement, the provisions of this Agreement shall prevail; and
	 
	 	(ii)	 	if this Agreement is silent on any matter or issue which is provided for in the
provisions of the RFP, then such provisions of the RFP shall apply.




25.2 Notwithstanding the Completion of the IR, the provisions of the RFP shall remain in full force
and effect whether as between the Lessor and the Lessee, or the relevant Competent Authorities and
the Lessee, insofar as the same are not fulfilled or performed.




26. PROPERTY TAX, OUTGOINGS AND UTILITIES





	 	 	 	The Lessee shall, as from the Effective Date:
	 
	 	(i)	 	discharge and pay all rates, property taxes and assessments and outgoings
whatsoever charged or imposed upon the Land; and
	 
	 	(ii)	 	pay all charges (including any taxes thereon) in respect of the supply of
electricity, water and gas, telecommunication services, storm water drains, refuse
disposal services and all other services supplied to the Land, to the relevant body or
authority supplying such services, including connections to and within the Land and the
installation of incoming power panel, and any other incoming service meters required by
the relevant authorities.





27. DETERMINATION OF LEASE



27.1 Each of the following is an Event of Default:





	 	(i)	 	the Lessee fails to perform and observe any material term or condition on its
part contained herein and such non-performance and non-observance shall continue for
more than thirty (30) days or such extended period as may be reasonably allowed by the
Lessor, after the receipt by the Lessee of the Lessor’s written notice requiring
compliance by the Lessee;
	 
	 	(ii)	 	the Lessee is in breach of the provisions of Clause 10.6, Clause 12.1 and
Clause 12.2;
	 
	 	(iii)	 	any monies payable hereunder or any part thereof shall remain unpaid for a
period of thirty (30) days after the Lessor has made written demand for payment of the
same or such extended period as may be reasonably allowed by the Lessor;
	 
	 	(iv)	 	the Lessee enters into any composition or arrangement with or for the benefit
of its creditors;
	 
	 	(v)	 	the Lessee is placed under voluntary administration or causes a meeting of its
creditors to be summoned for the purpose of placing it under voluntary administration;
	 
	 	(vi)	 	an order is made for the winding up or dissolution without winding up or an
effective resolution is passed for the winding up of the Lessee unless the winding up
or dissolution is for the purposes of reconstruction or amalgamation and the scheme for
reconstruction or amalgamation with or without modification has been first approved by
the Lessor, which approval shall not be unreasonably withheld;
	 
	 	(vii)	 	a receiver or a judicial manager is appointed of the assets or undertaking or
any part thereof of the Lessee or the holder of any encumbrance takes possession of
such assets or undertaking or any part thereof; or
	 
	 	(viii)	 	any event occurs which, under the law of any relevant jurisdiction, has an analogous
or equivalent effect to any of the events specified in this clause.




27.2 The Lessee shall immediately give notice to the Lessor if it becomes aware of an event which
may lead to an Event of Default.



27.3 The Lessor shall not terminate this Agreement until it has first given a notice to the Lessee
specifying the Event of Default and requiring the Lessee, within a reasonable period as specified
in the notice, being not less than thirty (30) days, either :




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	 	(i)	 	to remedy the default; or
	 
	 	(ii)	 	in the case of an Event of Default which is not capable of being remedied, to
pay to the Lessor at the Lessor’s option an amount the Lessor finds acceptable in the
exercise of reasonable judgement by way of compensation for the default,




and the Lessee has failed within the time specified in the notice, or such further time as the
Lessor may agree, to comply with the notice, in which case the Lessor may by notice in writing to
the Lessee, terminate this Agreement in accordance with the following provisions:





	 	(i)	 	the Lessor shall have full right power and authority to re-enter upon and
resume possession of the Land or any part thereof and the IR and any other structure on
the Land and thereupon this Agreement shall forthwith cease and determine;
	 
	 	(ii)	 	all monies which have previously been paid to the Lessor by the Lessee and/or
any other payment hereunder shall be forfeited and shall belong to the Lessor;
	 
	 	(iii)	 	the IR or any completed part thereof and all materials thereat or on the Land
shall belong to the Lessor absolutely; and
	 
	 	(iv)	 	the Lessor shall be entitled to deal with the Land and the IR on such terms and
conditions as the Lessor shall think fit (including but not limited to the re-disposal
of the Land and any interest therein in the IR, whether or not the construction has
already commenced or completed as if this Agreement has never been entered into with
the Lessee and whether by public auction, private treaty or by tender subject to such
conditions and generally in such manner as the Lessor may in its discretion think fit)
and without compensation or whatsoever to the Lessee.




27.4 If by reason of any breach or default hereunder the Lessor shall be entitled to terminate this
Agreement, where the Lessee has with the approval of the Lessor mortgaged the Land and its rights
and benefits under this Agreement, the Lessor agrees not to exercise such right of termination
forthwith unless:





	 	(i)	 	the Lessor has given notice in writing to the Approved Mortgagee, stating that
it has become entitled to terminate this Agreement and stating the reason or reasons it
has become so entitled;
	 
	 	(ii)	 	a period of thirty (30) days has elapsed following the giving of that notice
and the Approved Mortgagee, has not within that period of thirty (30) days by notice in
writing to the Lessor agreed and undertaken to rectify the defaults or matters by
reason of which the Lessor has become so entitled;
	 
	 	(iii)	 	if the Approved Mortgagee, who has agreed and undertaken to rectify the
defaults or matters by reason of which the Lessor has become entitled to terminate this
Agreement, has failed within a further period of thirty (30) days after that period of
thirty (30) days (or such longer period as may be allowed by the Lessor) to rectify the
said defaults or other matters; and
	 
	 	(iv)	 	the Approved Mortgagee, has not (if the Lessor so directs by notice in writing
to the mortgagee) appointed a receiver and manager or receivers and managers of the
Land (but this sub-paragraph (iv) shall not apply if the Approved Mortgagee, has on a
previous occasion appointed a receiver and manager or receivers and managers whose
appointment has not been terminated).





          PROVIDED ALWAYS that the provisions of this clause shall not apply if the Lessor shall have
become entitled to terminate this Agreement on more than one previous occasion in any period of
three (3) years after the Lessee has assigned or mortgaged its rights or benefits under this
Agreement.



27.5 Neither party shall be liable for any loss or damage suffered or incurred by the other party
arising from the first party’s delay in performing or failure to perform its obligations hereunder
to the extent that and for so long as such delay or failure results from any event of Force
Majeure, provided the same arises without the fault or negligence of the affected party and the
affected party notifies the other party within two (2) Business Days of becoming aware of the same
of such event of Force Majeure and the manner and extent to which its obligations are likely to be
prevented or delayed. Each party shall use its reasonable endeavours to minimise the effects of any
event of Force Majeure.




28. YIELDING UP ON EXPIRY OF TERM



28.1 Subject to Clause 28.2, upon the expiry or earlier determination of the Lease Term, the Lessee
shall yield up and surrender to the Lessor without the payment of any compensation or other sum,
the Land together with all buildings, structures, appurtenances, alterations, additions, structural
changes or improvements thereon, in good and tenantable state of repair and condition and in a
clean and sanitary order and condition.




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28.2 Immediately prior to the expiry or earlier determination of the Lease Term, the Lessee shall
if so required by the Lessor, at the Lessee’s own costs and expenses, remove all buildings,
structures, appurtenances, alterations, additions, structural changes or improvements thereon and
all other works built or carried out on, under or within the demised land, and in such case to
restore the demised land to its state as at the commencement of the Lease Term, in default of which
the Lessor may, without prejudice to the Lessor’s other rights, proceed to do the same and all cost
and expenses incurred by the Lessor shall be recoverable from and repayable by the Lessee forthwith
on demand.



28.3 In the event that the Lessee fails to remove any of its movable properties at the expiry or
sooner determination of the Lease Term, the Lessor shall be entitled to remove, dispose or
otherwise use it for the Lessor’s own purposes. The Lessee shall be liable to pay such costs for
removal and disposal and shall not be entitled to any claim whatsoever in respect to the property
disposed or used by the Lessor.




29. INDEMNITY




          The Lessee shall also indemnify and keep indemnified the Lessor from and against all actions,
claims, demands, losses, damages, costs and expenses for which the Lessor shall be or become liable
in respect of or arising out of or in connection with:





	 	(i)	 	any damage to the Land; or
	 
	 	(ii)	 	any loss, damage or injury from any cause whatsoever to property or person
caused or contributed to by the use of the Land by the Lessee or occurring on the Land
or occasioned or contributed to by any act, omission, negligence, breach or default of
the Lessee or any servant, agent, sub-tenant, invitee of the Lessee or any other person
claiming through or under the Lessee.





30. EXECUTION OF LEASE



30.1 The Lease shall be executed by the Lessee and delivered to the Lessor or its solicitors within
fourteen (14) days after receipt thereof by the Lessee or its solicitors, time being of the
essence. Notwithstanding that the Lease may not have been executed and delivered as aforesaid, the
parties hereto shall be bound as from the date of the commencement of the Lease Term by the
provisions of the Lease and all the terms, covenants and conditions therein contained shall be
deemed to have full force and effect as if they were originally contained and incorporated in this
Agreement.



30.2 Notwithstanding the completion of the Lease, this Agreement shall remain in full force and
effect with regard to anything or matter remaining to be done performed or observed hereunder and
not provided for in the Lease.




31. REVERSION




          No length of time or of enjoyment of the Lessee of the Land or the buildings, structures and
fixtures thereon shall enure to give a right to the Lessee to retain the Land or any part thereof
or to deprive the Lessor in any way of any rights of the Lessor to exercise its powers under the
law as reversionary owner of the Land and of the buildings, structures and fixtures thereon.




32. LEGAL COSTS AND DISBURSEMENTS



32.1 The Lessee shall on or before the Effective Date, pay all legal and other professional and
technical fees and expenses on a full indemnity basis incurred or to be incurred by the Lessor in
connection with the preparation, finalisation and completion of the RFP, this Agreement and the
Lease (including the Stamp Duty on this Agreement and the Lease, and the registration fees on the
Lease) and in respect of all matters incidental thereto or arising therefrom or in connection
therewith.



32.2 The Lessee shall forthwith pay on demand:





	 	(i)	 	all costs and fees including legal and other professional fees and costs on a
full indemnity basis incurred by the Lessor in connection with the enforcement of the
terms and conditions of this Agreement and/or the Lease and in respect of all matters
incidental thereto or arising therefrom;





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	 	(ii)	 	any amount imposed, or charged by any Government or any Competent Authorities,
statutory or tax authority as GST on any sum or sums due to or payable to the Lessor
under this Agreement and/or the Lease and a statement from the Lessor to the Lessee of
the amount payable shall be conclusive of the amount of such GST due and as to the
Lessee’s liability therefor; and
	 
	 	(iii)	 	all costs and expenses in obtaining all licences, permissions, approvals and
consents that may be required by the Lessor and the Competent Authorities for the
purpose of the construction, development and establishment of the IR and all matters
incidental thereto.





33. NOTICES



33.1 All notices or other communication of any nature whatsoever under this Agreement shall be made
by facsimile, letter or otherwise in writing and shall be sent to a party at the facsimile number
or the address of that party set out below (or at such other address as may be notified in writing
by that party to the other party from time to time):




	 	 	 	 	 
	 	 	The Lessor:
	 	 	SINGAPORE TOURISM BOARD
	 	 	1 Orchard Spring Lane
	 	 	Singapore 247729
	 
	 	 	 	 
	 

	 	Attention:
	 	Ms Margaret Teo
	 

	 	 	 	Director, Integrated Resorts Division
	 

	 	Fax:
	 	(65) 6738 9956
	 
	 	 	 	 
	 	 	The Lessee:
	 	 	MARINA BAY SANDS PTE LTD
	 	 	No. 9 Raffles Place
	 	 	#12-01 Republic Plaza
	 	 	Singapore 048619
	 
	 	 	 	 
	 

	 	Attention:
	 	Mr George Tanasijevich
	 

	 	 	 	General Manager
	 

	 	Fax:
	 	(65) 6533 4909





33.2 Any notice or communication shall be deemed to be received:





	 	(i)	 	if sent by prepaid post, on the date of actual receipt;
	 
	 	(ii)	 	if delivered by hand, on the date of delivery; and
	 
	 	(iii)	 	if sent by facsimile and a correct and complete transmission report for that
transmission is obtained by the sender, upon transmission if transmission takes place
on a business day before 4:00 pm in the place to which the communication is transmitted
and in any other case on the business day next following the day of transmission.





34. CONSENTS AND APPROVALS




          No consent or approval to any plans, elevations or specifications given by the Lessor (in
pursuance of this Agreement) shall place upon the Lessor any responsibility in respect of any
defect in the works carried out or otherwise howsoever.




35. VARIATION, AMENDMENT OR WAIVER



35.1 No variation or waiver of, or any consent to any departure by a party from, a provision of
this Agreement is of any force or effect unless it is confirmed in writing signed by the parties
and then that variation, waiver or consent is effective only to the extent for which it is made or
given.



35.2 No failure, delay, forbearance, relaxation or indulgence on the part of the Lessor in
exercising any of the conditions of this Agreement nor the granting of time by the Lessor shall in
any way affect, diminish, restrict or prejudice the rights and powers of the Lessor herein or be
deemed to be a waiver of any of the conditions herein or the Lessor’s rights hereunder or under
general law in respect of the subsequent exercise by the Lessor in respect of the same.




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36. LIABILITY OF PARTIES




          If any party to this Agreement consists of more than one person, then the liability of those
persons in all respects under this Agreement is a joint liability of all those persons and a
separate liability of each of those persons.




37. SEVERANCE




          If any provision of this Agreement is invalid and not enforceable in accordance with its
terms, other provisions which are self sustaining and capable of separate enforcement with regard
to the invalid provision, are and continue to be valid and enforceable in accordance with their
terms.




38. RIGHTS OF THIRD PARTIES



38.1 The Approved Mortgagee is an approved third party beneficiary and has the right to rely upon
and enforce for its benefit the rights set out in Clause 23.2, Clause 24 and Clause 27.4.



38.2 Subject to Clause 38.1, the terms and provisions of this Agreement are intended for the
benefit of the Lessor (including the Government and the Competent Authorities), the Lessee and
their respective successors or permitted assigns, and it is not the intention of the parties to
confer third party beneficiary rights upon any other person. Subject to Clause 38.1, a person who
is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties)
Act (Cap. 53B) to enforce any of its terms.




39. COMPETITION ACT




          The Lessee accepts that the gaming industry will not be exempt from the provisions of the
Competition Act 2004 (Act 46 of 2004).




40. GOVERNING LAW AND JURISDICTION




          This Agreement is governed by and is to be construed in accordance with the laws of Singapore
and the parties submit to the exclusive jurisdiction of the courts of Singapore.




          IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year first
abovewritten.




	 	 	 	 	 	 	 	 	 
	SIGNED by LIM NEO CHIAN

	 	 	)	 	 	 	 	 
	for and on behalf of

	 	 	)	 	 	 	 	 
	SINGAPORE TOURISM BOARD

	 	 	)	 	 	/s/ Lim Neo Chian	 	 
	in the presence of:

	 	 	)	 	 	 

	 	 
	 

	 	 	)	 	 	 	 	 
	/s/ Angela Teo Bee Luang
	 	 	 	 	 	 	 	 
	 

Title: Advocate & Solicitor Singapore

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED by SHELDON ADELSON

	 	 	)	 	 	 	 	 
	for and on behalf of

	 	 	)	 	 	 	 	 
	MARINA BAY SANDS PTE LTD

	 	 	)	 	 	/s/ Sheldon G. Adelson	 	 
	in the presence of:

	 	 	)	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Harry Elias
	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 






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ANNEXURE “A”




LAND PARCEL PLAN

(Guide Plan No.B1.1C)




 





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ANNEXURE “B”




FORM OF BANKER’S GUARANTEE / INSURANCE PERFORMANCE BOND




	 	 	 
	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”).




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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:
	 	 	 	 
	 

	 	 

	 	 






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ANNEXURE “C”




FORM OF LEASE




 





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THE LAND TITLES ACT

L E A S E







	 	 	 	 	 	 
	 	For Official Use Only

	 	Instrument No.

	 	 	 	 
	 	Registered By

	 	 	 	 
	 	Registered On

	 	 	 	 
	 










DESCRIPTION OF LAND




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	CT	 	 	 	Town	 	 	 	 	 	 	 	 	 	 
	Vol	 	 	 	Fol	 	 	 	Subdivision	 	 	 	Lot	 	 	 	Property Address	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 





LESSOR




	 	 	 	 	 	 
	 	

ID/Co. Registration No.:
	 	 	 	 
	 	

Name:

	 	 	SINGAPORE TOURISM BOARD	 
	 	

Address: (within Singapore for service of
notice)

	 	 	

No. 1 Orchard Spring Lane

Tourism Court, Singapore 247729	 
	 





 HEREBY LEASES the registered estate or interest in the land (hereinafter called “the Land”) to:-



LESSEE




	 	 	 	 	 	 
	 	

Co Registration No.:
	 	 	 	 
	 	

Name:

	 	 	

MARINA BAY SANDS PTE LTD	 
	 	

Place of Incorporation :

	 	 	

Singapore	 
	 	

Address: (within Singapore for service of notice)

	 	 	

No. 9 Raffles Place

#12-01 Republic Plaza

Singapore 048619	 
	 





TERM OF LEASE/CONSIDERATION




	 	 	 	 	 
	Term of Lease

	 	:
	 	Sixty (60) years less one (1) day (hereinafter
called “the Lease Term”)
	 
	 	 	 	 
	Commencement Date

	 	:
	 	23rd day of August 2006
	 
	 	 	 	 
	Annual Rent

	 	:
	 	Nil
	 
	 	 	 	 
	Consideration

	 	:
	 	Singapore Dollars One thousand and two hundred
million (S$1,200,000,000.00) (hereinafter
called “the Land Premium”) exclusive of the
prevailing goods and services tax.






 





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SUBJECT to the following PRIOR ENCUMBRANCES:-




PRIOR ENCUMBRANCES









NIL






AND the following:



COVENANTS AND CONDITIONS





	(a)	 	the covenants, conditions and powers implied by law in instruments of lease (or to such of
them as are not hereinafter expressly negatived or modified); and
	 
	(b)	 	the Special Covenants and Conditions hereinafter appearing.





SPECIAL COVENANTS AND CONDITIONS



1. The Lessee HEREBY COVENANTS AND AGREES with the Lessor as follows:




1.1 INTERPRETATION AND DEFINITIONS




          The words, definitions or expressions as set out in Clause 1 of the Development Agreement
dated the 23rd day of August 2006 made between the Lessor of the one part and the Lessee
of the other part (hereinafter called “the Development Agreement”) shall be incorporated herein by
reference and shall, where the context so requires, apply to this Lease.




1.2 PLANNING PARAMETERS




          The provisions of the Planning Parameters shall be incorporated herein and shall form an
integral part of this Lease save that if there is any conflict between the provisions of this Lease
and the Planning Parameters in relation to the planning, design, infrastructure and technical
requirements of the construction and development of the IR, the provisions of the Planning
Parameters shall prevail.




1.3 PROVISIONS OF RFP AND DEVELOPMENT AGREEMENT



1.3.1 The provisions of the RFP and the Development Agreement shall be incorporated in this Lease
and shall have full force and effect. Notwithstanding the completion of the Lease, it is hereby
agreed that:





	 	(i)	 	the provisions of the RFP and the Development Agreement shall remain in full
force and effect as between the Lessor and the Lessee, or as between the relevant
Competent Authorities and the Lessee, insofar as the same are not fulfilled or
performed with regard to anything or matter remaining to be done performed or observed
thereunder and not provided for in this Lease;
	 
	 	(ii)	 	if this Lease is silent on any matter or issue which is provided for in the
provisions of the RFP or the Development Agreement, then such provisions of the RFP or
the Development Agreement, as the case may be, shall apply; and
	 
	 	(iii)	 	if there is any conflict between the provisions of the RFP and the Development
Agreement and the provisions of this Lease, then the provisions of this Lease shall
prevail.





1.4 LAND PREMIUM




          The Lessee shall on or before the Effective Date pay to the Lessor, the Land Premium which
amount shall be exclusive of the prevailing goods and services tax (hereinafter called “GST”) which
shall be paid by the Lessee.




1.5 SECURITY DEPOSIT




          1.5.1 The Lessee shall on or before the Effective Date deliver to the Lessor the Security Deposit
of Singapore Dollars One hundred and ninety two million six hundred and four thousand five hundred
and thirty (S$192,604,530.00) as security for the due performance and observance by the Lessee of
the terms and covenants contained in this Lease in relation to the construction of the IR. The
Security Deposit shall not be deemed or treated as payment of the Land Premium or other charges
under this Lease.




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1.5.2 If the Security Deposit is provided by way of the Banker’s Guarantee or Insurance Performance
Bond, then the Banker’s Guarantee or Insurance Performance Bond shall be valid for a period of
either :





	 	a)	 	at least eight (8) years and six (6) months from the Effective Date; or
	 
	 	b)	 	up to at least six (6) months from such earlier date (“earlier date”) as
proposed in writing by the Lessee and accepted in writing by the Lessor for Completion.





          For purposes of paragraph (b) above, in the event that the Lessee shall be unable to Complete
the IR by such earlier date, then the Lessee shall at least six (6) months before the expiry of the
earlier date, apply to the Lessor in writing for an extension of time for Completion. Immediately
upon the Lessor’s acceptance of the Lessee’s request for the extension of time, the Lessee shall
renew the Banker’s Guarantee or Insurance Performance Bond for such extended period and six (6)
months. If the Lessee shall fail to renew the Banker’s Guarantee or Insurance Performance Bond on
the expiry of the earlier date, then the Lessor shall be entitled to demand the payment of the
Security Deposit secured by the Banker’s Guarantee or Insurance Performance Bond and hold such
monies until the Completion of the IR.




          All expenses incurred by the Lessee in obtaining, maintaining and extending the Security
Deposit shall be borne by the Lessee.



1.5.3 Upon receipt of the External Auditors’ Confirmation that all the conditions prescribed in
Clause 1.5.4 have been met, the Lessor shall within thirty (30) days from the date of receipt of
the External Auditors’ Confirmation, release to the Lessee the Security Deposit, free of interest,
subject to any deduction as may have been made therefrom, or return the Banker’s Guarantee or
Insurance performance Bond, if so provided, provided there shall not, at the due date of the refund
or return of the Security Deposit, be any existing breach by the Lessee of any term or condition
contained in this Lease in relation to the development of the IR.



1.5.4 If the Lessee shall fail to:





	 	(i)	 	Commence Construction within three (3) years from the Effective Date; or
	 
	 	(ii)	 	pay or incur one hundred per cent (100%) of the Development Investment within
three (3) years from the first issuance of the Casino Licence or within eight (8) years
from the Effective Date, whichever is the earlier; or
	 
	 	(iii)	 	Complete construction of one hundred percent (100%) of the Proposed GFA
including the Event Plaza and Waterfront Promenade being built, within eight (8) years
from the Effective Date,




the Lessor shall thereupon be entitled to forfeit the Security Deposit, if paid in cash or to
demand the payment of the Security Deposit secured by the Banker’s Guarantee or Insurance
Performance Bond and thereafter the Lessor shall be free of any obligations to return the same, and
in addition, the Lessor shall be entitled to deem such failure to Commence Construction and/or to
Complete the IR within the periods stipulated in Clause 1.5.4 (i) or Clause 1.5.4 (iii) as a
non-performance or non-observance of a material term of this Lease.




1.6 DEVELOPMENT INVESTMENT




          Subject to Clause 1.9, the Lessee shall pay or incur the Development Investment of not less
than Singapore Dollars Three billion eight hundred and fifty two million ninety thousand and six
hundred (S$3,852,090,600.00) within three (3) years from the first issuance of the Casino Licence
or within eight (8) years from the Effective Date, whichever is the earlier, which amount shall be
expended towards the Completion of the IR, in respect of, inter alia, the following:





	 	(i)	 	the Casino, Dollars One hundred and forty nine million three hundred and sixty
one thousand ($149, 361,000.00);
	 
	 	(ii)	 	the hotel with three (3) tower blocks, Dollars Eight hundred and twenty-one
million one hundred and thirteen thousand ($$821,113,000.00);
	 
	 	(iii)	 	the food and beverage outlets, Dollars Thirty nine million three hundred and
one thousand ($39,301,000.00);
	 
	 	(iv)	 	the retail areas, Dollars Three hundred and two million four hundred and forty
eight thousand ($302,448,000.00);
	 
	 	(v)	 	the areas and facilities dedicated to MICE, Dollars Two hundred and eighty nine
million six hundred and sixty seven thousand ($289,667,000.00);




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	 	(vi)	 	the areas dedicated to public attractions including the Key Attractions,
Dollars One hundred and eight million two hundred and ninety five thousand (
$108,295,000.00); and
	 
	 	(vii)	 	the areas dedicated to other entertainment facilities, Dollars Fifty four
million six hundred and thirty nine thousand ($54,639,000.00).
	 
	 	 	 	PROVIDED ALWAYS that any change to any of the amounts as set out in Clause 7.1(i) to
(vii):






	 	(a)	 	shall require the prior written approval of the Lessor; and
	 
	 	(b)	 	shall be as a result of any amendment, modification or
variation to the Accepted Proposal as approved in writing by the Lessor.





1.7 PERMITTED USE



1.7.1 The Lessee shall construct, develop and establish on the Land the IR (including the Key
Attractions) in compliance with and subject to:





	 	(i)	 	the Accepted Proposal;
	 
	 	(ii)	 	the Planning Parameters;
	 
	 	(iii)	 	the Planning Permission;
	 
	 	(iv)	 	the Permissible GFA;
	 
	 	(v)	 	all the terms and conditions of the Development Agreement and this Lease;
	 
	 	(vi)	 	all the terms and conditions of the LTA Agreement; and
	 
	 	(vii)	 	all Laws imposed on the Lessor or the Lessee in respect of the Land.




1.7.2 The Land is designated as a Designated Site under the Legislation. In addition to the Key
Attractions to be operated on the Land, the Lessee shall be entitled to operate the Casino on the
Designated Site subject always to the Legislation and to the provisions of Clause 1.13 herein.



1.7.3 Except as provided in Clause 1.7.1 and Clause 1.7.2, the Lessee shall not use the Land for
any other purposes nor carry out or permit to be carried out on or use the Land or any part thereof
for:





	 	(i)	 	any pawn broking or money lending business (except for such gaming credit as
may be permitted by the Legislation); or
	 
	 	(ii)	 	any illegal act or purpose.





1.8 PLANNING APPLICATION




          The Lessee shall, at its own cost and expense submit to the Competent Authorities the layout
plans and/or full and complete plans, elevations and specifications for the buildings proposed to
be erected on the Land under the Planning Act (Cap. 232) and all other laws and regulations
applicable thereto for the time being for the necessary approval to develop the IR in accordance
with the Accepted Proposal and furnish to the Lessor copies of all approvals and the final approved
plans.




1.9 ACCEPTED PROPOSAL



1.9.1 The Lessee shall be bound by the Accepted Proposal in all respects and shall not amend,
modify, or vary the Accepted Proposal in any respect without the prior written approval of the
Lessor and where applicable, the approvals of the Competent Authorities.



1.9.2 Subject to Clause 1.9.3, the Lessor shall approve the Lessee’s proposed amendment,
modification or variation of the Accepted Proposal if all the following conditions are met:





	 	(i)	 	the proposed amendment, modification or variation of the Accepted Proposal will
result in the development on the Land continuing to be, in the sole determination of
the Lessor (which shall be final and conclusive), an Integrated Resort as defined in
the Agreement;
	 
	 	(ii)	 	the proposed amendment, modification or variation of the Accepted Proposal will
not reduce the tourism appeal of the Integrated Resort, in the sole determination of
the Lessor (which shall be final and conclusive); and
	 
	 	(iii)	 	the proposed amendment, modification or variation of the Accepted Proposal
will not result in an increase in the GFA of the Integrated Resort over and above the
Permissible GFA.




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1.9.3 The Lessor shall have the absolute discretion to disapprove the Lessee’s proposed amendment,
modification or variation of the Accepted Proposal if all or any of the following conditions are
met:





	 	(i)	 	the proposed amendment, modification or variation of the Accepted Proposal will
result in the development on the Land being no longer, in the sole determination of the
Lessor (which shall be final and conclusive), an Integrated Resort as defined in the
Agreement;
	 
	 	(ii)	 	the proposed amendment, modification or variation of the Accepted Proposal will
reduce the tourism appeal of the Integrated Resort, in the sole determination of the
Lessor (which shall be final and conclusive); or
	 
	 	(iii)	 	the proposed amendment, modification or variation of the Accepted Proposal
will result in an increase in the GFA of the Integrated Resort over and above the
Permissible GFA.




1.9.4 The Lessor’s approval granted under Clause 1.9.2 may be subject to such terms and conditions,
which may include the payment by the Lessee of such charges and fees, as may be determined by the
Lessor.



1.9.5 After the approval of the Lessor has been granted, the Lessee shall also obtain the approvals
of all Competent Authorities which are required to be obtained for the proposed amendment,
modification or variation of the Accepted Proposal. If and when the approval of any Competent
Authority is granted, the Lessee shall comply with such terms and conditions as may be imposed by
the Competent Authority and shall also submit a copy of such approval to the Lessor for its
information.



1.9.6 In addition to the above, the Lessee shall not, at any time during the Lease Term without the
prior written approval of the Lessor and where applicable, the Competent Authorities:





	 	(i)	 	make any change or revision to the Key Attractions whether in the type of
use(s) or the operator(s) or in any manner which in the reasonable opinion of the
Lessor will constitute a deviation from the Accepted Proposal; or
	 
	 	(ii)	 	make any change or revision to the Accepted Proposal for the part of the IR at
the Bayfront Promontory if such change or revision may result in a change of the type
of use(s) or the operator(s) of such part of the IR or of any attraction thereon or
the facilities therein.




The Lessor’s approval may be granted upon such terms and conditions as the Lessor may in its
absolute discretion think fit and subject to the payment of such charges and fees as the Lessor may
impose.




1.10 CONSTRUCTION



1.10.1 The Lessee shall Commence Construction on the Land within three (3) years from the Effective
Date and Complete the IR with one hundred per cent (100%) of the Proposed GFA being built, and
procure:





	 	(i)	 	in relation to a single phase development, the issue of the TOP by the
Competent Authority for the whole of the IR, within eight (8) years from the Effective
Date or such extended period as may reasonably be allowed in writing by the Lessor; and
	 
	 	(ii)	 	in the case of a development in phases, the issue of the TOP by the Competent
Authority for the First Phase of such development, within eight (8) years from the
Effective Date or such extended period as may reasonably be allowed in writing by the
Lessor.




1.10.2 Where, pursuant to the Planning Parameters, any part of the IR or any item of works is
required to be Completed earlier than the period of eight (8) years from the Effective Date
provided in Clause 1.10.1, the provisions of the Planning Parameters shall, in accordance with
Clause 1.2, prevail and the Lessee shall Complete such part of the IR or such item of works within
such earlier period or date as specified in the Planning Parameters.



1.10.3 The Lessee shall do all acts necessary to obtain the CSC for the IR and shall produce copies
of the CSC to the Lessor when issued.



1.10.4 The Lessee shall ensure that all materials, fittings, equipment and workmanship utilised in
carrying out the construction of the IR:





	 	(i)	 	are of a quality commensurate with an international class integrated resort complex;

	 
	 	(ii)	 	comply with standards specified in the Accepted Proposal; and
	 
	 	(iii)	 	comply with the provisions of Building Control Act and all other laws and
regulations applicable to the construction of the IR relevant to the materials,
fittings, equipment or workmanship.




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1.10.5 The Lessor and its officers or agents or any person authorized by the Lessor with or without
workmen and others shall at all reasonable times be permitted to enter upon the Land to view the
state and progress of the construction works and for any other reasonable purposes.



1.10.6 The Lessee shall at all times, apply for, obtain and keep valid and subsisting all and any
other licences, permission, permits, approvals or consents that may be required by Law in respect
of the use of the Land and/or for the operation of the IR.



1.10.7 No consent or approval to any plans, elevations or specifications given by the Lessor (in
pursuance of this Lease) shall place upon the Lessor any responsibility in respect of any defect in
the works carried out or otherwise howsoever.




1.11 INFRASTRUCTURE WORKS AND LTA AGREEMENT



1.11.1 The Lessee shall construct, complete and maintain (except where expressly provided for
otherwise) all such infrastructure works as provided in the Planning Parameters and in accordance
with all the requirements set out therein, such as access roads to the Land, all walkways (whether
boundary, covered, underground pedestrian, high-level pedestrian links or otherwise), promenades,
buildings and installations on the Land as may be required in relation to the RTS and the
connection of the RTS to the Land and all such car parks as may be necessary to accommodate the
operation of the IR and in particular, the Lessee shall undertake and comply with the following:





	 	(i)	 	CST Structure
	 
	 	 	 	The Lessee shall, at its own cost and expense, design and build within the Land the
CST Structure and integrate the IR development and the CST and shall:






	 	(a)	 	permit the Government and URA and any person authorised by the
Government or the URA with or without workmen and others to have access to and
use of the CST Structure at all times without any charge, payment, hindrance,
obstruction or restriction whatsoever to inspect, install, operate, maintain,
repair or improve any plant, equipment, machinery, cables, pipes, lines and
other facilities housed or to be housed within the CST Structure, and/or to
carry out any temporary or permanent works as may be necessary to render the
CST Structure safe, secure, functional and operational;
	 
	 	(b)	 	undertake not to enter or allow any person to enter the CST
Structure except with the prior written approval of the Government or the URA;
	 
	 	(c)	 	at its own cost and expense maintain and keep in good repair,
including waterproofing, the structural shell of the CST Structure;
	 
	 	(d)	 	ensure at all times that the CST Structure is not damaged in
any way and its use and operation unaffected by any works or activity being or
to be carried out within the Land; and
	 
	 	(e)	 	not demolish or carry out any works, alteration or addition to
or within any part of the CST Structure except with the prior written approval
of the Government or the URA.






	 	(ii)	 	DCS Spaces
	 
	 	 	 	The Lessee shall, at its own costs and expense, build and provide the DCS Spaces for
the installation and operation of the DCS or part thereof and shall:






	 	(a)	 	permit the DC Licensee with or without workmen and others to
have access to and the use of the DCS Space at all times, without any charge,
payment, hindrance, obstruction or restriction whatsoever for the purpose of
installation, operation, maintenance, repair or improvement of the DCS and
activities related thereto;
	 
	 	(b)	 	undertake not to enter or allow any person to enter the DCS
Spaces except with the prior written approval of the DC Licensee;
	 
	 	(c)	 	at its own cost and expense, maintain and keep in good repair,
including waterproofing, the structure of the DCS Spaces;




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	 	(d)	 	ensure at all times that the DCS Spaces are not damaged in any
way and the use and operation of any plant, machinery or equipment therein is
unaffected by any works or activity being or to be carried out within the Land;
and
	 
	 	(e)	 	not demolish or carry out any works, alteration or addition to
or within any part of the DCS Space except with the prior written approval of
the Lessor and the DC Licensee.






	 	(iii)	 	Land reclamation
	 
	 	 	 	Where the Lessee with the written approval of the Lessor and/or the Competent
Authorities carries out any reclamation of land in the construction and development
of the IR, the Lessee shall at its own cost and expense throughout the Lease Term:






	 	(a)	 	maintain the seawall / revetment and any foreshore structures
as part of the IR; and
	 
	 	(b)	 	ensure and maintain the structural integrity of the new seawall
/ revetment and foreshore structures.




1.11.2 Where such infrastructure works as provided above in Clause 1.11.1 are required to be
carried out on State land the Lessee shall obtain all necessary consents or temporary occupation
licences of the Competent Authorities to enter into and/or use the State land and shall complete
all such works in accordance with the Planning Permission.



1.11.3 The Lessee shall keep all open spaces or areas on the Land designated or required by the
Competent Authorities for public use or access in clean hygienic condition and open to the public
at all times twenty-four (24) hours a day and shall provide members of the public reasonable means
of access to and from such open spaces, public access roads, public facilities and amenities in the
vicinity of the Land.



1.11.4 Pursuant to the LTA Agreement, the Lessee shall throughout the Lease Term, perform, observe
and comply with the LTA Land Conditions and acknowledges and covenants with the Lessor that the
burden of the LTA Land Conditions shall run with the Land. For the avoidance of doubt, the Lessee
shall grant the following easements and rights over the Land in favour of the Lessor and/or LTA or
its successors, assigns and all the owners and occupiers for the time being of the State Lot and
persons authorised by them as appurtenant to the State Lot (as defined in the LTA Land Conditions)
for the Lease Term:





	 	(i)	 	the right at all times by day or night to pass and repass on foot only across
and along such portion of the Land as would be necessary for reasonable access to and
from the escalators, lifts, stairs, stairways and lift lobbies by the Lessor, LTA,
persons authorised by the Lessor and/or LTA, commuters using the station and members
of the public for ingress and egress to and from the Land without any charge, payment,
hindrance or restriction;
	 
	 	(ii)	 	the right at all times on giving not less than seven (7) days’ notice
together with reasonable particulars of the proposed statement of works (except in the
case of emergency when prior notice only shall be required to be given) to the Lessee
to enter onto the Land with or without workmen and others and with or without
materials and specialist services and to enter with vehicles onto any part of the Land
that is normally accessible to vehicles to inspect, clean, repair, maintain, renew,
remove, replace, paint and restore the walls, entrances and exits of any of LTA’s
escalators, lifts, fire escapes, stairs, stairways, lift lobbies sited along the
boundary of the Land and the State Lot;
	 
	 	(iii)	 	the right to install cables, pipes, ducts, wires, sewers and channels in, on
and under the Land and to maintain and use the cables, pipes, ducts and channels for
free and uninterrupted passage or provision of air, drainage, gas, garbage
artificially heated or cooled air, water, electricity, telecommunications, data and
other utilities and services (including telephone, radio and television services) to
and from the Land;
	 
	 	(iv)	 	the right at any time on giving not less than seven (7) days’ notice together
with reasonable particulars of the proposed statement of works (except in the case of
emergency when prior notice only shall be required to be given) to enter the Land with
or without workmen, appliances, equipment and materials to inspect, clean, repair,
maintain, renew, remove and replace LTA’s cables, pipes, ducts, wires, sewers and
channels;
	 
	 	(v)	 	the right to enter upon any portion of the Land to lay and forever retain all
columns, foundations, beams, walls and other structures and any structural elements
that support, uphold and maintain the State Lot and the structures thereon (hereinafter
referred to as “the Lessee’s Structural Elements”) (the costs of such laying to be
apportioned as agreed or failing agreement,




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	 	 	 	apportioned fairly between LTA and Lessee if the Lessee’s Structural Elements or any
part thereof also support the Land or any structures therein or thereon);






	 	(vi)	 	the right of subjacent and lateral support and protection of the State Lot and
every part thereof from the Land and the Lessee’s Structural Elements for the purpose
of supporting upholding and maintaining the State Lot and the Structures thereon;
	 
	 	(vii)	 	the right at all times on giving not less than seven (7) days’ notice (except
in the case of emergency when prior notice only shall be required to be given) to the
Lessee to enter onto the Land with or without workmen and others and with or without
materials and specialist services and to enter with vehicles onto any part of the Land
that is normally accessible to vehicles to inspect and where necessary, upon
consultation with the Lessee or such persons licensed or authorised by the Lessee,
repair and maintain the Lessee’s Structural Elements at the costs and expenses of the
Lessee Provided Always that nothing in this covenant shall place or be deemed to place
on the LTA or the owner for the time being of the State Lot any obligation to carry out
any repair and maintenance of the Lessee’s Structural Elements;
	 
	 	(viii)	 	the right at all times to have any structure constructed by LTA on, above or under
the Land or part thereof for the operation of the RTS supported, upheld and maintained
by the soil and subsoil of such lands.




1.11.5 The Lessee for itself and its successors and permitted assigns with the intent and so that
the rights and covenants hereinafter contained shall run with and be binding upon the Land into the
hand of whomsoever the Land may come and shall ensure for the benefit of the whole of the State Lot
or any part or parts thereof and so that the covenants and conditions shall as far as practicable
be enforceable by the Lessor and/or LTA, its successor or assigns, or the owners and occupiers for
the time being of the State Lot or any part or parts thereof covenants that the Lessee shall :





	 	(i)	 	maintain in good order and condition at its own cost and expense all the
foundations, columns, beams, supports, walls, lobbies, corridors, stairs, lifts,
escalators, entrances and exits and other forms and means of access in or on the Land
and the structures erected or to be erected on the Land, central and appurtenant
installations for services such as power, light, gas, air-conditioning, compressors,
ducts, sewerage pipes, electrical cables and in general all apparatus and installations
located within the Land and existing for the use and support of the buildings or
structures or any part thereof on such parts of the Land as would be necessary for
access to and from the State Land;
	 
	 	(ii)	 	not maim, injure or deface or do or permit or suffer anything to be done
(whether of a temporary or permanent nature) that in any way impairs the structural
integrity of the Structures or that has the direct or indirect effect of withdrawing or
lessening the shelter, support or protection now or hereafter given or afforded by the
Land and the buildings thereon to the State Lot and the Structures thereon;
	 
	 	(iii)	 	give not less than seven (7) days’ notice together with reasonable particulars
of the proposed statement of works to LTA and/or the owners and occupiers for the time
being of the State Lot before carrying out any repairs or works on the Land or to the
buildings thereon that may affect the State Lot, the Structures thereon, the Lessee’s
Structural Elements or any part thereof;
	 
	 	(iv)	 	make good immediately any damage caused to any part of the Lessee’s Structural
Elements by the Lessee, his servants, agents, contractors, licensees or invitees;
	 
	 	(v)	 	not do or permit or suffer anything to be done anything on the Land which has
the direct or indirect effect of damaging the State Lot and/or the Structures or
obstructing or interfering with the operations taking place within the State Lot and/or
quiet enjoyment of the owners or occupiers of the Structures on the State Lot or any
part thereof;
	 
	 	(vi)	 	not subject or permit or suffer to be subjected any part of the floor, wall,
ceiling or roof or any part of any structure or building on the Land to a live load or
superimposed accidental and dead load exceeding those approved by the relevant
Competent Authorities or as the relevant Competent Authorities may prescribe unless
otherwise agreed to by the Lessor and/or LTA and subject to the approval of the
relevant Competent Authorities to be obtained by the Lessee;
	 
	 	(vii)	 	not do or permit or suffer to be done anything (whether of a temporary or
permanent nature) that in any way damages, weakens or endangers the structural
integrity of all floors in the Land above the State Lot;
	 
	 	(viii)	 	not do or permit or suffer to be done anything on the Land which has the direct or
indirect effect of damaging the Stratum;




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	 	(ix)	 	not obstruct any part of the Land over which rights of way are hereby reserved
to the Lessor and/or LTA the owners and the occupiers for the time being of the State
Lot and persons authorised by the Lessor and/or LTA as appurtenant to the State Lot
including all implied ancillary rights and obligations reasonably necessary to make the
right of way effective;
	 
	 	(x)	 	not transfer, assign, lease or dispose of the Land or any part thereof without
procuring from the transferees, assignees or other persons of the Land or any part
thereof a covenant for the benefit of the owners for the time being of the State Lot or
any part thereof to observe and perform the covenants contained in this Lease,
including the present covenant;
	 
	 	(xi)	 	permit the Lessor and /or LTA or its successors, assigns and all the owners and
occupiers for the time being of the State Lot and persons authorised by them without
charge to enter the Land to erect, install and maintain facilities of public utility
eg. automated banking and other transaction machines, advertisement panels,
advertisements, postboxes, public telephones, public toilets etc. including utilities
and services necessary and incidental to the operation or maintenance of said
facilities eg. water and electricity and to permit members of the public to access said
facilities on such part of the Land as would be necessary for access to and from the
Land onto the State Land (for the avoidance of doubt, the Lessor and/or LTA or its
successors, assigns and all the owners and occupiers for the time being of the State
Lot and persons authorised by them shall not be responsible to maintain said
facilities, utilities and services);
	 
	 	(xii)	 	grant and maintain a public right of way at all times over such parts of the
Land as would be necessary for or which have been constructed for the purpose of access
to and from the State Land;
	 
	 	(xiii)	 	bear all the costs incurred or that may be incurred in performing their obligations
stipulated herein; and
	 
	 	(xiv)	 	if required by LTA or the owners for the time being of the State Lot, the
Lessee shall at the cost and expense of LTA or the owners, execute in favour of LTA and
the owners for the time being of the State Lot an assurance containing the above
easements and upon the agreement of the Lessee other rights and restrictive and other
covenants in such form as the LTA or the owners may require.





1.12 MANAGEMENT AND MAINTENANCE



1.12.1 The Lessee shall for the management and maintenance of the IR engage persons qualified or
having experience or trained in the operating and management of resorts of international standards
and shall at all times:





	 	(i)	 	manage and operate the IR as an integrated resort with its principal conceptual
theme being in accordance with the Accepted Proposal or such variations, modifications
or amendments as approved in accordance with this Lease;
	 
	 	(ii)	 	maintain and keep in a good and tenantable state of repair and condition all
structures, fixtures, statues and exhibits, and where such works shall require the
approval and consents of the Competent Authorities, the Lessee shall be obliged to
obtain the same; and
	 
	 	(iii)	 	make or cause to be made such capital improvements to the Land and/or the IR
and the Key Attractions from time to time as the Lessee may deem necessary but subject
always to the prior written approval of the Lessor, and where required by Law, the
prior written approval of the Competent Authorities.





1.13 CASINO



1.13.1 The Lessee shall locate the Casino only on the Designated Site pursuant to the Legislation
for a period of thirty (30) years from the Effective Date and such further period if granted
pursuant to Clause 1.13.7.



1.13.2 The Lessee shall be entitled to submit an application to the Regulator for the Casino
Licence after the Effective Date and at least three (3) months before the proposed opening of the
Casino. The Casino Licence shall be issued provided that:





	 	(i)	 	at least fifty percent (50%) of the Development Investment is paid or incurred
and evidenced by the External Auditors’ Confirmation; and
	 
	 	(ii)	 	such parts of the IR equivalent to not less than fifty percent (50%) of the
Proposed GFA, is Completed.




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1.13.3 The Regulator, in considering the Lessee’s application for the Casino Licence, may require
the compliance of all such conditions including but not limited to the following:





	 	(i)	 	all suitability checks are in order;
	 
	 	(ii)	 	location plans, floor plans and layout of the Casino are acceptable to the
Regulator; and
	 
	 	(iii)	 	the Lessee’s internal controls, systems and processes are robust and detailed
measures to comply with law and any other conditions as set out by the Regulator are
effective to meet the social and security requirements of the Regulator.




1.13.4 The Lessee shall comply with all the provisions of the Legislation relating to the conduct
and operations of the Casino.



1.13.5 The Lessee shall be entitled to engage for the operation of the Casino, any of its
subsidiary companies or a Management Agent appointed by the Lessee, subject always to the
provisions of the Legislation and to such Management Agreement being subjected to the prior written
approval of the Regulator. Except as herein provided in this clause, the Lessee shall not be
allowed to assign or in any manner whatsoever part with its rights to operate the Casino.



1.13.6 Notwithstanding that the Lessee may in accordance with Clause 1.13.5 engage other parties
whether its subsidiary company or a Management Agent to operate the Casino, the Lessee shall remain
liable to the Lessor in respect of all matters in relation to the IR.



1.13.7 The Lessee shall, not less than five (5) years prior to the expiry of the Concession Period,
give notice in writing to the Lessor on whether it wishes to seek a renewal of the Casino
Concession. The Casino Concession may be renewed for such duration as may be allowed and on such
terms as the Lessor deems appropriate, including but not limited to the requirements of the Lessor
for additional investments in the IR and/or monetary payments. Upon renewal, the Lessee shall apply
to the Regulator for a Casino Licence to commence gaming operations.



1.13.8 If on the ground of public interest the Casino Concession or the Casino Licence shall be
terminated by the Government, the Lessee shall be entitled to a fair compensation from the
Government. If there shall be any disagreement between the Lessee and the Government on the amount
of compensation, then such dispute shall be referred to arbitration in accordance with the Law.




1.14 LISTING





	 	 	 	The Lessee may seek a public listing before the first issuance of the Casino Licence provided :
	 
	 	(i)	 	the Lessee shall have stated in the Proposal its intention to seek a public
listing before the first issuance of the Casino Licence; and
	 
	 	(ii)	 	the Lessee shall have set out in the Proposal the consequential minimum
shareholding of each of the shareholders of the Lessee named in the Proposal upon the
public listing of the Lessee, up to the issuance of the Casino Licence.





1.15. ACCOUNTS AND REVIEW OF KEY ATTRACTIONS



1.15.1. To ensure that the IR remains a premium “must-visit” destination for leisure and business
visitors to Singapore, the Lessee shall, at all times throughout the Lease Term, ensure that the
Key Attractions be and remain attractive and appealing at all times during the Lease Term to the
prevailing consumer taste and keep the Lessor informed of the Gross Revenue of the Key Attractions
and provide to the Lessor in relation to Key Attractions for its review:





	 	(i)	 	annually, as soon as possible, and in any event within ninety days (90) days
after the end of each respective financial year, or such extended period of time as may
be approved by the Lessor in writing, audited accounts for that financial year
including a balance sheet and profit and loss accounts;
	 
	 	(ii)	 	as soon as available, and in any event within ninety (90) days after the end of
the first six (6) months of each financial year, unaudited profit and loss accounts as
at the end of and for the relevant six (6) month period;




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	 	(iii)	 	such information as set out in a format to be provided at a later date which
shall include the categorisation of revenue received under gaming and non-gaming
revenue in terms of the number of visitors and the amount of visitor expenditure to the
IR; and
	 
	 	(iv)	 	promptly, such additional material, financial or other information relating to
its business, assets, operations and condition (including, without limitation,
financial condition) as the Lessor may from time to time reasonably request.




1.15.2 If from any such review of the accounts or materials as aforesaid the Lessor is of the
opinion that any of the Key Attractions is, in relation to the market demands or conditions then
prevailing or current, required to be improved/updated/modernised/refurbished to keep up with the
market demands or conditions then prevailing or current, the Lessor shall notify the Lessee of such
its opinion and the Lessee shall thereupon propose for the Lessor’s consideration such remedial
measures as may be required to improve such Key Attraction. The Lessee shall undertake, at its own
cost and expense and within such period of time as may be reasonably stipulated by the Lessor, such
remedial proposal as may be approved by the Lessor, whether with or without amendments, so as to
bring the said Key Attraction to a state acceptable to the Lessor in terms of the number of
visitors expected in relation to the tourism objectives of the Lessor.



1.15.3 If the Lessee shall fail to carry out or shall fail to complete such remedial measures as
aforesaid to the satisfaction of the Lessor, then the Lessor shall give to the Lessee notice
requiring compliance by the Lessee within thirty (30) days after receipt of such notice or such
extended period as may be reasonably allowed by the Lessor. Any failure by the Lessee to comply
with the notice of the Lessor under this clause shall entitle the Lessor to deem it a
non-performance or non-observance of a material term of this Lease.




1.16. SUBDIVISION OF LAND AND STRATA SUBDIVISION OF BUILDING



1.16.1 The Lessee shall not subdivide the Land, except in respect of any part of the Land required
under the Planning Parameters to remain vested or to be vested in the Lessor and/or any Competent
Authorities.



1.16.2 Subject always to Clause 1.16.3, the Lessee shall not strata subdivide the buildings on the
Land, except with the prior written approval of the Lessor, which if given, may be subject to such
terms and conditions including the payment of charges and fees as may be determined by the Lessor
and (but not limited to) the condition that the CST Structure and DCS Spaces as well as any access
leading to or from the CST Structure and DCS Spaces shall form part of the common property of the
IR. For avoidance of doubt, any applications for proposed strata subdivision shall not be permitted
unless such proposed strata subdivision is on an en-bloc basis in respect of either (a) all retail
outlets or (b) all hotel components.



1.16.3 Notwithstanding any provisions herein, no strata subdivision shall be allowed during the
Exclusivity Period.




1.17 ASSIGNMENT OF LEASE



1.17.1 Except as provided in Clause 1.17.2 and Clause 1.18, the Lessee shall not, during the
Exclusivity Period, assign, demise, sell, transfer or otherwise dispose of or part with all its
estate interest and rights in this Lease and the Land or any part thereof.



1.17.2 The Lessee shall be entitled during the Lease Term to sublet, underlet or part with the
possession of and in the Land or the IR or any part thereof (provided that such sublease shall not
be regarded as a disposal of land or premises under Section 4 of the Planning Act, Cap. 232) for
any purposes in the course of its business, provided that:





	 	(i)	 	such subletting, underletting or parting with possession of the Land or the IR shall
not be for any part of the Land in its vacant or undeveloped state; and
	 
	 	(ii)	 	the Lessee shall always be the main party operating the IR.




For the avoidance of doubt, this provision shall not in any way allow the Lessee to subdivide the
Land.



1.17.3 After the expiry of the Exclusivity Period, the Lessee may, with the prior written approval
of the Lessor, assign, demise, sell, transfer or otherwise dispose of or part with all its estate
interest and rights in this Lease and the Land or any part thereof on terms and conditions to be
determined by the Lessor which shall include a condition that the assignee, purchaser, transferee
or person accepting the disposition shall be bound by and undertake to comply with and observe all
the terms and conditions of this Lease.




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1.18 RIGHT TO MORTGAGE



1.18.1 The Lessee shall be entitled with the prior written approval of the Lessor (such approval
not to be unreasonably withheld) to mortgage, charge or by any other means encumber the Land in
favour of an Approved Mortgagee, as security for any loan facilities or any other financing granted
in relation to the payment of the Land Premium and other sums as stated in Clause 4.1 of the
Development Agreement, the provision of the Security Deposit and/or the construction and operation
of the IR.



1.18.2 Where the Lessor’s prior approval is granted in respect of any mortgage or charge of the
Land, such approval shall be deemed to include a term that in the event of the Approved Mortgagee
in its capacity as mortgagee or chargee, exercising its power of sale of the Land, the Land shall
be sold only to a purchaser, whether a company or a person, approved by the Lessor.




1.19 STATE AND CONDITION



1.19.1 The Lessee shall be deemed to have notice of (i) the actual state and condition of the Land
including the platform level of the Land and matters as regards access, ingress and egress,
drainage and utility services affecting the Land and (ii) any easements, rights of way and all
other encumbrances, if any, affecting the Land and shall not raise any objection or requisition
whatsoever in respect thereof.



1.19.2 The Lessee shall at its own cost and expense remove any existing encroachment onto the
neighbouring lands and such removal shall be carried out during the construction works or as and
when required by the owners of the neighbouring lands affected by the said encroachment.




1.20 SURVEY



1.20.1 The Lessee shall at its own cost and expense engage a land surveyor registered with the Land
Surveyor Board under the Land Surveyors Act (Cap. 156) (hereinafter called “the registered land
surveyor”) to carry out the cadastral survey of the subterranean, air right and foreshore parcels
comprised together with the Land in accordance with the Land Surveyors (Conduct of Cadastral
Surveys) Rules and for the purpose of the cadastral survey, the Lessee shall ensure that the
registered land surveyor:





	 	(i)	 	carries out and completes the cadastral survey within six (6) months from
Completion of construction or on such other earlier or later date as the Chief
Surveyor may specify; and
	 
	 	(ii)	 	on completion of the cadastral survey, deposits the certified survey plan for
such subterranean, air right and foreshore parcels together with all relevant field
books, calculation sheets and survey data with the Land Survey Department of the SLA
for the approval of the Chief Surveyor.




1.20.2 The absence of any cadastral survey of such subterranean, air right and foreshore parcels
shall not be a ground for delay in payment of any monies due to the Lessor by the Lessee or a
refund of any monies to the Lessee.




1.21 SURRENDER OF LAND



1.21.1 The Lessee shall surrender to the Government or the relevant Competent Authorities free of
charge or any compensation:





	 	(i)	 	such part or parts of the Land as specified and in accordance with the terms
set out in the Planning Parameters; and
	 
	 	(ii)	 	any part or parts of the Land as may be required by them from time to time
whether for roads, drainage, or any public purpose as may be declared or notified to
the Lessee in a Notice by the Lessor or the relevant Competent Authorities and the
Lessee shall accept as conclusive evidence that such part or parts of the Land is or
are required for the purpose declared or notified.




1.21.2 Upon completion by the Lessee to the satisfaction of the LTA or the relevant Competent
Authority of any road (including pavements) within the Land in accordance with the approval of LTA
or the relevant Competent Authority, the Lessee shall surrender and vest to LTA free from
encumbrances and without the payment of any compensation, fee or charge such stratum of space,
within which such part of such road is constructed, as required by LTA or the relevant Competent
Authority may direct.




1.22 INSURANCE



1.22.1 The Lessee shall throughout the Lease Term insure and keep insured in the joint names of the
Lessee and the Lessor for their respective rights and interest all buildings, structures and
fixtures erected or to be


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erected on the Land from loss or damage by fire, flood and other risks and special perils
recommended by the Lessee’s insurers as being normally insured under a comprehensive policy
appropriate to buildings of the kind for the time being standing on the Land to the full insurable
value thereof with a respectable insurance office and to make all payments necessary for the above
purpose within such time frame as prescribed by the relevant insurance policy documents after the
same shall respectively become due and to produce to the Lessor on request the policy of such
insurance and the receipt of each such payment and the Lessor may require the Lessee to apply such
monies received by virtue of any such insurance to be laid out and expended in rebuilding and
reinstating all such buildings, all such existing and new structures and fixtures in accordance
with the Accepted Proposal with such variations or modifications as may be agreed upon by the
parties hereto and to make up for any deficiency out of the Lessee’s own monies. PROVIDED ALWAYS
that if the Lessee shall at any time fail to keep the Land insured as aforesaid, the Lessor may do
all things necessary to effect and maintain such insurance and any monies expended by the Lessor
for that purpose shall be repayable by the Lessee on demand and be recoverable forthwith by action.



1.22.2 The Lessee shall also effect and keep effected, and shall procure that each permitted
sub-contractor effects and maintains, at all times during the Lease Term, in the joint names of the
Lessee and the Lessor such insurances as the Lessor considers necessary in respect of the Lessee
and each permitted sub-contractor’s obligations and liabilities hereunder, for purposes of
protecting the Lessor and the Lessee (for their respective rights and interests) against any
liability whatsoever occasioned by accident on or about the Land or any appurtenances thereto,
including without limitation policies of (a) public liability insurance and (b) workmen’s
compensation insurance, with an insurance company, for such amounts and on such terms acceptable to
the Lessor. The Lessee shall ensure that the relevant insurance policies provide that it/they shall
be non-cancellable and not subject to reduction in coverage or policy amount except with the
Lessor’s prior written approval (which approval shall not be unreasonably withheld or delayed). The
Lessee shall provide written evidence of such insurance coverage to the Lessor and the receipt
evidencing payment of the premium in respect thereof, at least annually during the Lease Term and
at other times on the Lessor’s request. In the event that the recovery from public liability or
workmen compensation insurance or such other insurance as is required by the Lessor, is
insufficient to satisfy the claims for loss, damages, costs and expense, the Lessee shall indemnify
and keep the Lessor fully indemnified of such claims.



1.22.3 Notwithstanding Clause 1.22.1 and Clause 1.22.2 herein, where the Lessee mortgages, charges
or by any other means encumbers the Land and/or all buildings, structures and fixtures erected or
to be erected on the Land in favour of an Approved Mortgagee, as security for any loan facilities
or financing granted in relation to any aspect of the development of the IR, the Lessor agrees that
any insurance effected pursuant to Clause 1.22.1 and/or Clause 1.22.2 may be effected in the joint
names of the Lessor, the Lessee and the Approved Mortgagee. In respect of the moneys received on
any such insurance (whether effected by the Approved Mortgagee and/or the Lessee) of the Land
and/or all buildings, structures and fixtures erected or to be erected on the Land, the Lessor
shall have the absolute discretion to determine the application of the moneys received on any such
insurance (whether effected by the Approved Mortgagee and/or the Lessee), towards:





	 	(i)	 	making good the loss or damage in respect of the Land and/or all buildings,
structures and fixtures erected or to be erected on the Land, in each case in
accordance with the Accepted Proposal with such variations or modifications as may be
agreed upon by the parties hereto; and/or
	 
	 	(ii)	 	the discharge of the loan facilities or financing granted by the Approved
Mortgagee in relation to the payment of the Land Premium and other sums as stated in
Clause 4.1 of the Development Agreement, the provision of the Security Deposit and/or
the construction and operation of the IR.





1.23 PROPERTY TAX, OUTGOINGS AND UTILITIES





	 	 	 	The Lessee shall, as from the Effective Date:
	 
	 	(i)	 	discharge and pay all rates, property taxes and assessments and outgoings
whatsoever charged or imposed upon the Land; and
	 
	 	(ii)	 	pay all charges (including any taxes thereon) in respect of the supply of
electricity, water and gas, telecommunication services, storm water drains, refuse
disposal services and all other services supplied to the Land, to the relevant body or
authority supplying such services, including connections to and within the Land and the
installation of incoming power panel, and any other incoming service meters required by
the relevant authorities.





1.24 INDEMNITY




          The Lessee shall indemnify and keep indemnified the Lessor from and against all actions,
claims, demands, losses, damages, costs and expenses for which the Lessor shall be or become liable
in respect of or arising out of or in connection with:




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	 	(i)	 	any damage to the Land; or
	 
	 	(ii)	 	any loss, damage or injury from any cause whatsoever to property or person
caused or contributed to by the use of the Land by the Lessee or occurring on the Land
or occasioned or contributed to by any act, omission, negligence, breach or default of
the Lessee or any servant, agent, sub-tenant, invitee of the Lessee or any other person
claiming through or under the Lessee.





1.25 LEGAL COSTS



1.25.1 The Lessee shall on and before the Effective Date pay all legal and other professional and
technical fees and expenses on a full indemnity basis incurred by the Lessor in connection with the
preparation, finalisation and completion of the RFP, the Development Agreement and this Lease
(including the Stamp Duty on the Development Agreement and this Lease and the registration fees on
this Lease) and in respect of all matters incidental thereto or arising therefrom or in connection
therewith.



1.25.2. The Lessee shall forthwith pay on demand:





	 	(i)	 	all costs and fees including legal and other professional fees and costs on a
full indemnity basis incurred by the Lessor in connection with the enforcement of the
terms and conditions of this Lease and in respect of all matters incidental thereto or
arising therefrom;
	 
	 	(ii)	 	any amount imposed, or charged by any Government or any Competent Authorities,
statutory or tax authority as GST on any sum or sums due to or payable to the Lessor
under this Lease and a statement from the Lessor to the Lessee of the amount payable
shall be conclusive of the amount of such GST due and as to the Lessee’s liability
therefor; and
	 
	 	(iii)	 	all costs and expenses in obtaining all licences, permissions, approvals and
consents that may be required by the Lessor and the Competent Authorities for the
purpose of the construction, development and establishment of the IR and all matters
incidental thereto.




2. AND it is hereby agreed between the Lessor and the Lessee as follows:



2.1 Notwithstanding anything herein contained, the Lessor shall be entitled from time to time and
at all reasonable times during the Lease Term to enter upon the Land to inspect its state and
condition and to view the operations of the IR. If in the opinion of the Lessor there is a breach
or shortcoming of standards in the operation of the IR, the Lessor may after such inspection, serve
upon the Lessee a written notice of any such breach or shortcoming and require the Lessee forthwith
to remedy such breach or shortcoming and if the Lessee shall not within thirty (30) days after
receipt of such notice or such extended period as may be reasonably allowed by the Lessor proceed
diligently to remedy the breach or shortcoming, then the Lessor shall be entitled to enter upon the
Land and take such steps as may be necessary to remedy the breach or shortcoming, the cost thereof
shall be a debt due from the Lessee to the Lessor and shall be paid forthwith on demand by the
Lessee to the Lessor and shall forthwith be recoverable by action.



2.2 The Lessor shall, at the cost of the Lessee, appoint such External Auditors to undertake the
auditing and certification of the expenditure by the Lessee towards the Development Investment for
the duration of the development of the IR, such auditing to be conducted on a progressive basis.
The External Auditors shall be entitled to engage all such professionals or consultants as they
deem necessary to enable them to undertake the auditing and certification, and all costs and
expenses incurred by the External Auditors in undertaking the auditing and certification, including
the costs and expenses of engaging all such other professionals or consultants as may be deemed
necessary by the External Auditors, shall be borne by the Lessee and paid on demand being made by
the Lessor or the External Auditors. A letter from the Lessor certifying the costs and expenses
incurred shall be final and conclusive.



2.3 No royalty shall be reserved to the Head Lessor (as described in the Development Agreement)
under Section 7(1)(a) of the State Lands Act (Cap 314) for granite, sand, clay, laterite, red
earth, iron stone, gravel or puddle (hereinafter called “the Excluded Mines and Minerals”) found in
or upon the Land if the following conditions are all met:





	 	(i)	 	the Excluded Mines and Minerals are removed, extracted or excavated by the
Lessee for the purpose of any development or redevelopment of the Land; and
	 
	 	(ii)	 	the said removal, extraction or excavation is directly incidental to and
reasonably necessary for the development of the IR on the Land.




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3. The Lessor HEREBY COVENANTS with the Lessee that the Lessee duly performing and observing the
covenants conditions and agreements on the part of the Lessee hereinbefore contained and agreements
shall and may peaceably and quietly hold and enjoy the Land for the Lease Term without any
interruption from the Lessor or from any persons lawfully claiming through under or in trust for
the Lessor.




4. EVENTS OF DEFAULT



4.1 PROVIDED ALWAYS that the Lessor shall have the full right and liberty to re-enter upon and take
possession of the Land and to determine the Lease Term subject to the provisions of Clause 4.3 and
Clause 4.4 upon the happening of any of the following events which is an Event of Default:





	 	(a)	 	the Lessee fails to perform and observe any material term or condition on its
part contained herein and such non-performance and non-observance shall continue for
more than thirty (30) days or such extended period as may be reasonably allowed by the
Lessor, after the receipt by the Lessee of the Lessor’s written notice requiring
compliance by the Lessee;
	 
	 	(b)	 	the Lessee fails to perform and observe the provisions of Clause 1.9.6 and
Clause 1.10.1;
	 
	 	(c)	 	any monies payable hereunder or any part thereof shall remain unpaid for a
period of thirty (30) days after the Lessor has made written demand for payment of the
same or such extended period as may be reasonably allowed by the Lessor;
	 
	 	(d)	 	the Lessee enters into any composition or arrangement with or for the benefit
of its creditors;
	 
	 	(e)	 	the Lessee is placed under voluntary administration or causes a meeting of its
creditors to be summoned for the purpose of placing it under voluntary administration;
	 
	 	(f)	 	an order is made for the winding up or dissolution without winding up or an
effective resolution is passed for the winding up of the Lessee unless the winding up
or dissolution is for the purposes of reconstruction or amalgamation and the scheme for
reconstruction or amalgamation with or without modification has been first approved by
the Lessor, which approval shall not be unreasonably withheld;
	 
	 	(g)	 	a receiver or a judicial manager is appointed of the assets or undertaking or
any part thereof of the Lessee or the holder of any encumbrance takes possession of
such assets or undertaking or any part thereof; or
	 
	 	(h)	 	any event occurs which, under the law of any relevant jurisdiction, has an
analogous or equivalent effect to any of the events specified in this clause.




4.2 The Lessee shall immediately give notice to the Lessor if it becomes aware of an event which
may lead to an Event of Default.



4.3 The Lessor shall not terminate this Lease until it has first given a notice to the Lessee
specifying the Event of Default and requiring the Lessee, within a reasonable period as specified
in the notice, being not less than thirty (30) days, either:





	 	(i)	 	to remedy the default; or
	 
	 	(ii)	 	in the case of an Event of Default which is not capable of being remedied, to
pay to the Lessor at its option an amount it finds acceptable in the exercise of
reasonable judgement by way of compensation for the default;




and the Lessee has failed within the time specified in the notice, or such further time as the
Lessor may agree, to comply with the notice, in which case the Lessor may by notice in writing to
the Lessee, terminate this Lease in accordance with the following provisions:





	 	(i)	 	the Lessor shall have full right power and authority to re-enter upon and
resume possession of the Land or any part thereof and the IR and any other structure on
the Land and thereupon this Lease shall forthwith cease and determine;
	 
	 	(ii)	 	all monies which have previously been paid to the Lessor by the Lessee and/or
any other payment hereunder shall be forfeited and shall belong to the Lessor;




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	 	(iii)	 	the IR or any completed part thereof and all materials thereat or on the Land
shall belong to the Lessor absolutely;
	 
	 	(iv)	 	the Lessor shall be entitled to deal with the Land and the IR on such terms and
conditions as the Lessor shall think fit (including but not limited to the re-disposal
of the Land and any interest therein in the IR, whether or not the construction has
already commenced or completed as if this Lease has never been entered into with the
Lessee and whether by public auction, private treaty or by tender subject to such
conditions and generally in such manner as the Lessor may in its discretion think fit)
and without compensation or whatsoever to the Lessee; and
	 
	 	(v)	 	the determination of the Lease Term and this Lease shall be without prejudice
to any right of action or other remedy of the Lessor for the recovery of any payments
hereunder already due to the Lessor from the Lessee or in respect of any subsisting
breach of any term covenant or condition on the part of the Lessee herein contained.




4.4 If by reason of any breach or default hereunder the Lessor shall be entitled to terminate this
Lease, where the Lessee has with the approval of the Lessor mortgaged the Land and its rights and
benefits under this Lease, the Lessor agrees not to exercise such right of termination forthwith
unless:





	 	(i)	 	the Lessor has given notice in writing to the Approved Mortgagee, stating that
it has become entitled to terminate this Lease and stating the reason or reasons it has
become so entitled;
	 
	 	(ii)	 	a period of thirty (30) days has elapsed following the giving of that notice
and the Approved Mortgagee has not within that period of thirty (30) days by notice in
writing to the Lessor agreed and undertaken to rectify the defaults or matters by
reason of which the Lessor has become so entitled;
	 
	 	(iii)	 	if the Approved Mortgagee, who has agreed and undertaken to rectify the
defaults or matters by reason of which the Lessor has become entitled to terminate this
Lease, has failed within a further period of thirty (30) days after that period of
thirty (30) days (or such longer period as may be allowed by the Lessor) to rectify the
said defaults or other matters; and
	 
	 	(iv)	 	the Approved Mortgagee, has not (if the Lessor so directs by notice in writing
to the mortgagee) appointed a receiver and manager or receivers and managers of the
Land (but this paragraph (iv) shall not apply if the Approved Mortgagee, has on a
previous occasion appointed a receiver and manager or receivers and managers whose
appointment has not been terminated).





          PROVIDED ALWAYS that the provisions of this clause shall not apply if the Lessor shall have
become entitled to terminate this Lease on more than one previous occasion in any period of three
(3) years after the Lessee has assigned or mortgaged its rights or benefits under this Lease.




5. YIELDING UP



5.1 Subject to Clause 5.2, upon the expiry or earlier determination of the Lease Term, the Lessee
shall yield up and surrender to the Lessor without the payment of any compensation or other sum,
the Land together with all buildings, structures, appurtenances, alterations, additions, structural
changes or improvements thereon, in good and tenantable state of repair and condition and in a
clean and sanitary order and condition.



5.2 Immediately prior to the expiry or earlier determination of the Lease Term, the Lessee shall if
so required by the Lessor, at the Lessee’s own costs and expenses, remove all buildings,
structures, appurtenances, alterations, additions, structural changes or improvements thereon and
all other works built or carried out on, under or within the demised land, and in such case to
restore the demised land to its state as at the commencement of the Lease Term, in default of which
the Lessor may, without prejudice to the Lessor’s other rights, proceed to do the same and all cost
and expenses incurred by the Lessor shall recoverable from and repayable by the Lessee forthwith on
demand.



5.3 In the event that the Lessee fails to remove any of its movable properties at the expiry or
sooner determination of the Lease Term, the Lessor shall be entitled to remove, dispose or
otherwise use it for the Lessor’s own purposes. The Lessee shall be liable to pay such costs for
removal and disposal and shall not be entitled to any claim whatsoever in respect to the property
disposed or used by the Lessor.



6. AND it is hereby further agreed between the Lessor and the Lessee as follows:




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6.1 Neither party shall be liable for any loss or damage suffered or incurred by the other party
arising from the first party’s delay in performing or failure to perform its obligations hereunder
to the extent that and for so long as such delay or failure results from any event of Force
Majeure, provided the same arises without the fault or negligence of the affected party and the
affected party notifies the other party within two (2) Business Days of becoming aware of the same
of such event of Force Majeure and the manner and extent to which its obligations are likely to be
prevented or delayed. Each party shall use its reasonable endeavours to minimise the effects of any
event of Force Majeure.



6.2 No length of time or of enjoyment of the Lessee of the Land or the buildings, structures and
fixtures thereon shall enure to give a right to the Lessee to retain the Land or any part thereof
or to deprive the Lessor in any way of any rights of the Lessor to exercise its powers under the
law as reversionary owner of the Land and of the buildings, structures and fixtures thereon.



6.3 No variation or waiver of, or any consent to any departure by a party from, a provision of this
Lease is of any force or effect unless it is confirmed in writing signed by the parties and then
that variation, waiver or consent is effective only to the extent for which it is made or given.



6.4 No failure, delay, forbearance, relaxation or indulgence on the part of the Lessor in
exercising any of the conditions of this Lease nor the granting of time by the Lessor shall in any
way affect, diminish, restrict or prejudice the rights and powers of the Lessor herein or be deemed
to be a waiver of any of the conditions herein or the Lessor’s rights hereunder or under general
law in respect of the subsequent exercise by the Lessor in respect of the same.



6.5 All notices or other communication of any nature whatsoever under this Lease shall be made by
facsimile, letter or otherwise in writing and shall be sent to a party at the facsimile number or
the address of that party set out below (or at such other address as may be notified in writing by
that party to the other party from time to time):



The Lessor :

SINGAPORE TOURISM BOARD

1 Orchard Spring Lane

Singapore 247729



Attention: Ms Margaret Teo

               Director, Integrated Resorts Division

Fax : (65) 6738 9956



The Lessee:

MARINA BAY SANDS PTE LTD

No. 9 Raffles Place

#12-01 Republic Plaza

Singapore 048619



Attention: Mr George Tanasijevich

                General Manager

Fax : (65) 6533 4909



6.6 Any notice or communication shall be deemed to be received:





	 	(i)	 	if sent by prepaid post, on the date of actual receipt;
	 
	 	(ii)	 	if delivered by hand; on the date of delivery; and
	 
	 	(iii)	 	if sent by facsimile and a correct and complete transmission report for that
transmission is obtained by the sender, upon transmission if transmission takes place
on a business day before 4:00 pm in the place to which the communication is
transmitted and in any other case on the business day next following the day of
transmission.




6.7 If any provision of this Lease is invalid and not enforceable in accordance with its terms,
other provisions which are self sustaining and capable of separate enforcement with regard to the
invalid provision, are and continue to be valid and enforceable in accordance with their terms.



6.8.1 The Approved Mortgagee is an approved third party beneficiary and has the right to rely upon
and enforce for its benefit the rights set out in Clause 1.18.2, Clause 1.22 and Clause 4.4.




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6.8.2 Subject to Clause 6.8.1, the terms and provisions of this Lease are intended for the benefit
of the Lessor (including the Government and the Competent Authorities), the Lessee and their
respective successors or permitted assigns, and it is not the intention of the parties to confer
third party beneficiary rights upon any other person. Subject to Clause 6.8.1, a person who is not
a party to this Lease shall have no right under the Contracts (Rights of Third Parties) Act (Cap.
53B) to enforce or enjoy the benefit of any of its terms.



6.9 The Lessee accepts that the gaming industry will not be exempt from the provisions of the
Competition Act 2004 (Act 46 of 2004).



6.10 This Lease is governed by and is to be construed in accordance with the laws of Singapore and
the parties submit to the exclusive jurisdiction of the courts of Singapore.




	 	 	 	 	 	 	 	 	 
	DATE OF LEASE

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTION BY LESSOR

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of SINGAPORE

	 	 	)	 	 	 	 	 
	TOURISM BOARD was hereunto

	 	 	)	 	 	 	 	 
	affixed in presence of:-

	 	 	)	 	 	 	 	 






_____________________________________ Chairman




 




 




_____________________________________ Director




	 	 	 	 	 	 	 	 	 
	EXECUTION BY LESSEE

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	The COMMON SEAL of MARINA

	 	 	)	 	 	 	 	 
	BAY SANDS PTE LTD was hereunto

	 	 	)	 	 	 	 	 
	affixed in the presence of :

	 	 	)	 	 	 	 	 






____________________________________ Director




 




 




____________________________________ Director / Secretary




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SIMILAR INTEREST CERTIFICATE



I, the Solicitor for the Lessee hereby certify that the interest of the Lessee is similar to that
in Caveat                                         .




	 	 	 	 	 
	Name of Solicitor

	 	:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Signature

	 	:	 	 
	 

	 	 	 	 





CERTIFICATE OF CORRECTNESS



I, the Solicitor for the Lessor hereby certify that this instrument is correct for the purposes of
the Land Titles Act and that I hold a Practising Certificate which is in force as at the date of
the instrument.




	 	 	 	 	 
	Name of Solicitor

	 	:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Signature

	 	:	 	 
	 

	 	 	 	 




I, the Solicitor for the Lessee hereby certify that this instrument is correct for the purposes of
the Land Titles Act and that I hold a Practising Certificate which is in force as at the date of
the instrument.




	 	 	 	 	 
	Name of Solicitor

	 	:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Signature

	 	:	 	 
	 

	 	 	 	 





47


	 	 	 	 	 	 	 	 	 	 	 
	 	 	Initialled by
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	STB
	 	 	 	 	 	 	 	Sands
	 

	 	 	 	 
	 	 	 	 	 	 













 






FOR OFFICE USE ONLY




	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	EXAMINED

	 	 	REGISTERED ON	 	 	 
	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 
	 	Date:

	 	 	Initials of

Signing Officer
	 	REGISTRAR OF TITLES	 
	 	 	 	 	 	 





DONALDSON & BURKINSHAW

Established 1874

Advocates & Solicitors

Notaries Public

Commissioners for Oaths

Agents for Trade Marks, Patents & Designs

24 Raffles Place #15-00

Clifford Centre

Singapore 048621



(Ref. ATBL/VW/S.050079)





48


	 	 	 	 	 	 	 	 	 	 	 
	 	 	Initialled by
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	STB
	 	 	 	 	 	 	 	Sands