exv10w1



 







Exhibit 10.1




Execution Version




CREDIT AGREEMENT




DATED AS OF MAY 25, 2006




AMONG




VML US FINANCE LLC,

as the Borrower,




VENETIAN MACAU LIMITED,

as the Company,




THE LENDERS LISTED HEREIN,

as Lenders,




GOLDMAN SACHS CREDIT PARTNERS L.P., LEHMAN BROTHERS INC., and

CITIGROUP GLOBAL MARKETS, INC.,

as Co-Syndication Agents, Joint Lead Arrangers and Joint Bookrunners,




THE BANK OF NOVA SCOTIA,

as Administrative Agent,




and




BANCO NACIONAL ULTRAMARINO, S.A. and

SUMITOMO MITSUI BANKING CORPORATION

as Co-Documentation Agents





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	Section 1. Definitions
	 	 	2	 
	1.1 Certain Defined Terms
	 	 	2	 
	1.2 Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement
	 	 	60	 
	1.3 Other Definitional Provisions and Rules of Construction
	 	 	61	 
	1.4 Exchange Rates
	 	 	61	 
	Section 2. Amounts and Terms of Commitments and Loans
	 	 	62	 
	2.1 Commitments; Making of Loans; the Register; Notes
	 	 	62	 
	2.2 Interest on the Loans
	 	 	68	 
	2.3 Fees.
	 	 	72	 
	2.4 Repayments, Prepayments and Reductions in Commitments; General Provisions Regarding Payments
	 	 	73	 
	2.5 Use of Proceeds
	 	 	81	 
	2.6 Special Provisions Governing Eurodollar Rate Loans and HIBOR Rate Loans
	 	 	82	 
	2.7 Increased Costs; Taxes; Capital Adequacy
	 	 	85	 
	2.8 Obligation of Lenders to Mitigate
	 	 	88	 
	2.9 Incremental Facilities
	 	 	89	 
	2.10 Swing Line Loans
	 	 	91	 
	Section 3. Letters of Credit
	 	 	93	 
	3.1 Issuance of Letters of Credit and Lenders’ Purchase of Participations Therein
	 	 	93	 
	3.2 Letter of Credit Fees
	 	 	96	 
	3.3 Drawings and Reimbursement of Amounts Paid Under Letters of Credit
	 	 	97	 
	3.4 Obligations Absolute
	 	 	99	 
	3.5 Indemnification; Nature of Issuing Lenders’ Duties
	 	 	100	 
	3.6 Increased Costs and Taxes Relating to Letters of Credit
	 	 	101	 
	Section 4. Conditions to Credit Extensions
	 	 	102	 
	4.1 Conditions to the Occurrence of the Closing Date
	 	 	102	 
	4.2 Additional Conditions to Loans on or after the Closing Date
	 	 	116	 
	4.3 Conditions to Letters of Credit
	 	 	117	 






i









 





TABLE OF CONTENTS
(Continued)





	 	 	 	 	 
	 	 	Page
	Section 5. Representations and Warranties
	 	 	118	 
	5.1 Organization, Powers, Qualification, Good Standing, Business and Subsidiaries
	 	 	118	 
	5.2 Authorization of Borrowing, etc.
	 	 	119	 
	5.3 Financial Condition and Financial Plan
	 	 	120	 
	5.4 No Material Adverse Change; No Default
	 	 	120	 
	5.5 Title to Properties; Liens; Real Property
	 	 	120	 
	5.6 Litigation; Adverse Facts
	 	 	122	 
	5.7 Payment of Taxes
	 	 	122	 
	5.8 Performance of Agreements; Materially Adverse Agreements; Material Contracts
	 	 	122	 
	5.9 Governmental Regulation
	 	 	123	 
	5.10 Securities Activities
	 	 	123	 
	5.11 Employee Benefit Plans
	 	 	123	 
	5.12 No Fees or Commissions
	 	 	124	 
	5.13 Environmental Protection
	 	 	124	 
	5.14 Employee Matters; Acts of God
	 	 	125	 
	5.15 Solvency
	 	 	126	 
	5.16 Matters Relating to Collateral
	 	 	126	 
	5.17 Sufficiency of Interests, Project Documents and Permits
	 	 	127	 
	5.18 Employment Agreements
	 	 	127	 
	5.19 Accuracy of Information
	 	 	127	 
	Section 6. Affirmative Covenants
	 	 	128	 
	6.1 Financial Statements and Other Reports
	 	 	128	 
	6.2 Corporate Existence, etc.
	 	 	135	 
	6.3 Payment of Taxes and Claims; Tax Consolidation
	 	 	135	 
	6.4 Maintenance of Properties; Insurance; Application of Net Loss Proceeds
	 	 	136	 
	6.5 Inspection; Lender Meeting
	 	 	137	 
	6.6 Compliance with Laws, etc.; Permits
	 	 	137	 
	6.7 Environmental Covenant
	 	 	138	 
	6.8 Material Contracts
	 	 	141	 
	6.9 Discharge of Liens
	 	 	142	 






ii









 




TABLE OF CONTENTS
(Continued)



	 	 	 	 	 
	 	 	Page
	6.10 Further Assurances
	 	 	142	 
	6.11 Future Subsidiaries or Restricted Subsidiaries
	 	 	146	 
	6.12 FF&E
	 	 	147	 
	6.13 Interest Rate Protection
	 	 	148	 
	6.14 Actions Regarding Cotai Strip Excluded Subsidiaries and Additional Development Excluded Subsidiaries
	 	 	148	 
	6.15 Intercompany Contribution Agreement
	 	 	149	 
	6.16 Four Seasons Budget
	 	 	149	 
	6.17 Deposits of Revenues and Other Amounts
	 	 	150	 
	Section 7. Borrower’s Negative Covenants
	 	 	150	 
	7.1 Indebtedness
	 	 	150	 
	7.2 Liens and Related Matters
	 	 	153	 
	7.3 Investments; Joint Ventures; Formation of Subsidiaries
	 	 	154	 
	7.4 Contingent Obligations
	 	 	158	 
	7.5 Restricted Payments
	 	 	159	 
	7.6 Financial Covenants
	 	 	160	 
	7.7 Restriction on Fundamental Changes; Asset Sales and Acquisitions
	 	 	161	 
	7.8 Sales and Lease-Backs
	 	 	165	 
	7.9 Sale or Discount of Receivables
	 	 	166	 
	7.10 Transactions with Shareholders and Affiliates
	 	 	166	 
	7.11 Disposal of Subsidiary Stock
	 	 	168	 
	7.12 Conduct of Business
	 	 	168	 
	7.13 Certain Restrictions on Entering Into and Amending Certain Documents
	 	 	169	 
	7.14 Consolidated Capital Expenditures
	 	 	171	 
	7.15 Casino and Gaming Restrictions
	 	 	172	 
	7.16 Fiscal Year
	 	 	173	 
	7.17 Excluded Subsidiaries
	 	 	173	 
	7.18 Horizontal Properties
	 	 	175	 
	Section 8. Events of Default
	 	 	176	 
	8.1 Failure to Make Payments When Due
	 	 	176	 
	8.2 Default under Other Indebtedness or Contingent Obligations
	 	 	176	 
	8.3 Breach of Certain Covenants
	 	 	176	 






iii









 




TABLE OF CONTENTS
(Continued)



	 	 	 	 	 
	 	 	Page
	8.4 Breach of Warranty
	 	 	176	 
	8.5 Other Defaults Under Loan Documents
	 	 	177	 
	8.6 Involuntary Bankruptcy; Appointment of Receiver, etc.
	 	 	177	 
	8.7 Voluntary Bankruptcy; Appointment of Receiver, etc.
	 	 	177	 
	8.8 Judgments and Attachments
	 	 	178	 
	8.9 Dissolution
	 	 	178	 
	8.10 Employee Benefit Plans
	 	 	178	 
	8.11 Change in Control
	 	 	178	 
	8.12 Failure of Guaranty; Repudiation of Obligations
	 	 	178	 
	8.13 Default Under or Termination of Project Documents
	 	 	179	 
	8.14 Default Under or Termination of Permits
	 	 	180	 
	8.15 Default Under or Repudiation of Sponsor Agreement
	 	 	180	 
	8.16
Conforming Adelson L/C.
	 	 	180	 
	8.17 Expropriation; Change in Law
	 	 	180	 
	8.18 Loss of Concessions
	 	 	.181	 
	8.19 Loss of Performance Bond or Guaranty
	 	 	.182	 
	Section 9. Agents and Arrangers
	 	 	184	 
	9.1 Appointment
	 	 	184	 
	9.2 Powers and Duties; General Immunity
	 	 	185	 
	9.3 Representations and Warranties; No Responsibility for Appraisal of Credit Worthiness
	 	 	187	 
	9.4 Right to Indemnity
	 	 	187	 
	9.5 Successor Administrative Agent and Swing Line Lender
	 	 	188	 
	9.6 Collateral Documents and Guaranty
	 	 	188	 
	9.7 Intercreditor Agreements and Disbursement Agreement
	 	 	189	 
	9.8 Appointment of Arrangers
	 	 	190	 
	9.9 The Co-Syndication Agents
	 	 	190	 
	9.10 The Co-Documentation Agents
	 	 	190	 
	Section 10. Miscellaneous
	 	 	191	 
	10.1 Assignments and Participations in Loans
	 	 	191	 
	10.2 Expenses
	 	 	195	 
	10.3 Indemnity
	 	 	196	 






iv









 




TABLE OF CONTENTS
(Continued)




	 	 	 	 	 
	 	 	Page
	10.4 Set-Off; Security Interest in Deposit Accounts
	 	 	197	 
	10.5 Ratable Sharing
	 	 	197	 
	10.6 Amendments and Waivers
	 	 	198	 
	10.7 Certain Matters Affecting Lenders
	 	 	200	 
	10.8 Independence of Covenants
	 	 	201	 
	10.9 Notices
	 	 	201	 
	10.10 Survival of Representations, Warranties and Agreements
	 	 	202	 
	10.11 Failure or Indulgence Not Waiver; Remedies Cumulative
	 	 	202	 
	10.12 Marshalling; Payments Set Aside
	 	 	202	 
	10.13 Severability
	 	 	203	 
	10.14 Obligations Several; Independent Nature of Lenders’ Rights
	 	 	203	 
	10.15 Headings
	 	 	203	 
	10.16 Applicable Law
	 	 	203	 
	10.17 Successors and Assigns
	 	 	203	 
	10.18 Consent to Jurisdiction and Service of Process
	 	 	203	 
	10.19 Waiver of Jury Trial
	 	 	204	 
	10.20 Confidentiality
	 	 	205	 
	10.21 Counterparts; Effectiveness
	 	 	205	 
	10.22 USA
Patriot Act.
	 	 	206	 
	10.23 Electronic Execution of Assignments
	 	 	206	 
	10.24 Judgment Currency
	 	 	206	 
	10.25 English
	 	 	207	 
	10.26 Gaming Authorities
	 	 	208	 






v









 





SCHEDULES




	 	 	 
	2.1
	 	Lenders’ Commitments, Pro Rata Shares, Notice Information
	4.1V(viii)
	 	Permits
	5.1A
	 	Jurisdiction of Organizations
	5.1C
	 	Form and Ownership of the Company
	5.1D
	 	Subsidiaries of the Company
	5.2
	 	Governmental Consents
	5.5
	 	Property and Material Leases
	5.6
	 	Litigation
	5.7
	 	Taxes
	5.8
	 	Material Contracts
	5.11
	 	Employee Benefit Plans
	5.12
	 	Fees & Commissions
	5.13
	 	Environmental Matters
	5.16B
	 	Required Recordations
	7.1
	 	Existing Indebtedness
	7.2
	 	Liens Existing on the Closing Date
	7.3
	 	Investments Existing on the Closing Date
	7.7
	 	Leases Existing on the Closing Date
	7.10
	 	Affiliate Transactions
	9.7
	 	Administrative Agent’s Disbursement Discretion






vi









 






	 	 	 
	EXHIBITS
	A-1
	 	Form of Local Term Note
	A-2
	 	Form of Term B Delayed Draw Note
	A-3
	 	Form of Term B Funded Note
	A-4
	 	Form of Revolving Note
	A-5
	 	Form of Swing Line Note
	 
	 	 
	B-1
	 	Form of Borrowing Notice
	B-2
	 	Form of Issuance Notice
	B-3
	 	Form of Conversion/Continuation Notice
	 
	 	 
	C-1
	 	Form of Closing Certificate
	C-2
	 	Form of Compliance Certificate
	C-3
	 	Form of Financial Condition Certificate
	 
	 	 
	D-1
	 	Form of Assignment Agreement
	D-2
	 	Form of Joinder Agreement
	 
	 	 
	E-1
	 	Form of Floating Charge
	E-2
	 	Form of Security Agreement
	E-3-I
	 	Form of Macau Disbursement Collateral Account Agreement (Borrower)
	E-3-II
	 	Form of Macau Operating Collateral Account Agreement (Each Loan Party)
	E-4
	 	Form of US Collateral Account Agreement
	E-5
	 	Form of Pledge Over Intellectual Property
	E-6
	 	Form of Mortgage
	E-7
	 	Form of Pledge Over Gaming Equipment and Utensils
	E-8
	 	Form of Assignment of Insurances
	E-9
	 	Form of Assignment of Reinsurances
	E-10-I
	 	Form of Assignment of Rights (Company)
	E-10-II
	 	Form of Assignment of Rights (Other Loan Party)
	E-11
	 	Form of Land Security Assignment
	E-12
	 	Form of Livranca
	E-13
	 	Form of Livranca Side Letter
	E-14
	 	Form of Power of Attorney
	E-15-I
	 	Form of Hong Kong Disbursement Collateral Account Agreement (Borrower)
	E-15-II
	 	Form of Hong Kong Operating Collateral Account Agreement (Each Loan Party)
	 
	 	 
	F
	 	Form of Guaranty
	 
	 	 
	G-1
	 	Form of Insurance Advisor’s Closing Date Certificate
	G-2
	 	Form of Construction Consultant’s Closing Date Certificate
	G-3
	 	Form of Insurance Broker’s Closing Date Certificate
	 
	 	 
	H-1
	 	Form of Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP
	H-2
	 	Form of Opinion of Dr. Jorge Valente






vii









 






	 	 	 
	H-3
	 	Form of Opinion of Deacons
	H-4
	 	Form of Opinion of Lionel Sawyer & Collins
	H-5
	 	Form of Opinion of Walkers
	 
	 	 
	I
	 	Form of Disbursement Agreement
	 
	 	 
	J
	 	Form of IP License
	 
	 	 
	K-1
	 	Gaming Concession Consent
	K-2
	 	Sand Macao Land Concession Consent
	 
	 	 
	L
	 	[Intentionally Omitted]
	M
	 	Form of Sponsor Agreement
	N
	 	Form of Collateral Agency Agreement
	O
	 	Insurance Requirements
	P
	 	Cotai Plan
	Q
	 	Schedule of Security Filings
	R
	 	Form of Subordination and Non-Disturbance Agreement
	S
	 	Form of Intercompany Contribution Agreement







viii









 








CREDIT AGREEMENT




     This CREDIT AGREEMENT is dated as of May 25, 2006 and entered into by and among VML US FINANCE
LLC a Delaware limited liability company (the “Borrower”), VENETIAN MACAU LIMITED, a Macau
corporation (the “Company”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each
individually referred to herein as a “Lender” and collectively as the “Lenders”), THE BANK OF NOVA
SCOTIA (“Scotia Capital”), as administrative agent for the Lenders (in such capacity, the
“Administrative Agent”), BANCO NACIONAL ULTRAMARINO, S.A. (“BNU”) and SUMITOMO MITSUI BANKING
CORPORATION (“Sumitomo”) as co-documentation agents for the Lenders (in such capacity, the
“Co-Documentation Agents”), and GOLDMAN SACHS CREDIT PARTNERS L.P. (“Goldman”), LEHMAN BROTHERS
INC. (“Lehman Brothers”), and CITIGROUP GLOBAL MARKETS, INC. (“Citi”) as co-syndication agents for
the Lenders (in such capacity, the “Co-Syndication Agents”), and Joint Lead Arrangers and Joint
Bookrunners (in such capacity, the “Arrangers”).



R E C I T A L S




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



     WHEREAS, the Cotai Subsidiary intends to design, develop, construct and own (a) the Venetian
Macao Overall Project (other than the associated casino which will be owned by the Company) and (b)
the Four Seasons Macao Overall Project (other than the associated casino which will be owned by the
Company), in each case on land leased from Macau SAR pursuant to the Venetian Macao Land Concession
Contract;



     WHEREAS, the Cotai Subsidiary intends to (a) operate the Venetian Macao Overall Project (other
than the associated casino which will be operated by the Company pursuant to the Gaming
Sub-Concession Contract) and (b) enter into the Four Seasons Macao Operation, Maintenance and
Management Agreement pursuant to which Four Seasons Hotels and Resorts, Inc. (or another comparable
hotel management company) will operate, maintain and manage the Four Seasons Macao Overall Project
(other than the associated casino which will be operated, maintained and managed by the Company
pursuant to the Gaming Sub-Concession Contract);



     WHEREAS, the Company intends to design, develop, own and operate the Casino Operation Projects
(which represent casinos in resorts located on the Cotai Strip and which casinos will be owned and
operated by the Company pursuant to the Gaming Sub-Concession Contract);



     WHEREAS, the Company intends to design, develop and construct certain infrastructure along the
Cotai Strip pursuant to authorizations to be granted by the government of Macau SAR;



     WHEREAS, the Borrower and the Company desire to enter into this Agreement in order to provide
the Borrower with the Facilities such that the proceeds thereof can be utilized in accordance with
and subject to the conditions set forth herein to (a) pay the Refinanced Debt on



 









 







the Closing Date, (b) fund certain Accounts as set forth in the Disbursement Agreement on the
Closing Date, (c) pay on the Closing Date fees and expenses incurred in connection with the
establishment of this Agreement and the other transactions related hereto, (d) finance certain
Project Costs, (e) finance all or a portion of the land concession payments under the Venetian
Macao Land Concession Contract and certain other land concession payments, and (f) provide funds
for general corporate purposes of the Loan Parties;



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



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



     NOW, THEREFORE, the parties hereto agree as follows:



     Section 1. Definitions.



     1.1
Certain Defined Terms.



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



     “Active Projects” is defined in the Disbursement Agreement.



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



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



     “Adelson” means Sheldon G. Adelson, an individual.



     “Adjusted Eurodollar Rate” means, for any Interest Period, an interest rate per annum equal to
the rate per annum obtained by dividing (a) the rate per annum (rounded upwards if necessary, to
the nearest 1/100 of 1%) as published by Reuters as an average British Bankers Association Interest
Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period)
with a term equivalent to such Interest Period, determined as of approximately 11:00 A.M. (London
time) two Business Days before the first of such Interest Period (provided



2









 







that, if for any reason such rate does not appear on such service or such service shall not be
available, the term “Adjusted Eurodollar Rate” shall mean the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) equal to the rate determined by the Administrative Agent to
be the offered rate on such other page or other service that displays an average British Bankers
Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such
Interest Period) with a term equivalent to such Interest Period, determined as of approximately
11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period) by (b) a
percentage equal to 100% minus the Eurodollar Rate Reserve Percentage for such interest Period. At
the Borrower’s request, the Administrative Agent will provide the Borrower with identifying
information with respect to the page or service so employed.



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



     “Administrative Agent’s Fee Letter” means the fee letter, dated as of December 2, 2005, among
the Administrative Agent and the Borrower.



     “Advance Request” is defined in the Disbursement Agreement.



     “Affected Lender” is defined in subsection 2.6C.



     “Affected Loans” is defined in subsection 2.6C.



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



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



     “Aggregate Amounts Due” is defined in subsection 10.5.



3









 





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



     “Applicable Margin” means, subject to, in the case of Term B Loans, increases pursuant to
Section 2.9, (i) on or prior to the Venetian Macao Completion Date, (A) for Swing Line Loans and
other Loans accruing interest as Base Rate Loans, 1.75%, (B) for Revolving Loans or Term B Loans
accruing interest as Eurodollar Rate Loans, 2.75%, and (C) for Local Term Loans accruing interest
as HIBOR Rate Loans, 2.75%, (ii) from the commencement of the first Interest Period following the
Venetian Macao Completion Date, (A) for Loans accruing interest as Base Rate Loans, 1.50%, (B) for
Revolving Loans or Term B Loans accruing interest as Eurodollar Rate Loans, 2.50%, and (C) for
Local Term Loans accruing interest as HIBOR Rate Loans, 2.50%, and (iii) (A) in the case of
Revolving Loans (including Swing Line Loans) and Local Term Loans, at all times after the first
Interest Payment Date following the Venetian Macao Completion Date, and (B) in the case of Term B
Delayed Draw Loans, at all times following the one-year anniversary of the first Interest Payment
Date following the Venetian Macao Completion Date, the applicable percentage set forth below
corresponding to the relevant Consolidated Leverage Ratio:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Applicable	 	 
	 	 	 	 	 	 	 	 	 	 	Margin For	 	Applicable
	 	 	Applicable	 	Applicable	 	Swing Line	 	Margin For
	 	 	Margin For Base	 	Margin For	 	Loans, Base Rate	 	Eurodollar Rate
	Consolidated	 	Rate Term B	 	Eurodollar Rate	 	Revolving Loans	 	Revolving Loans
	Leverage	 	Delayed Draw	 	Term B Delayed	 	and Local Term	 	and HIBOR Local
	Ratio	 	Loans	 	Draw Loans	 	Loans	 	Term Loans
	Greater than 3.0:1.0
	 	 	1.50	%	 	 	2.50	%	 	 	1.50	%	 	 	2.50	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Greater than
2.0:1.0 but less
than or equal to
3.0:1.0
	 	 	1.25	%	 	 	2.25	%	 	 	1.25	%	 	 	2.25	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Greater than
1.5:1.0 but less
than or equal to
2.0:1.0
	 	 	1.25	%	 	 	2.25	%	 	 	1.00	%	 	 	2.00	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	less than or equal
to 1.5:1.0
	 	 	1.25	%	 	 	2.25	%	 	 	0.75	%	 	 	1.75	%






4









 





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




     “Applied Amount” is defined in subsection 2.4B(iv)(b)(1).



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



     “Architectural Services Agreements” is defined in the Disbursement Agreement.



     “Arrangers” is defined in the preamble.



     “Asset Sale” means the sale by any Loan Party to any Person of (a) any of the stock of any of
such Person’s direct Subsidiaries, (b) substantially all of the assets of any division or line of
business of any Loan Party, or (c) any other assets (whether tangible or intangible) of any Loan
Party (other than (i) inventory or goods sold in the ordinary course of business; (ii) sales,
transfers or other dispositions permitted by subsections 7.7 (ii), (iii), (iv), (v), (vi), (vii),
(ix), (x), (xi), (xii), (xiii), (xiv), (xvii), (xxi) or (xxii); or (iii) any other assets to the
extent that the fair market value of such assets sold during any Fiscal Year is less than or equal
to $3,000,000).



     “Assignment Agreement” means an Assignment Agreement in substantially the form of Exhibit
D-1 annexed hereto.



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



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



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



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



5









 





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



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



     “Base Capital Expenditures Amount” means, for each Fiscal Year or portion thereof (pro rated
for the number of calendar days in such partial Fiscal Year) an amount determined according to the
following chart:



	 	 	 	 	 
	Level	 	Consolidated Leverage Ratio	 	Base Capital Expenditures Amount
	I
	 	4.0:1.0 or greater	 	$20,000,000
	II
	 	Less than 4.0:1.0 but greater than or equal to 3.0:1.0	 	$70,000,000
	III
	 	Less than 3.0:1.0 but greater than or equal to 2.5:1.0	 	$120,000,000
	IV
	 	Less than 2.5:1.0	 	Unlimited






, where the Consolidated Leverage Ratio is tested as of the last day of the preceding Fiscal Year
and on the last day of each of the first, second, and third Fiscal Quarters of such current Fiscal
Year (each such test date, a “Base Capex Determination Date” for such Fiscal Year);
provided that (i) each of the dollar amounts set forth on the chart above shall
automatically increase by $10,000,000 upon the initial drawing of New Term Loans or the initial
entering into of New Revolving Loan Commitments pursuant to subsection 2.9 and, subject to the
additional increase contemplated in clause (ii), at all times thereafter, and (ii) each of the
dollar amounts set forth on the chart above shall automatically increase by an additional
$10,000,000 (in addition to the increase contemplated in clause (i) above) upon the initial drawing
of New Term Loans or the initial entering into of New Revolving Loan Commitments in an amount of
$400,000,001 or more in the aggregate pursuant to subsection 2.9, and at all times thereafter. If
(a) in any Fiscal Year, a Level above Level I is applicable, and (b) a lower Level becomes
applicable on a subsequent Base Capex Determination Date in such Fiscal Year, and (c) the
Consolidated Capital Expenditures already made in such Fiscal Year exceed the Maximum Consolidated
Capital Expenditures Amount permitted by the Level achieved on such subsequent Base Capex
Determination Date (or would be exceeded by a Consolidated Capital Expenditure to be made after
such subsequent Base Capex Determination Date), the Maximum Consolidated Capital Expenditures
Amount shall not be deemed to have been exceeded and no Potential Event of Default or Event of
Default under subsection 7.14 shall be deemed to have occurred based on such expenditures (provided
such expenditures would be permitted assuming such Level was maintained throughout the applicable
Fiscal Year), provided that no additional Consolidated Capital Expenditures are made in any
later Fiscal Quarter in that Fiscal Year in excess of 50% of the Maximum Consolidated Capital
Expenditures Amount permitted by the lower Level then achieved pro rata for the number of calendar
days remaining in such Fiscal Year (unless and until a higher Level is achieved in such Fiscal
Year, in which case the permitted amount of Consolidated Capital Expenditures in the remainder of
such Fiscal Year shall be the Maximum




6









 







Consolidated Capital Expenditures Amount permitted by such higher Level then achieved (pro rata for
the number of calendar days remaining in such Fiscal Year)). Subject to the preceding and for the
avoidance of doubt, Consolidated Capital Expenditures made in any Fiscal Quarter may not assume
that a Level higher than the Level reached at the most recent Base Capex Determination Date will be
attained at a subsequent Base Capex Determination Date.




     “Base Rate” means, at any time, the higher of (a) the Prime Rate or (b) the rate which is 1/2
of 1% in excess of the Federal Funds Effective Rate.



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



     “Borrower” is defined in the preamble.



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



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



     “Capital Lease” as applied to any Person, means any lease of any property (whether real,
personal or mixed) by that Person as lessee that, in conformity with GAAP, is accounted for as a
capital lease on the balance sheet of that Person. For purposes of this Agreement and each other
Loan Document, the amount of a Person’s obligation under a Capital Lease shall be the capitalized
amount thereof, determined in accordance with GAAP, and the stated maturity thereof shall be the
date of the last payment of rent or any other amount due under such lease prior to the first date
upon which such lease may be terminated by the lessee without payment of a premium or a penalty.



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



     “Cash Equivalents” means (a) Dollars, HK Dollars and Macau Patacas, (b) (i) direct obligations
of the United States (including obligations issued or held in book-entry form on the books of the
Department of the Treasury of the United States) or obligations fully guaranteed by the United
States, (ii) obligations, debentures, notes or other evidence of indebtedness issued or



7









 







guaranteed by any other agency or instrumentality of the United States, (iii) interest-bearing
demand or time deposits (which may be represented by certificates of deposit) issued by banks
having general obligations rated (on the date of acquisition thereof) at least “A” or the
equivalent by S&P or Moody’s (together with their respective successors and with any other
nationally recognized credit rating agency if neither of such corporations is then currently rating
the pertinent obligations, a “Rating Agency”) or, if not so rated, secured at all times, in the
manner and to the extent provided by law, by collateral security in clause (i) or (ii) of this
definition, of a market value of no less than the amount of monies so invested, (iv) commercial
paper rated (on the date of acquisition thereof) at least “A-1” or “P-1” or the equivalent by any
Rating Agency issued by any Person, (v) repurchase obligations for underlying securities of the
types described in clause (i) or (ii) above, entered into with any commercial bank or any other
financial institution having long-term unsecured debt securities rated (on the date of acquisition
thereof) at least “A” or “A2” or the equivalent by any Rating Agency in connection with which such
underlying securities are held in trust or by a third-party custodian, (vi) guaranteed investment
contracts of any financial institution which has a long-term debt rated (on the date of acquisition
thereof) at least “A” or “A2” or the equivalent by any Rating Agency, (vii) obligations (including
both taxable and non-taxable municipal securities) issued or guaranteed by, and any other
obligations the interest on which is excluded from income for Federal income tax purposes issued
by, any state of the United States or District of Columbia or the Commonwealth of Puerto Rico or
any political subdivision, agency, authority or instrumentality thereof, which issuer or guarantor
has (A) a short-term debt rated (on the date of acquisition thereof) at least “A-1” or “P-1” or the
equivalent by any Rating Agency and (B) a long-term debt rated (on the date of acquisition thereof)
at least “A” or “A2” or the equivalent by any Rating Agency, (viii) investment contracts of any
financial institution either (A) fully secured by (1) direct obligations of the United States, (2)
obligations of a Person controlled or supervised by and acting as an agency or instrumentality of
the United States or (3) securities or receipts evidencing ownership interest in obligations or
special portions thereof described in clause (1) or (2), in each case guaranteed as full faith and
credit obligations of the United States, having a market value at least equal to 102% of the amount
deposited thereunder, or (B) with long-term debt rated (on the date of acquisition thereof) at
least “A” or “A2” or the equivalent by any Rating Agency and short-term debt rated (on the date of
acquisition thereof) at least “A-1” or “P-1” or the equivalent by any Rating Agency, (ix) a
contract or investment agreement with a provider or guarantor (A) which provider or guarantor is
rated (on the date of acquisition thereof) at least “A” or “A2” or the equivalent by any Rating
Agency (provided that if a guarantor is a party to the rating, the guaranty must be
unconditional and must be confirmed in writing prior to any assignment by the provider to any
subsidiary of such guarantor), (B) providing that monies invested shall be payable to the
Administrative Agent without condition (other than notice) and without brokerage fee or other
penalty, upon not more than two Business Days’ notice for application when and as required or
permitted under the Collateral Documents, and (C) stating that such contract or agreement is
unconditional, expressly disclaiming any right of setoff and providing for immediate termination in
the event of insolvency of the provider and termination upon demand of the Administrative Agent
(which demand shall only be made at the direction of the Borrower) after any payment or other
covenant default by the provider, or (x) any debt instruments of any Person which instruments are
rated (on the date of acquisition thereof) at least “A,” “A2,” “A-1” or “P-1” or the equivalent by
any Rating Agency, provided that in each case of clauses (i) through (x), such investments
are denominated in Dollars and maturing not more than 13 months



8









 







from the date of acquisition thereof; (c) investments in any money market fund which is rated
(on the date of acquisition thereof) at least “A” or “A2” or the equivalent by any Rating Agency;
(d) investments in mutual funds sponsored by any securities broker-dealer of recognized national
standing having an investment policy that requires substantially all the invested assets of such
fund to be invested in investments described in any one or more of the foregoing clauses and having
a rating of at least “A” or “A2” or the equivalent by any Rating Agency; (e) investments in both
taxable and nontaxable (i) periodic auction reset securities which have final maturities between
one and 30 years from the date of issuance and are repriced through a Dutch auction or other
similar method every 35 days or (ii) auction preferred shares which are senior securities of
leveraged closed end municipal bond funds and are repriced pursuant to a variety of rate reset
periods, in each case having a rating (on the date of acquisition thereof) of at least “A” or “A2”
or the equivalent of any Rating Agency; or (f) short-term investments denominated in HK Dollars or
Macau Patacas approved by the Administrative Agent in its reasonable discretion.



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



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



     “Casino Operation Project Capital Expenditures Amount” means, as to any Casino Operation
Project, for each Fiscal Year beginning with the Fiscal Year in which the applicable Casino
Operation Project Opening Date occurs, $5,000,000.



     “Casino Operation Project Opening Date” means, for any Casino Operation Project, the Opening
Date for such Project.



     “Change of Control” means (i) any sale, pledge or other transfer (excluding any transfer of
Securities by Adelson for the purposes of providing estate planning and gifts reasonably acceptable
to the Administrative Agent) of Securities whereby (a) Adelson and/or his Affiliates or Related
Parties cease to own, directly or indirectly, at least 35% of the voting Securities of the Parent,
(b) any Person or group of related Persons (other than Adelson and/or his Affiliates or Related
Parties), owns directly or indirectly, a greater percentage of the voting Securities of the Parent
than Adelson and/or his Affiliates or Related Parties, (c) the Parent ceases to own (either
directly or indirectly) 100% of the common equity interests of the Company (subject to the
applicable Usufruct Agreement and mandatory minority shareholder requirements in accordance with
Legal Requirements of Macau SAR); or (d) the Company ceases to own directly or indirectly 100% of
the equity Securities of each other Loan Party, each Cotai Strip Excluded Subsidiary, and each
Restricted Subsidiary thereof (subject to applicable Usufruct Agreements and mandatory minority
shareholder requirements in accordance with Legal Requirements of Macau SAR, and subject to the
Permitted 10% Equity Sale); or (ii) a “Change of Control” (or similar term), as defined in any
other instrument evidencing Indebtedness of any Loan Party or



9









 







any of their respective Subsidiaries, the Parent, Las Vegas Sands LLC or Venetian Casino
Resorts, LLC in excess of $75,000,000, shall occur.



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



     “Closing Company Equity Contribution” means all cash available to any Loan Party on the
Closing Date prior to the funding of any Loans hereunder, other than the amount certified by the
Company on the Closing Date to be necessary to continue operations at the Sands Macao Casino
(including On-Site Cash, an amount for reserves equal to five percent (5%) of the revenues
generated by the Sands Macao Casino during the calendar month immediately preceding the Closing
Date, and cash outflows reasonably estimated by the Company to be paid by the Loan Parties during
the next thirty calendar days in accordance with the Loan Documents), which calculated amount shall
in no event be less than $1,000,000.



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



     “Closing Date” means the date on which all conditions set forth in Section 4.1 have been
satisfied and the funding of the Local Term Loans and Term B Funded Loans occurs.



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



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



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



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



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



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



10









 





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



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



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



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



     “Company” is defined in the preamble.



     “Company Equity Account” is defined in the Disbursement Agreement.



     “Completion” is defined in the Disbursement Agreement.



     “Completion Date” is defined in the Disbursement Agreement.



     “Completion Proceeds” is defined in subsection 2.4B(iii)(f)(2).



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



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



     “Conforming Adelson L/C” means an unconditional, direct pay letter of credit which (a) is
obtained by Adelson or one of his Affiliates (but not a Loan Party), (b) either (i) has an
expiration date of not less than twenty-four months or (ii) has an expiration date of not less than
twelve months with an automatic extension of one twelve month period unless the issuer of such
letter of credit gives the Administrative Agent not less than sixty days prior written notice that
it will not renew the letter of credit for such successive term, (c) either (i) is irrevocable or
(ii) provides that the issuer will deliver not less than sixty days prior written notice to the



11









 







Administrative Agent of its intention to revoke such letter of credit, (d) is issued by a
financial institution acceptable to the Administrative Agent in its reasonable judgment and (e) is
otherwise in form and substance acceptable to the Administrative Agent in its reasonable judgment,
provided that any such letter of credit shall only qualify as a Conforming Adelson L/C if
it states that it may be drawn upon by the Administrative Agent and applied in accordance with the
terms of this Agreement upon the occurrence of any Conforming Adelson L/C Draw Event, and
provided further that neither the Company nor any other Loan Party shall have any
obligations (contingent or otherwise) in respect of any such letter of credit or any reimbursement
agreement applicable thereto.



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



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



     “Consolidated Adjusted EBITDA” means, for any period, the sum of the amounts (without
duplication) for such period of (a) Consolidated Net Income, (b) Consolidated Interest Expense, (c)
provision for federal, state, local and foreign income tax, franchise tax and state and similar
taxes imposed in lieu of income taxes, in each case, to the extent deducted in calculating
Consolidated Net Income, (d) total depreciation expense, to the extent deducted in calculating
Consolidated Net Income, (e) total amortization expense, to the extent deducted in calculating
Consolidated Net Income, (f) total pre-opening and developmental expense, to the extent deducted in
calculating Consolidated Net Income consistent with the reported line item on the Company’s
financial statements, (g) non-recurring charges and expenses taken in such period, of up to
$15,000,000 in any Fiscal Year, with unused amounts within such cap being usable in



12









 







succeeding periods, (h) corporate expense incurred in such period, of up to $10,000,000 in any
Fiscal Year, (i) uncapitalized non-recurring expenses of up to $10,000,000 in the aggregate in
connection with the financing transactions contemplated herein, and (j) other non-cash items
reducing Consolidated Net Income, less other non-cash items increasing Consolidated Net
Income, all of the foregoing as determined on a consolidated basis for the Loan Parties in
conformity with GAAP; provided that, for purposes of determining compliance with the
covenants set forth in subsection 7.6, any Consolidated Adjusted EBITDA attributable to the
operation of any Project the first anniversary of the first Quarterly Date following the Opening
Date of which has not passed, shall be calculated on the basis of the one, two or three full Fiscal
Quarters following such Opening Date, multiplied by 4, 2, or 4/3, respectively. Any equity
contributions made by the Parent or any of its Affiliates (other than the Company or any other Loan
Party) to the Borrower and/or proceeds of Shareholder Subordinated Indebtedness incurred by the
Borrower and/or the face amount of any Conforming Adelson L/C delivered to the Administrative Agent
for the benefit of the Lenders during any quarter and during a period of fifteen days following
such quarter, in an aggregate amount for such cash equity contributions, proceeds and face amounts
of Conforming Adelson L/Cs not to exceed $20,000,000 per quarter, may at the written election of
the Borrower (and, to the extent the Disbursement Agreement is then in effect, the deposit of such
amounts, to the extent consisting of cash equity contributions, into the Company Equity Account) be
included in Consolidated Adjusted EBITDA for such quarter solely for purposes of calculations under
subsections 2.4B(iii)(a), 2.4B(iii)(f), 2.4B(iii)(i), 7.1(iii)(b), 7.3(x), 7.3(xiv), and 7.6, and
for purposes of such other calculations as are set forth in the Disbursement Agreement subject to
compliance with the terms thereof; provided that the Borrower may not include such cash
equity contributions, proceeds or the face amount of the Conforming Adelson L/C, or any combination
thereof, in Consolidated Adjusted EBITDA (a) if any Conforming Adelson L/C Draw Event or any Event
of Default or Potential Event of Default has occurred and is continuing at the time such cash
contribution is made or such Conforming Adelson L/C is provided to the Administrative Agent (other
than, during the 15-day period following the end of the relevant Fiscal Quarter, an Event of
Default or Potential Event of Default caused by a breach of subsection 7.6) or (b) in any event,
after two consecutive Fiscal Quarters unless, following any exercise of such election to include
any such common equity contributions, proceeds and/or face amount of any Conforming Adelson L/C in
Consolidated Adjusted EBITDA, the Borrower has thereafter been in compliance with subsection 7.6 on
a rolling four quarter basis occurring after such election (without giving affect to any previous
cash contributions, proceeds or Conforming Adelson L/C) for at least one Fiscal Quarter. Any loans
repaid with any such cash contribution or proceeds in the same Fiscal Quarter or
four-Fiscal-Quarter period, as the case may be, in which such cash contribution or proceeds is
counted as Consolidated Adjusted EBITDA (or cash contributed to replace the face amount of any
Conforming Adelson L/C) shall not be deemed to have been repaid for purposes of determining
compliance with subsections 7.6A or 7.6B. To the extent an Excluded Subsidiary is converted to a
Restricted Subsidiary during any relevant period, Consolidated Adjusted EBITDA shall include the
Consolidated Adjusted EBITDA of such Restricted Subsidiary on a pro forma basis since the beginning
of such relevant period.



     “Consolidated Capital Expenditures” means, for any period, the sum of (a) the aggregate of all
expenditures (whether paid in cash or other consideration or accrued as a liability and including
that portion of Capital Leases which is capitalized on the consolidated balance sheet of the
Company) by the Company and each other Loan Party during that period



13









 







that, in conformity with GAAP, are included in additions to “property, plant or equipment” or
comparable items reflected in the consolidated statement of cash flows of the Company and each
other Loan Party plus (b) to the extent not covered by clause (a) of this definition, any
expenditures by the Company or any other Loan Party during that period to acquire (by purchase or
otherwise) the business, property or fixed assets of any Person, or the stock or other evidence of
beneficial ownership of any Person that, as a result of such acquisition, becomes a Restricted
Subsidiary; provided, however, that any expenditures for Project Costs shall not be
included in Consolidated Capital Expenditures, and any expenditures required to be made for FF&E by
the Loan Parties pursuant to the Four Seasons Macao Operation, Maintenance and Management Agreement
for which reserves are taken (including “book entry” reserves) shall not be included in the
Consolidated Capital Expenditures until such reserved amounts are actually expended;
provided, further, that expenditures made with Net Loss Proceeds not required to be
applied to prepay Loans pursuant to Section 2.4 or, so long as no Potential Event of Default or
Event of Default shall have occurred and be continuing at the time of such expenditure or shall
otherwise result therefrom, made with the proceeds of equity contributions to the Company from the
Parent shall not be included in Consolidated Capital Expenditures.



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



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



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



     “Consolidated Excess Cash Flow” means, for any period, an amount (if positive) equal to: (i)
the sum, without duplication, of the amounts for such period of (a) Consolidated Adjusted EBITDA
(including, at all times following the Last Project Final Completion Date, cash and/or proceeds
elected by the Borrower to be counted in Consolidated Adjusted EBITDA pursuant to the provisions of
the definition thereof), plus (b) the Consolidated Working Capital Adjustment, minus (ii)
the sum, without duplication, of the amounts for such period of (a) Consolidated Capital
Expenditures (net of any proceeds of (y) any related financings with respect to such expenditures
and (z) any sales of assets used to finance such expenditures), (b) Consolidated Cash Interest
Expense, (c) provisions for federal, state, local and foreign income tax, franchise tax and state
and similar taxes imposed in lieu of income taxes, in each case of the Company and each other Loan
Party and payable in cash with respect to such period, (d) cash Investments made in reliance on
Section 7.3, (e) any cash fees and expenses incurred in connection with a financing to the extent
added back to Consolidated Net Income during such period in order to arrive at Consolidated
Adjusted EBITDA, (f) cash Restricted Payments made in reliance on Section 7.5(iv), (g) aggregate
amounts deposited during such period into the Company Equity Account pursuant to Section 5.5.2 of
the Disbursement Agreement (if then in effect), (h) total pre-opening and developmental expense to
the extent added back to Consolidated Net Income in the calculation of Consolidated Adjusted EBITDA
during such period, (i) corporate expense to



14









 







the extent added back to Consolidated Net Income in the calculation of Consolidated Adjusted
EBITDA during such period pursuant to clause (h) of the definition thereof, and (j) non-recurring
charges and expenses to the extent added back to Consolidated Net Income in the calculation of
Consolidated Adjusted EBITDA during such period pursuant to clause (g) of the definition thereof;
provided that no costs, expenses or other charges related to the Excluded Casinos shall be
deductible from Consolidated Excess Cash Flow.



     “Consolidated Interest Coverage Ratio” means, as of any Quarterly Date, the ratio computed for
the period consisting of the Fiscal Quarter as to which such Quarterly Date relates and each of the
three immediately preceding Fiscal Quarters of (a) Consolidated Adjusted EBITDA (for all such
Fiscal Quarters) to (b) the sum (for all such Fiscal Quarters) of Consolidated Interest Expense.



     “Consolidated Interest Expense” means, for any period, total interest expense (including that
portion attributable to Capital Leases in accordance with GAAP and capitalized interest) of the
Company and each other Loan Party on a consolidated basis with respect to all outstanding
Indebtedness of the Company and each other Loan Party (other than non-cash interest on Permitted
Subordinated Indebtedness), including all commissions, discounts and other fees and charges owed
with respect to letters of credit and bankers’ acceptance financing and net costs under Hedging
Agreements, but excluding, however, amortization of debt issuance costs and deferred financing fees
including any amounts referred to in subsection 2.3 payable to the Agents or Lenders, and any fees
and expenses payable to the Agents or Lenders in connection with this Agreement, in each case, on
or prior to the Closing Date; provided, however, that Consolidated Interest Expense
for any period ending prior to the Closing Date, shall be calculated on a pro forma basis as if the
Transactions and the Refinancing occurred on the first day of such period and as if each Loan
Party’s Indebtedness outstanding on the Closing Date were outstanding throughout such period. To
the extent an Excluded Subsidiary is converted to a Restricted Subsidiary during any relevant
period, Consolidated Interest Expense shall include the Consolidated Interest Expense of such
Restricted Subsidiary on a pro forma basis since the beginning of such relevant period.



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



     “Consolidated Net Income” means, for any period, the net income (or loss) of the Company and
each other Loan Party on a consolidated basis for such period taken as a single accounting period
determined in conformity with GAAP and before any reduction in respect of preferred stock
dividends; provided that there shall be excluded, without duplication, (a) the income (or
loss) of any Person (other than a Restricted Subsidiary), except to the extent of the amount of
dividends or other distributions actually paid to the Company or any other Loan Party by such
Person during such period (but net of any applicable taxes payable in connection therewith), (b)
the income (or loss) of any Person accrued prior to the date it is merged into or consolidated with
the Company or any other Loan Party or that Person’s assets are acquired by the Company or any
other Loan Party, (c) any after-tax gains or losses attributable to (i) Asset



15









 







Sales, (ii) returned surplus assets of any Pension Plan or (iii) the disposition of any
Securities or the extinguishment of any Indebtedness of any Loan Party, (d) all income generated by
an Excluded Casino, (e) dividends or distributions from any Excluded Subsidiary to the Company or
any other Loan Party which are used to fund Tax Distributions, (f) the effect of non-cash
accounting adjustments resulting from a change in the tax status of a flow-through tax entity to a
“C-corporation” or other entity taxed similarly, (g) any net extraordinary gains or net
extraordinary losses, and (h) any refinancing costs, amortization or charges (including premiums,
costs, amortization and charges associated with the Refinancing and repayment of the Refinanced
Debt); provided, further, that no effect shall be given to any non-cash minority
interest in any Loan Party permitted hereunder for purposes of computing Consolidated Net Income.



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



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



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



     “Construction Consultant” means Hanmi Parsons Co., Ltd., or any other person designated from
time to time under the Disbursement Agreement by the Administrative Agent to serve as the
Construction Consultant.



     “Construction Consultant’s Report” means the report of the Construction Consultant delivered
pursuant to Section 4.1V to the Administrative Agent, the Company and the Borrower.



     “Construction Contract” is defined in the Disbursement Agreement.



     “Construction Management Agreements” is defined in the Disbursement Agreement.



     “Contingent Obligation”, as applied to any Person, means any direct or indirect liability,
contingent or otherwise, of that Person (a) with respect to any Indebtedness, lease, dividend or
other obligation of another if the primary purpose or intent thereof by the Person incurring the
Contingent Obligation is to provide assurance to the obligee of such obligation of another that
such obligation of another will be paid or discharged, or that any agreements relating thereto will
be complied with, or that the holders of such obligation will be protected (in whole or in part)
against loss in respect thereof, (b) with respect to any letter of credit issued for the account of
that Person or as to which that Person is otherwise liable for reimbursement of drawings, or (c)
under Hedging Agreements. Contingent Obligations shall include (a) the direct or indirect
guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of
business), co-making, discounting with recourse or sale with recourse by such Person of the



16









 







obligation of another, (b) the obligation to make take-or-pay or similar payments if required
regardless of non-performance by any other party or parties to an agreement, and (c) any liability
of such Person for the obligation of another through any agreement (contingent or otherwise) (i) to
purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide
funds for the payment or discharge of such obligation (whether in the form of loans, advances,
stock purchases, capital contributions or otherwise) or (ii) to maintain the solvency or any
balance sheet item, level of income or financial condition of another if, in the case of any
agreement described under subclauses (i) or (ii) of this sentence, the primary purpose or intent
thereof is as described in the preceding sentence. The amount of any Contingent Obligation shall
be equal to the amount of the obligation so guaranteed or otherwise supported or, if less, the
amount to which such Contingent Obligation is specifically limited. Notwithstanding the foregoing,
Contingent Obligations shall not include any surety bonds for claims underlying mechanics liens and
any reimbursement obligations with respect thereto so long as such reimbursement obligations are
not then due or are promptly paid when due.



     “Contract Consents” means the consents, executed by the applicable Loan Party and third party,
to the collateral assignment by the Loan Parties of the Material Contracts (other than the Gaming
Concession Contract, any Land Concession Contract, any Usufruct Agreement, any shareholder
agreement, any Organizational Document, or any Far East Agreement), as required by the terms of the
Loan Documents, substantially in the form of Schedule B to the Assignment of Rights or otherwise in
form and substance reasonably satisfactory to the Administrative Agent.



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



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



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



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



     “Cotai Strip Excluded Subsidiaries” means wholly-owned (subject to mandatory minority
shareholder requirements in accordance with Macanese law and subject to the Permitted 10% Equity
Sale) Excluded Subsidiaries of the Company that, directly or indirectly, own or are intended to own
the Excluded Casino Hotel Resorts, including the Net Casino Cash Flow generated at the Excluded
Casino located therein.



17









 





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



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



     “Cotai Strip Investment” is defined in Section 7.3(viii).



     “Cotai Strip Investment Project” means, from and after the date that any Cotai Strip Excluded
Subsidiary which directly owns an Excluded Casino Hotel Resort is designated as a Restricted
Subsidiary in accordance with the terms hereof and such Excluded Casino Hotel Resort becomes an
asset of the Restricted Group, such Excluded Casino Hotel Resort and the Excluded Casino located
therein; other than any portion of such Project that has been sold in a Permitted Asset Disposition
pursuant to the terms hereof.



     “Cotai Strip Investment Project Capital Expenditures Amount” means, as to any Cotai Strip
Investment Project, for each Fiscal Year beginning with the Fiscal Year in which the applicable
Cotai Strip Investment Project Opening Date occurs, $30,000,000.



     “Cotai Strip Investment Project Opening Date” means, for any Cotai Strip Investment Project,
the Opening Date of such Project.



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



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



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



     “Disbursement Agent” has the meaning given in the Disbursement Agreement.



     “Disbursement Agreement” means the Master Disbursement Agreement, dated as of the date hereof,
by and among the Administrative Agent, the Disbursement Agent, the Borrower, the Cotai Subsidiary
and the Company, in substantially the form of Exhibit I hereto, as such agreement may be
amended, supplemented or otherwise modified from time to time in accordance with the terms thereof
and hereof.



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



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



18









 





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



     “Eligible Assignee” means (a) (i) a commercial bank organized under the laws of the United
States or any state thereof; (ii) a savings and loan association or savings bank organized under
the laws of the United States or any state thereof; (iii) a commercial bank organized under the
laws of any other country or a political subdivision thereof; provided that (x) such bank
is acting through a branch or agency located in the United States or (y) such bank is organized
under the laws of a country that is a member of the Organization for Economic Cooperation and
Development or a political subdivision of such country; and (iv) any other Person which is an
“accredited investor” (as defined in Regulation D under the Securities Act) which extends credit or
buys loans in the ordinary course including insurance companies, mutual funds and lease financing
companies; (b) any Approved Fund; and (c) any Lender and any Affiliate of any Lender;
provided that no Loan Party or Subsidiary of any Loan Party shall be an Eligible Assignee
(it being understood that an Affiliate of the Company (other than a Subsidiary of the Company) may
acquire up to 10% of the Loans under any Facility by assignment or otherwise, provided that
it will in no event have any voting rights with respect to such Loans); provided
further that so long as no Event of Default shall have occurred and be continuing, no (i)
Person that owns or operates a casino or other gaming operation located in Singapore, Macau, the
United Kingdom or the States of Nevada, New Jersey, Pennsylvania or Michigan (or is an Affiliate of
such a Person) (provided that a passive investment constituting less than 10% of the common
stock of any such casino or other gaming operation shall not constitute ownership thereof for the
purposes of this definition), (ii) Person that owns or operates a trade show, convention,
exhibition or conference center in Singapore, Macau, the United Kingdom or Las Vegas or Clark
County, Nevada, or the States of New Jersey, Pennsylvania or Michigan (or an Affiliate of such a
Person) (provided that a passive investment constituting less than 10% of the common stock
of any such casino or trade show, convention, exhibition and conference center facility shall not
constitute ownership for the purpose of this definition), or (iii) union pension fund
(provided that any intermingled fund or managed account which has as part of its assets
under management the assets of a union pension fund shall not be disqualified from being an
Eligible Assignee hereunder so long as the manager of such fund is not controlled by a union or a
union does not own 10% or more of the assets of such fund), shall be an Eligible Assignee, and
provided further that no Person denied an approval or a license, or found
unsuitable under the Nevada Gaming Laws or any other applicable gaming laws applicable to Lenders
shall be an Eligible Assignee.



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



     “Enforcement Notice” is defined in Section 8.



     “Environmental Assessment” means, collectively (i) that certain Environmental Assessment dated
as of December 2005, (ii) that certain Equator Principles Review Report dated as of December 2005,
each prepared by ERM, and (iii) any future Environmental Assessments or Equator Principles Review
Reports prepared pursuant to the terms of this Agreement.



19









 





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



     “Environmental Laws” means any and all applicable current or future statutes, ordinances,
orders, rules, regulations, binding guidance documents, judgments, Permits, international and
transnational treaties or legislation (including without limitation, the Equator Principles (as the
same exist as of the date of this Agreement (subject to subsection 6.7A(ii)) and any other such
treaties or legislation identified as applicable in the Environmental Assessment), or any other
applicable requirements of any Government Instrumentalities relating to (a) environmental matters,
including those relating to any Hazardous Environmental Activity, (b) the generation, use, storage,
transportation or disposal of Hazardous Materials, or (c) occupational safety and health,
industrial hygiene, land use or the protection of human, plant or animal health or welfare, in any
manner applicable to the Company or any of its Subsidiaries or any of their Properties, including
without limitation Macau Environmental Law (Law No. 2/91/M), Law on Aquatic Property (Law No.
6/86M), the Regulation on Noise Pollution Control (Regulation No. 54/94/M), Regulation on Control
of and Reduction on Use of Chemicals that would affect the Ozone Layer (Reg. No. 62/95),
Regulations on Approval for List of Ozone-Depletion Chemical Materials (Reg. No. 78/GM/95),
Regulation on Water Supply and Discharge in Macau (Reg. No. 46/96/M), Regulation on Marine
Pollution (Reg. No. 35/97/M), Legislation on Liquid Discharge and Air Emission in Macau City and
Taipa Island, respectively (Leg. Nos. 1/90 and 2/99, respectively), Regulation on Solid Waste and
Hygiene in Macau City, Designation of an Environmental Protection Zone on Coloane Island (Reg. No.
33/81/M), Regulation on Protection of Building, Landscape and Cultural Property (Reg. No. 56/84/M),
Legislation on Protection of Natural Resources and Environment (Leg. No. 2/92/CMI), Regulation on
Prevention of Pollution Criminal (Reg. No. 58/95/M), each as amended or supplemented, any analogous
present or future state or local statutes, laws, and any regulations promulgated pursuant to any of
the foregoing.



     “Environmental Mitigation Plan” means that certain Environmental Mitigation Plan prepared by
ERM, dated as of December 2005, and a part of the Environmental Assessment.



     “Equator Principles” means those certain principles and standards (including the preamble,
materials incorporated by reference and exhibits thereto) voluntarily adopted by certain banks and
other financial institutions, all as set forth more fully at
www.equator-principles.com/principles.shtml, as the same exist on the date of this
Agreement, including without limitation, the following World Bank and International Finance
Corporation (“IFC”) guidelines, policies and handbooks: IFC Safeguard Policy on Environmental
Assessment (OP 4.01, Oct. 1998), IFC Safeguard Policy on Natural Habitats (OP 4.04, Nov. 1998),
Tourism and Hospitality Development Guideline (World Bank Pollution Prevention and Abatement
Handbook, Sept. 2001), General Environmental Guidelines (World Bank Pollution Prevention and
Abatement Handbook, July 1998), IFC Life and Fire Safety Guidelines (Dec. 2002), IFC Occupational
Health and Safety Guidelines (June 2003) and IFC Hazardous Materials



20









 







Management Guidelines (Dec. 2001), to the extent properly determined to be applicable to the
Projects (or any of them) by an Environmental Assessment.



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



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



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



21









 







benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets
thereof, or against Company or any of its Subsidiaries or any of their respective ERISA Affiliates
in connection with any Employee Benefit Plan; (j) receipt from the PBGC of notice of the failure of
any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a)
of the Code) to qualify under Section 401(a) of the Code, or the failure of any trust forming part
of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Code; or (k)
the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Code or pursuant to ERISA
with respect to any Pension Plan.



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



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



     “Event of Default” is defined in Section 8.



     “Event of Force Majeure” is defined in the Disbursement Agreement.



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



     “Excess Term B Delayed Draw Amount” is defined in subsection 2.4B(iv)(b)(2).



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



     “Exchange Rate” shall mean the best spot rate of exchange available to the Administrative
Agent using commercially reasonable efforts as between any two currencies on a particular date,
which determination shall be conclusive absent manifest error; provided that upon the request of
the Company, the Administrative Agent will provide the Company with appropriate documentation
demonstrating the exchange rates received by the Administration Agent with respect to the
applicable transaction; and provided, further, however, that with respect to the calculation of
outstanding amounts (but not with respect to funding or repayment) under Swingline Loans and
Letters of Credit denominated in HK Dollars or Patacas, the reference Exchange Rate shall be
determined as follows: (a) with respect to HK Dollars, the



22









 







middle HKD/USD rate as announced daily by the Hong Kong Treasury Market Association and shown on
the Reuter’s HKDFIX page at 11:15 A.M. Hong Kong time on the applicable date (the “Mid HKD/USD
Rate”), and (b) with respect to Patacas, the product (to the nearest four decimal points) of (i)
the Mid HKD/USD Rate and (ii) the middle MOP/HKD rate as announced daily by the Monetary Authority
of Macau and shown on the Reuter’s AMCM page at 11:00 A.M. Macau time. For example, assume that on
a determination date the Mid HKD/USD Rate is 7.7587, and the AMCM page for that date shows MOP/HKD
at 1.029 — 1.031 (whereas the mid rate would be 1.030). Thus the applicable reference rate for
MOP/USD would be calculated to be 7.7587 x 1.0300 = 7.9915.



     “Excluded Bank Accounts” means segregated bank accounts of the Company into which only revenue
associated with the operation of the Excluded Casinos by the Company on behalf of the Cotai Strip
Excluded Subsidiaries or Additional Development Excluded Subsidiaries, as the case may be, is
deposited.



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



     “Excluded Casino Hotel Resorts” means casino hotel resorts and retail complexes developed on
Sites 5 and 6, which casino hotel resorts will be owned, operated and maintained (other than any
casino and gaming areas therein which shall be operated by the Company) by Persons that are not
Loan Parties (with all costs and liabilities related to such sites (other than the specific
liabilities permitted to be incurred by the Company in connection with its operation of the
associated Excluded Casino as set forth in Section 6.14B) to be borne exclusively by the Cotai
Strip Excluded Subsidiaries and such Persons with no recourse to the Loan Parties except as
otherwise permitted by Section 7.3).



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



     “Excluded Subsidiary” means (i) Venetian Orient Limited, a Macau company, and Asian
Opportunity Limited, a Hong Kong company, (ii) the Cotai Strip Excluded Subsidiaries and Additional
Development Excluded Subsidiaries, if any, for so long as such Subsidiaries have not been
designated as Restricted Subsidiaries pursuant to the terms hereof, (iii) any Subsidiary that is
designated as an Excluded Subsidiary by the Company as provided in the next sentence, and (iv) any
Subsidiary of an Excluded Subsidiary. The Company may designate any Subsidiary referred to in
clause (iii) of the preceding sentence (other than the Cotai Subsidiary, the Borrower or any other
Subsidiary which participates in, or is expected to participate in, the development, construction,
operation or management of any Project, (other than initial development of a Casino Operation
Project to be located within an Other Resort Project being developed by such Subsidiary to the
extent permitted hereunder), as determined by the Company) to be an Excluded Subsidiary by
providing written notice of such designation to the Administrative Agent and certifying that, after
giving effect to such designation, no Potential Event of Default or Event of Default shall have
occurred and be continuing.



23









 





     “Far East Agreement” means all agreements regarding the development of a casino resort on Site
3 which, on the date hereof, are expected to include an investment agreement, an undertaking to
sell agreement effective as a right in rem, a purchase and sale deed, a finance multiparty
agreement, condominium bylaws, and an infrastructure agreement.



     “Facilities” means the Term B Funded Facility, the Term B Delayed Draw Facility, the Revolving
Credit Facility, the Local Term Facility, and any New Term Loan Facility.



     “FDIC” means the Federal Deposit Insurance Corporation.



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



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



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



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



     “Final Completion Date” is defined in the Disbursement Agreement.



     “Financial Institution” means, collectively (i) The Bank of Nova Scotia, in its capacity as
“Depository Bank” under the US Collateral Account Agreement and any Hong Kong Collateral Account
Agreement, (ii) BNU, in its capacity as “Bank” under any Macau Collateral Account Agreement and
(iii) any other financial institution from time to time party to a Collateral Account Agreement.



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



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



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



24









 





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



     “Floating Charge” means each Floating Charge, substantially in the form of Exhibit E-1,
executed by any Loan Party in favor of the Collateral Agent.



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



     “Former Lender” is defined in subsection 10.7(a).



     “Four Seasons Capital Expenditures Amount” means, for each Fiscal Year beginning with the
Fiscal Year in which the Four Seasons Opening Date occurs, $15,000,000.



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



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



     “Four Seasons Macao Operation, Maintenance and Management Agreement” means one or more
operation, maintenance and management agreements (together with all related and associated
agreements), to be entered into between the Cotai Subsidiary and Four Seasons Hotels and Resorts,
Inc. or another comparable hotel management company reasonably satisfactory to the Administrative
Agent (and, with respect to Four Seasons Hotels and Resorts, Inc., with reference to that certain
Letter of Intent between the parties, dated January 16, 2006), which provides for the operation,
maintenance and management of the Four Seasons Macao Resort Project (excluding the Four Seasons
Macao Casino, the Four Seasons Macao Mall and the Four Seasons cabaret) by Four Seasons Hotels and
Resorts, Inc. or an Affiliate thereof, or such other comparable hotel management company.



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



     “Four Seasons Macao Resort Project” means the design, development, construction and ownership
by the Cotai Subsidiary of a luxury hotel complex (which may include “complementary
accommodations”) to be operated and maintained by Four Seasons Hotels and



25









 







Resorts, Inc. (or another comparable hotel management company reasonably satisfactory to the
Administrative Agent) located on Site 2 together with the associated park being developed in
connection therewith, which Site 2 is leased to the Cotai Subsidiary pursuant to the Venetian Macao
Land Concession Contract.



     “Four Seasons Opening Date” means the Opening Date with respect to the Four Seasons Macao
Overall Project.



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



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



     “Galaxy” means Galaxy Casino Company Limited.



     “Gaming Concession Consent” means the consent, a copy of which is attached hereto as Exhibit
K-1, dated as of May 25, 2006, among Macau SAR, the Company and the Collateral Agent in respect of
the Gaming Sub-Concession Contract, as amended, supplemented or otherwise modified from time to
time.



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



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



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



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



     “General Disbursement Account” is defined in the Disbursement Agreement.



     “Goldman” is defined in the preamble.



26









 





     “Governmental Acts” is defined in subsection 3.5A.



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



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



     “Guaranty” means the Guaranty, dated as of the date hereof, executed and delivered by each
Guarantor substantially in the form of Exhibit F.



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



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



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



27









 





     “HIBOR Rate” means, for any Interest Rate Determination Date with respect to an Interest
Period for a HIBOR Rate Loan, (a) the applicable rate designated as “FIXING@11:00” (or any other
designation which may from time to time replace that designation or, if no such designation
appears, the arithmetic average (rounded up, to four decimal places) of the displayed rates for the
relevant period) appearing under the heading “HONG KONG INTERBANK OFFERED RATES (HK DOLLAR)” on the
Reuters Screen HIBOR1=R Page, or (b) (if no such rate is available for HK Dollars or for the
Interest Period for that HIBOR Rate Loan) the arithmetic mean of the rates (rounded up to four
decimal places) as supplied to the Administrative Agent at its request quoted to leading banks in
the Hong Kong interbank market, at or about 11:00 a.m. (Hong Kong time) on the Quotation Day for
the offering of deposits in HK Dollars for a period comparable to the Interest period for that
HIBOR Rate Loan.



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



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



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



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



     “Immaterial Subsidiaries” means V-HK Services and Venetian Macau Finance Company.



     “In Balance” is defined in the Disbursement Agreement.



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



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



     “Indebtedness”, as applied to any Person, means (a) all indebtedness for borrowed money, (b)
that portion of obligations with respect to Capital Leases that is properly classified as a
liability on a balance sheet in conformity with GAAP, (c) notes payable and drafts accepted
representing extensions of credit whether or not representing obligations for borrowed money, (d)
any obligation owed for all or any part of the deferred purchase price of property or services
(excluding any such obligations incurred under ERISA and trade payables and accruals incurred in
the ordinary course of business), and (e) all indebtedness secured by any Lien on any property or
asset owned or held and under contracts by that Person regardless of whether the indebtedness
secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that
Person. Obligations under Hedging Agreements constitute Contingent Obligations and not
Indebtedness. Additionally, Indebtedness shall not include (i) any amount of the liability in
respect of an operating lease that at such time would not be required to be capitalized and
reflected as a liability on the balance sheet in accordance with GAAP, or (ii) any surety bonds for



28









 







claims underlying mechanics liens and any reimbursement obligations with respect thereto so
long as such reimbursement obligations are not then due, or are promptly paid when due, or (iii)
any indebtedness that has been either satisfied or discharged or defeased through covenant
defeasance or legal defeasance, or (iv) for purposes of determining compliance with the covenants
set forth in subsection 7.6 and for purposes of determining the Applicable Margin pursuant to
clause (iii) of the definition thereof only, Indebtedness permitted by subsection 7.1(xiii) and
subsection 7.1(xvii), or (v) capitalized interest.



     “Indemnified Liabilities” is defined in subsection 10.3.



     “Indemnitees” is defined in subsection 10.3.



     “Independent Financial Advisor” means an accounting, appraisal or investment banking or
financial advisory firm of nationally or internationally recognized standing that is not an
Affiliate of the Parent or Adelson and his Related Parties.



     “Initial Standard Advance Date” has the meaning given in the Disbursement Agreement.



     “Insurance Advisor” means Kornreich NIA or any other Person designated from time to time by
the Disbursement Agent in its sole discretion (subject to the provisions of the Disbursement
Agreement) to serve as the Insurance Advisor under the Disbursement Agreement.



     “Insurance Advisor’s Certificate” means a certificate in the form of Exhibit G-1.



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



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



     “Interest Escrow Account” is defined in the Disbursement Agreement.



     “Interest Payment Date” means (a) with respect to any Loan that is a Base Rate Loan, each
Quarterly Payment Date, and (b) with respect to any Loan that is a Eurodollar Rate Loan or a HIBOR
Rate Loan, the last day of each Interest Period applicable to such Loan; provided,
however, that in the case of any Interest Period that extends beyond a Quarterly Payment
Date, “Interest Payment Date” shall also include such Quarterly Payment Date; provided
further that in the case of any Term B Loans at a time when such Loans are assignable
through a Settlement Service, “Interest Payment Date” shall mean the date provided for by the
Settlement Service.



     “Interest Period” is defined in subsection 2.2B.



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



29









 





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



     “IP License” means the Intellectual Property License Agreement, dated as of the date hereof,
among the Parent and each Loan Party, attached hereto as Exhibit J.



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



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



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



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



     “Judgment Currency” is defined in Section 10.24.



     “Judgment Currency Conversion Date” is defined in Section 10.24.



     “Land Concession Consent” means the consents of Macau SAR (the form of which with regard to
the Sands Macao Land Concession Contract is attached hereto as Exhibit K-2), in respect of
any Land Concession Contract, each of which shall be on terms reasonably satisfactory to the
Administrative Agent.



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



30









 





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



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



     “Last Project Final Completion Date” is defined in the Disbursement Agreement.



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



     “Lender” and “Lenders” is defined in the preamble, together with their successors and
permitted assigns pursuant to subsection 10.1; provided that the term “Lenders”, when used
in the context of a particular Commitment, shall mean Lenders having that Commitment.



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



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



     “Leverage Action Date” means the earliest date that the Company or any other Loan Party (a)
would have been required to make a mandatory prepayment of the Loans pursuant to either subsection
2.4B(iii)(a) or subsection 2.4B(iii)(f)(2) but for the proviso thereto, (b) makes an Investment
pursuant to subsection 7.3(x) or 7.3(xiv), (c) incurs Permitted Unsecured Indebtedness in excess of
$100,000,000 in reliance on the proviso to subsection 7.1(iii)(b), or (d) makes a Restricted
Payment pursuant to subsection 7.5(vii).



     “Lido Contract” means that certain Corporate Services Agreement, effective as of January 1,
2005, by and among Lido Casino Resort, LLC, Parent, Las Vegas Sands, LLC, Venetian Casino Resort,
LLC, Phase II Mall Subsidiary, LLC, the Company, the Cotai Subsidiary and Venetian Resort
Development Limited, and effective as of January 1, 2006, Sands Bethworks Gaming, LLC and Sands
Garden City Pte Ltd.



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



31









 





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



     “Livrancas” means the USD Livranca and the MOP Livranca.



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



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



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



     “Local Currency Loans Account” is defined in the Disbursement Agreement.



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



     “Local Term Loan” or “Local Term Loans” means one or more of the Loans made by the Lenders to
the Borrower pursuant to subsection 2.1A(i) of this Agreement.



     “Local Term Loan Commitment” means the commitment of a Lender to make a Local Term Loan to the
Borrower pursuant to subsection 2.1A(i) of this Agreement, and “Local Term Loan Commitments” means
such commitments of all Lenders in the aggregate.



     “Local Term Loan Commitment Amount” means the equivalent of $100,000,000 in Macau Patacas (as
determined by the Exchange Rate two Business Days prior to the Closing Date.



     “Local Term Loan Exposure” means, with respect to any Lender as of any date of determination,
the aggregate outstanding principal amount of the Local Term Loans made by that Lender.



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



     “Local Term Note” means a joint and several promissory note of the Borrower payable to any
Lender, in the form of Exhibit A-1 annexed hereto (as such promissory note may be amended,
endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness of the
Borrower to such Lender resulting from outstanding Local Term Loans, and



32









 







also means all other promissory notes accepted from time to time in substitution therefor or
renewal thereof.



     “Local Term Loan Percentage” means, relative to any Lender, the applicable percentage relating
to Local Term Loans set forth opposite its name on Schedule 2.1 hereto under the Local Term
Loan Commitment column or set forth in an Assignment Agreement under the Local Term Loan Commitment
column, as such percentage may be adjusted from time to time pursuant to Assignment Agreements
executed by such Lender and its assignee Lender and delivered pursuant to subsection 10.1B. A
Lender shall not have any Local Term Loan Commitment if its percentage under the Local Term Loan
Commitment column is zero.



     “Macao Casino Disputes” means the currently pending or threatened litigations involving the
alleged agreements to pay a success fee upon obtaining the Gaming Sub-Concession Contract.



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



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



     “Macau Gaming Law” means the Law 16-2001, as amended from time to time, and Administrative
Regulation No 26/2000, as amended from time to time, and other laws promulgated by any Governmental
Instrumentality of the Macau SAR and applying to gaming operations in the Macau SAR.



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



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



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



     “Material Adverse Effect” means (a) a material adverse effect upon either (i) the business,
operations, properties, assets, condition (financial or otherwise) or prospects of the Loan
Parties, taken as a whole, or (ii) the Active Projects, taken as a whole, or (b) the material
impairment of the ability of any Loan Party (other than an Immaterial Subsidiary) to observe or
perform the Obligations, or of the Administrative Agent or the Lenders to enforce the Obligations
or any of their respective rights or remedies under the Loan Documents, or (c) the material
impairment of the ability of the Venetian Macao Overall Project to reach Completion by the
applicable Outside Completion Deadline.



     “Material Construction Contract” is defined in the Disbursement Agreement.



33









 





     “Material Contract” means (a) the Land Concession Contracts, the Gaming Concession Contract,
and the IP License, (b) the Four Seasons Macao Operation, Maintenance and Management Agreement, the
Construction Management Agreements, the Architectural Services Agreements, (c) any other (i)
Construction Contract with a total contract amount in excess of $15,000,000, and (ii) Project
Document (that is not a Construction Contract) with a total contract amount in excess of
$50,000,000, and (d) any other Project Document (other than any Project Documents covered by
clauses (a), (b) and (c) above) to which the Company or any of its Subsidiaries are a party (other
than the Loan Documents) for which breach, nonperformance, cancellation or failure to renew could
reasonably be expected to have a Material Adverse Effect.



     “Maturity Date” means, with respect to (a) Revolving Loans and Local Term Loans, the fifth
anniversary of the Closing Date, (b) Term B Delayed Draw Loans, the sixth anniversary of the
Closing Date, and (c) Term B Funded Loans, the seventh anniversary of the Closing Date.



     “Maximum Consolidated Capital Expenditures Amount” is defined in subsection 7.14.



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



     “MOP Livranca” means that certain promissory note, dated as of the date hereof, substantially
in the form of Exhibit E-12, regarding the Local Term Loans executed by the Borrower, and
endorsed by each Guarantor, in favor of the Collateral Agent.



     “Mortgage” means each Mortgage, substantially in the form of Exhibit E-6, executed by
any Loan Party in favor of the Collateral Agent.



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



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



34









 







or any other Loan Party, and (d) in the case of Asset Sales permitted pursuant to subsection
7.7 (xxiii) only, (i) any amounts required to be paid as purchase consideration to a party
providing a substantially simultaneous financing for the purchase of such assets intended to be
sold, and (ii) any amounts required by such subsection 7.7(xxiii) to be deposited into the Term
Loan Disbursement Account.



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



     “Net Loss Proceeds” means the aggregate cash proceeds received by the Company or any other
Loan Party in respect of any Event of Loss, including insurance proceeds from condemnation awards
or damages awarded by any judgment, net of the direct costs in recovery of such Net Loss Proceeds
(including legal, accounting, appraisal and insurance adjuster fees and expenses) and any taxes
paid or payable as a result thereof (including any such taxes paid or payable by an owner of the
Company or any other Loan Party) and amounts required to be applied to the repayment of any
Indebtedness secured by a Lien (or amounts permitted or required by the terms of such Indebtedness
to be otherwise reinvested in other assets of the Company or such Restricted Subsidiary to the
extent so reinvested) which is prior to the Liens, if any, of Lenders under the Collateral
Documents on the asset or assets (including Specified FF&E) that are the subject of the Event of
Loss. Notwithstanding the foregoing, (i) all proceeds of so-called “liquidated damages” and
“business interruption” insurance policies, and (ii) proceeds of up to $2,000,000 per Fiscal Year,
shall not be Net Loss Proceeds.



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



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



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



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



     “New Non-Casino Term Loans” means any New Term Loans the use of the proceeds of which is
limited to the payment of Non-Casino Project Costs.



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



35









 





     “New Project Term Loans” means any New Term Loans that are not New Non-Casino Term Loans.



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



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



     “New Revolving Loans” as defined in subsection 2.9C




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



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



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



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



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



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



     “Non-Casino Loan Exposure” means, with respect to any Lender as of any date of determination,
(a) prior to the Term B Delayed Draw Loan Commitment Termination Date, that Lender’s Term B Delayed
Draw Non-Casino Loan Commitment, that Lender’s Term B Funded Non-Casino Loan Commitment if still in
effect, and the aggregate outstanding principal amount of the Non-Casino Loans made by that Lender;
and (b) after the Term B Delayed Draw Loan Commitment Termination Date, the outstanding principal
amount of the Non-Casino Loans made by that Lender.



     “Non-Casino Loans” means collectively, the Term B Funded Non-Casino Loans and the Term B
Delayed Draw Non-Casino Loans.



     “Non-Casino Loans Proceeds Sub-Account” is defined in the Disbursement Agreement.



     “Non-Casino Project Costs” means Project Costs, excluding any Project Costs relating to any
Casino Operation Project or any other casino or gaming area, and the purchase of any associated
gaming equipment or utensils.



     “Non-Casino Tranches” means collectively, the Term B Funded Non-Casino Tranche and the Term B
Delayed Draw Non-Casino Tranche.



     “Non-Recourse Financing” means Indebtedness (a) for which none of the Loan Parties provides
credit support (other than credit comprising the Excluded Casino Interest in accordance with the
terms of subsection 7.17B(ii)) pursuant to any undertaking, agreement or instrument that



36









 







would constitute Indebtedness, or is directly or indirectly liable (in each case, other than
as permitted pursuant to subsections 7.3 and 7.17B(ii)), (b) no default with respect to which
(including any rights that the holders thereof may have to take enforcement action against an
Excluded Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other
Indebtedness (other than Indebtedness hereunder) of any Loan Party to declare a default on such
other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated
maturity, and (c) in connection with which the agent or other representative of the lenders under
such Non-Recourse Financing has entered into an intercreditor, standstill, or similar agreement,
reasonably satisfactory in form and substance to the Administrative Agent.



     “Notes” means one or more of the Local Term Notes, Term B Funded Notes, Term B Delayed Draw
Notes, Revolving Notes, Swing Line Notes, notes evidencing New Term Loans, or any combination
thereof.



     “Obligation Currency” is defined in Section 10.24.



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



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



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



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



37









 





     “On-Site Cash” means, from and after the Opening Date of any Project, amounts held in cash at
the Site for such Project or amounts held in cash at Sands Macau Casino in connection with and
necessary for the ordinary course operations of the Casino related to such Project or the Sands
Macau Casino, as applicable, in each case, as reasonably certified by the Company, which amounts
shall not exceed: (i) $35,000,000 for the Sands Macau Casino; (ii) $35,000,000 for the Venetian
Macau Overall Project; and (iii) $20,000,000 for each Casino Operation Project and each Cotai Strip
Investment Project; provided that the foregoing limits for any particular Project may be
increased with the consent of the Administrative Agent (such consent not to be unreasonably
withheld) either (x) concurrently with any increase in the size of gaming areas or number of tables
within such Project or (y) whenever the Company believes such an increase is advisable (including
as a result of any legal requirements).



     “Opening Date” is defined in the Disbursement Agreement.



     “Operating Account” means one or more deposit accounts established by the Company (and
governed by a Collateral Account Agreement between the Company and the applicable Financial
Institution), into which certain operating revenues of the Projects and the Sands Macao Casino will
be deposited.



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



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



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



     “Other Indebtedness” means (a) the Indebtedness of any Loan Party incurred under any FF&E
Document and (b) Permitted Unsecured Indebtedness.



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



38









 





     “Outside Completion Deadline” is defined in the Disbursement Agreement.



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



     “Park Site” means the portion of Site 2 on the Cotai Strip designated as a park on the Cotai
Plan.



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



     “Patriot Act” is defined in subsection 5.9.



     “Payment and Funding Office” means (a) the office of the Administrative Agent located at 600
Peachtree Street NE, Suite 2700, Atlanta, Georgia 30308 (Attention: Hilma Gabbidon or Vicki
Gibson), or (b) such other office of the Administrative Agent or of a third party or sub-agent, as
appropriate, as may from time to time hereafter be designated as such in a written notice delivered
by the Administrative Agent to the Borrower and each Lender.



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



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



     “Percentage” means, as the context may require, any Lender’s RL Percentage, Local Term Loan
Percentage, Term B Delayed Draw Project Percentage, Term B Delayed Draw Non-Casino Percentage, Term
B Funded Project Percentage or Term B Funded Non-Casino Percentage.



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



     “Permitted Asset Dispositions” means the sale of the assets comprising, or the equity
interests in any entity whose sole asset (other than immaterial other assets, none of which are
reasonably necessary for the ownership or operation of the casino or gaming area portion of any
Project, the Sands Macao Podium Expansion Project, the Sands Macao Casino or the Venetian Macao
Resort Project) consists of, the Venetian Macao Mall, the Venetian Macao Convention Center, the
Four Seasons Macao Mall, the Four Seasons Macao Resort Project and/or any other Project or portion
thereof (including the complementary accommodations at the Four Seasons Macao Resort Project or any
similar complementary accommodations at any other Project), other than the casino and gaming area
portion of any Project (including, without limitation, the Venetian Macao Casino Project and the
Four Seasons Macao Casino Project), the Sands Macao Podium Expansion Project, the Sands Macao
Casino and the Venetian Macao Resort Project.



39









 





     “Permitted Liens” means the following types of Liens (excluding any such Lien imposed pursuant
to Section 401(a)(29) or 412(n) of the Code or by ERISA, any such Lien relating to or imposed in
connection with any Environmental Claim, and any such Lien expressly prohibited by any applicable
terms of any of the Collateral Documents):




     (i) Liens granted in favor of the Secured Parties pursuant to the Collateral Documents
and the Assignment of Reinsurances;




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




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




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




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



40









 







existence thereof and which may be prior to the Liens granted in favor of the Secured
Parties;




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




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




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




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




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




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




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




     (xiii) Liens incurred in connection with Hedging Agreements in respect of any
Indebtedness; provided that such Liens only extend to the collateral securing such
Indebtedness with the same priority thereto;




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



41









 







appended to such real property) and which may be prior to, or free and clear of, the
Liens granted in favor of the Secured Parties;




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




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




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




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




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




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




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



42









 





     “Permitted Subordinated Indebtedness” means any unsecured Indebtedness of the Company or any
Guarantor (a) for which no installment of principal matures earlier than twelve months after the
Maturity Date of the Term B Loans and (b) for which the payment of principal and interest is
subordinated in right of payment to the Obligations pursuant to documentation containing redemption
and other prepayment events, maturities, amortization schedules, covenants, events of default,
remedies, acceleration rights, subordination provisions and other material terms reasonably
satisfactory to the Administrative Agent.



     “Permitted 10% Equity Sale” is defined in subsection 7.7(xiii).



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



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



     “Plans and Specifications” is defined in the Disbursement Agreement.



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



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



     “Podium Expansion Capital Expenditures Amount” means, for each Fiscal Year beginning with the
Fiscal Year in which the Podium Expansion Opening Date occurs, $20,000,000.



     “Podium Expansion Opening Date” means the Opening Date with respect to the Sands Macao Podium
Expansion Project.



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



43









 





     “Power of Attorney” means that certain power of attorney, dated as of the date hereof,
substantially in the form of Exhibit E-14, executed by each Loan Party in favor of the
Collateral Agent.



     “Pre-Closing Company Equity Contribution” means the amount certified by the Company on the
Closing Date as having been spent for out-of-pocket costs and expenses associated with the design,
development and construction of the Projects on or prior to the Closing Date, net of any funds
repaid in connection with the Refinancing.



     “Prepayment Account” means a deposit account established and maintained by the Administrative
Agent at the Payment and Funding Office in the name of the Borrower, and under the control of the
Administrative Agent, designated as “Account Number 03020 00095 12, The Bank of Nova Scotia, as
Administrative Agent under the Credit Agreement, dated as of May 25, 2006, Prepayment Account”,
into which certain amounts required to be used to prepay Loans pursuant to the terms hereof may be
temporarily deposited, together with any potential breakage costs associated with such prepayments.



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



     “Primary Projects” means the Sands Macao Podium Expansion Project, the Venetian Macao Overall
Project and the Four Seasons Macao Overall Project.



     “Primary Project Budgets” means the Project Budget for each of the Primary Projects.



     “Primary Project Plans” means the Plans and Specifications for each of the Primary Projects.



     “Primary Project Reports” means a report of the Construction Consultant delivered to the
Disbursement Agent, the Administrative Agent, the Arrangers, and the Company stating, among other
things, that (a) the Construction Consultant has reviewed the Construction Contracts, the Plans and
Specifications, and other material information deemed necessary by the Construction Consultant for
the purpose of evaluating whether the Primary Projects can be constructed and completed in the
manner contemplated by the Operative Documents and (b) based on its review of such information, the
Construction Consultant is of the opinion that each Primary Project can be constructed in the
manner contemplated by the Operative Documents and, in particular, that each Primary Project can be
constructed and completed in accordance with the Construction Contracts and the Plans and
Specifications within the parameters set by the Project Schedules and the Project Budgets.



     “Primary Projects Schedules” means the Project Schedules for each of the Primary Projects.



     “Prime Rate” means (i) with respect to Loans denominated in U.S. Dollars, the rate that the
Administrative Agent announces from its New York office from time to time as its Dollar prime
lending rate and (ii) with respect to Loans denominated in HK Dollars or Patacas, the rate that the
Administrative Agent announces from its Hong Kong office from time to time as its HK



44









 







Dollar generally applicable prime lending rate, in each case as in effect from time to time.
The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer. The Administrative Agent or any other Lender may make commercial
loans or other loans at rates of interest at, above or below the Prime Rate.



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



     “Procurement Affiliate” means World Sourcing Services, Limited, a Hong Kong corporation.



     “Procurement Services Agreement” means the Corporate Services Agreement by among the Company,
Las Vegas Sands, LLC, and the Procurement Affiliate, effective as of March 1, 2005.



     “Project Budget” is defined in the Disbursement Agreement.



     “Project Capital Expenditures Amount” means any of the Four Seasons Macao Capital Expenditures
Amount, the Venetian Macao Capital Expenditures Amount, the Podium Expansion Capital Expenditures
Amount, each Casino Operation Project Capital Expenditures Amount, and each Cotai Strip Investment
Project Capital Expenditures Amount.



     “Project Cost Revolving Loans” means any Revolving Loans the proceeds of which are used to
fund Project Costs or Cotai Strip Investments.



     “Project Costs” is defined in the Disbursement Agreement.



     “Project Documents” means, collectively, the Construction Management Agreements, the
Construction Contracts, the Gaming Sub-Concession Contract, the Architect Services Agreements, the
Land Concession Contracts, and the contracts and other arrangements entered into from time to time
between a Loan Party and any contractor or other third party for performance of services or sale of
goods in connection with the design, engineering, installation, construction, management, operation
or development of any Project (other than the Loan Documents and any FF&E Documents), as the same
may be amended from time to time in accordance with the terms and conditions of the Disbursement
Agreement and Section 7.13 of this Agreement.



     “Project Final Completion Date” means, with respect to any Project, the Final Completion Date
with respect to such Project.



     “Project Loan Exposure” means, with respect to any Lender as of any date of determination, (a)
prior to the Term B Delayed Draw Loan Commitment Termination Date, that Lender’s Term B Delayed
Draw Project Loan Commitment and the aggregate outstanding principal amount of the Project Loans
made by that Lender; and (b) after the Term B Delayed Draw Loan Commitment Termination Date, the
outstanding principal amount of the Project Loans made by that Lender.



     “Project Loans” means collectively the Term B Funded Project Loans and the Term B Delayed Draw
Project Loans.



45









 





     “Project Loans Proceeds Sub-Account” is defined in the Disbursement Agreement.



     “Project Schedule” is defined in the Disbursement Agreement.



     “Project Tranches” means collectively the Term B Funded Project Tranche and the Term B Delayed
Draw Project Tranche.



     “Projects” means the Four Seasons Macao Overall Project, the Venetian Macao Overall Project,
the Sands Macao Podium Expansion Project, the Cotai Strip Infrastructure Project and the Casino
Operation Projects, and, from and after the date that any Cotai Strip Excluded Subsidiary is
designated as a Restricted Subsidiary, the Cotai Strip Investment Project owned by such Cotai Strip
Excluded Subsidiary; provided that a Secondary Project shall cease to be a “Project” at and
after such time, if any, as it is abandoned in accordance with the Disbursement Agreement.



     “Properties” means any and all real property (including all buildings, fixtures or other
improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by any
Loan Party.



     “Pro Rata Share” means (a) with respect to all payments, computations and other matters
relating to the Local Term Loan Commitment or the Local Term Loans of any Lender, the percentage
obtained by dividing (i) the Local Term Loan Exposure of that Lender by (ii) the
aggregate Local Term Loan Exposure of all Lenders, (b) with respect to all payments, computations
and other matters relating to the Term B Loan Commitment or the Term B Loans of any Lender, the
percentage obtained by dividing (i) the Term B Loan Exposure of that Lender by (ii)
the aggregate Term B Loan Exposure of all Lenders, (c) with respect to all payments, computations
and other matters relating to the Revolving Loan Commitment or the Revolving Loans of any Lender or
any Letters of Credit issued or participations therein purchased by any Lender, the percentage
obtained by dividing (i) the Revolving Loan Exposure of that Lender by (ii) the
aggregate Revolving Loan Exposure of all Lenders, (d) with respect to all payments, computations
and other matters relating to the Term B Delayed Draw Loan Commitment or the Term B Delayed Draw
Loans of any Lender, the percentage obtained by dividing (i) the Term B Delayed Draw Loan
Exposure of that Lender by (ii) the aggregate Term B Delayed Draw Loan Exposure of all
Lenders, (e) with respect to all payments, computations and other matters relating to the Term B
Funded Loan Commitment or the Term B Funded Loans of any Lender, the percentage obtained by
dividing (i) the Term B Funded Loan Exposure of that Lender by (ii) the aggregate
Term B Funded Loan Exposure of all Lenders, (f) with respect to all payments, computations, and
other matters relating to New Term Loan Commitments or New Term Loans of a particular Series, the
percentage obtained by dividing (a) the New Term Loan Exposure of that Lender with respect to that
Series by (b) the aggregate New Term Loan Exposure of all Lenders with respect to that Series, and
(g) for all other purposes with respect to each Lender, the percentage obtained by dividing
(i) the sum of the Local Term Loan Exposure of that Lender plus the Term B Loan Exposure of
that Lender plus the Revolving Loan Exposure of that Lender plus the New Term Loan
Exposure of that Lender by (ii) the sum of the aggregate Local Term Loan Exposure of all Lenders
plus the aggregate Term B Loan Exposure of all Lenders plus the aggregate Revolving
Loan Exposure of all Lenders plus the aggregate New Term Loan Exposure of all Lenders, in
any such case as the applicable percentage may be adjusted by assignments



46









 







permitted pursuant to subsection 10.1. The Pro Rata Share of each Lender as of the Closing
Date for purposes of each of clauses (a), (b), (c), (d), (e) and (g) of the preceding sentence is
set forth opposite the name of that Lender in Schedule 2.1 annexed hereto.



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



     “Quarterly Payment Date” means each April 1, July 1, October 1, and January 1.



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



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



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



     “Refinanced Debt” means existing intercompany loans in an aggregate principal amount of up to
$190 million in the aggregate (plus any accrued interest thereon) from the Company’s direct or
indirect parent company to the Company, the proceeds of which have been used to pay Project Costs
or similar costs relating to the Sands Macao Casino.



     “Refinancing” the repayment of the VVDIL Indebtedness on or prior to the Closing Date from
sources other than proceeds of the Loans.



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



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



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



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



     “Reimbursement Date” is defined in subsection 3.3B.



47









 





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



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



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



     “Requisite Lenders” means Lenders having or holding more than 50% of the sum of the aggregate
outstanding principal amount of all Loans and unused amount of the Commitments of all Lenders.



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



     “Restricted Payment” means (a) any dividend or other distribution, direct or indirect, on
account of any shares of any class of equity Securities of the Company now or hereafter
outstanding, except a dividend or distribution payable solely in shares of that class of equity
Securities to the holders of that class (or the accretion of such dividends or distribution), (b)
any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for
value,



48









 







direct or indirect, of any shares of any class of equity Securities of the Company now or
hereafter outstanding, (c) any payment made to retire, or to obtain the surrender of, any
outstanding warrants, options or other rights to acquire shares of any class of equity Securities
of the Company now or hereafter outstanding, and (d) any payment or prepayment of principal of,
premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including
in-substance or legal defeasance), sinking fund or similar payment with respect to Permitted
Subordinated Indebtedness.



     “Restricted Subsidiary” means Venetian Macau Finance Company, a Cayman Islands corporation,
V-HK Services Limited, a Hong Kong corporation, the Cotai Subsidiary, and each other Subsidiary of
the Company (other than the Borrower) that is not an Excluded Subsidiary, whether existing on the
Closing Date or subsequently formed or acquired.



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



     “Revolving Loan Commitment” means the commitment of a Lender to make Revolving Loans to the
Borrower pursuant to subsection 2.1A(vi), and “Revolving Loan Commitments” means such commitments
of all the Lenders in the aggregate.



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



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



     “Revolving Loan Exposure” means, with respect to any Lender as of any date of determination
(a) prior to the termination of the Revolving Loan Commitments, that Lender’s Revolving Loan
Commitment and the aggregate outstanding principal amount of the Revolving Loans made by that
Lender, (b) after the termination of the Revolving Loan Commitments, the aggregate outstanding
principal amount of the Revolving Loans of that Lender, and (c) in the case of Swing Line Lender,
the aggregate outstanding principal amount of all Swing Line Loans (net of any repayments thereof
with Revolving Loans by other Lenders).



     “Revolving Loan Lender” is defined in subsection 2.1A(vi).



     “Revolving Loans” is defined in subsection 2.1A(vi).



     “Revolving Note” means a promissory note of the Borrower payable to any Revolving Loan Lender,
in the form of Exhibit A-4 hereto (as such promissory note may be amended, endorsed or
otherwise modified from time to time), evidencing the aggregate Indebtedness of the Borrower to
such Revolving Loan Lender resulting from outstanding Revolving Loans, and also means all other
promissory notes accepted from time to time in substitution therefor or renewal thereof.



     “RL Percentage” means, relative to any Lender, the applicable percentage relating to Revolving
Loans set forth opposite its name on Schedule 2.1 hereto under the Revolving Loan
Commitment column or set forth in an Assignment Agreement under the Revolving Loan



49









 







Commitment column, as such percentage may be adjusted from time to time pursuant to Assignment
Agreements executed by such Lender and its assignee Lender and delivered pursuant to subsection
10.1B. A Lender shall not have any Revolving Loan Commitment if its percentage under the Revolving
Loan Commitment column is zero.



     “Sands Amendment” means the amendment to the Sands Macao Land Concession Contract to be
entered into after the date hereof, to accommodate the Sands Macao Podium Expansion Project.



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



     “Sands Macao Land Concession Contract” means the land concession contract, dated December 10,
2003, between Macau SAR and the Company (as it may be amended by the Sands Amendment) pursuant to
which Macau SAR has leased certain land in Macau SAR to the Company, and on which the Sands Macao
Casino is (and, upon completion, the Sands Macao Podium Expansion Project will be) located.



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



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



     “Scotia Capital” is defined in the preamble.



     “Secondary Projects” means the Projects other than the Primary Projects.



     “Section 951(a) Income” means income includable in the gross income of the Parent (or any
member of the consolidated group of which the Parent is the common parent) for U.S. federal income
tax purposes pursuant to Section 951(a) of the Code, as a result of the operations of the Company
and its Subsidiaries after December 31, 2005; provided that any such income includable in
the gross income of the Parent (or any member of the consolidated group of which the Parent is the
common parent) that is attributable to the operations of any Excluded Subsidiaries (unless cash
distributions in an amount equal to such income are received by the Company or any other Loan Party
from such Excluded Subsidiary solely for purposes of making Tax Distributions) shall not constitute
Section 951(a) Income.



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




50









 







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



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



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



     “Series” is defined in Section 2.9.



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



     “Settlement Service” is defined in subsection 10.1C.



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



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



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



     “Site 2” means the real property designated as such on the Cotai Plan, on which the Four
Seasons Overall Project is intended to be developed.



     “Site 3” means the real property designated as such on the Cotai Plan, on which a Casino
Operation Project is intended to be developed.



     “Site 5” means the real property designated as such on the Cotai Plan, on which a Cotai Strip
Investment Project may be developed.



     “Site 6” means the real property designated as such on the Cotai Plan, on which a Cotai Strip
Investment Project may be developed.



51









 





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



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



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



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



52









 





     “Sponsor Agreement” means that certain Sponsor Agreement, dated as of the date hereof, by and
among the Parent, the Administrative Agent, the Disbursement Agent and the Collateral Agent,
substantially in the form of Exhibit M hereto.



     “Standby Letter of Credit” means any standby letter of credit or similar instrument issued for
the purpose of supporting (a) Indebtedness of the Company or any other Loan Party in respect of
industrial revenue or development bonds or financings, (b) workers’ compensation liabilities of the
Company or any other Loan Party, (c) the obligations of third party insurers of the Company or any
other Loan Party arising by virtue of the laws of any jurisdiction requiring the third party
insurers, (d) obligations with respect to Capital Leases or Operating Leases of the Company or any
other Loan Party, (e) performance, payment, deposit or surety obligations of the Company or any
other Loan Party, in any case if required by Legal Requirement (including if required by any
Governmental Instrumentality or otherwise necessary in order to obtain any Permit related to any
Project) or in accordance with custom and practice in the industry, (f) Legal Requirements in
connection with the development of any Project and (g) for general corporate purposes of the
Company or any other Loan Party; provided that Standby Letters of Credit (other than those
referred to in clauses (e) and (f) above) may not be issued for the purpose of supporting (i) trade
payables or (ii) any Indebtedness constituting “antecedent debt” (as that term is used in Section
547 of Bankruptcy Code).



     “Stop Funding Notice” has the meaning given in the Disbursement Agreement.



     “Sub-Class” means (i) with respect to Lenders, each of the following sub-classes of Lenders:
(a) Lenders having Project Loan Exposure, (b) Lenders having Non-Casino Loan Exposure, (c) Lenders
having New Project Term Loan Exposure of each applicable Series, and (d) Lenders having New
Non-Casino Term Loan Exposure of each applicable Series and (ii) with respect to Loans, each of the
following tranches of Loans: (a) Project Loans, (b) Non-Casino Loans, (c) New Project Term Loans
comprising a portion of a Series of New Term Loans, and (d) New Non-Casino Term Loans comprising a
portion of a Series of New Term Loans.



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



     “Substitute Lender” is defined in subsection 10.7(a).



     “Sumitomo” is defined in the preamble.



53









 





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



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



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



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



     “Swing Line Note” means a promissory note of the Borrower payable to the Swing Line Lender, in
the form of Exhibit A-5 annexed hereto (as such promissory note may be amended, endorsed or
otherwise modified from time to time), evidencing the aggregate Indebtedness of the Borrower to the
Swing Line Lender resulting from outstanding Swing Line Loans, and also means all other promissory
notes accepted from time to time in substitution therefor or renewal thereof.



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



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



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



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



54









 





     “Term B Delayed Draw Facility” is defined in subsection 2.1A(v).



     “Term B Delayed Draw Loan” means a Term B Delayed Draw Non-Casino Loan or a Term B Delayed
Draw Project Loan.



     “Term B Delayed Draw Loan Commitment” means, as to any Lender, the amount of such Lender’s
Term B Delayed Draw Non-Casino Loan Commitment and such Lender’s Term B Delayed Draw Project Loan
Commitment, and “Term B Delayed Draw Loan Commitments” means such commitments of all Lenders in the
aggregate.



     “Term B Delayed Draw Loan Commitment Termination Date” means the earlier of (a) the occurrence
of a Commitment Termination Event, (b) the date on which the full amount of Term B Loans available
to be borrowed have been borrowed or (c) the date that is the twelve month anniversary of the
Closing Date or if such day is not a Business Day, the next succeeding Business Day.



     “Term B Delayed Draw Loan Exposure” means, with respect to any Lender as of any date of
determination, (a) prior to the Term B Delayed Draw Loan Commitment Termination Date, that Lender’s
Term B Delayed Draw Loan Commitment and the aggregate outstanding principal amount of the Term B
Delayed Draw Loans made by that Lender and (b) after the Term B Delayed Draw Loan Commitment
Termination Date, the outstanding principal amount of the Term B Delayed Draw Loans made by that
Lender.



     “Term B Delayed Draw Loan Lender” is defined in subsection 2.1A(v).



     “Term B Delayed Draw Non-Casino Loan” is defined in subsection 2.1A(v).



     “Term B Delayed Draw Non-Casino Loan Commitment” means the commitment of a Lender to make a
Term B Delayed Draw Non-Casino Loan to the Borrower pursuant to subsection 2.1A(v) of this
Agreement, and “Term B Delayed Draw Non-Casino Loan Commitments” means such commitments of all
Lenders in the aggregate.



     “Term B Delayed Draw Non-Casino Loan Commitment Amount” means $16,250,000.



     “Term B Delayed Draw Non-Casino Loan Lender” is defined in subsection 2.1A(v).



     “Term B Delayed Draw Non-Casino Percentage” means, relative to any Lender, the applicable
percentage relating to Term B Delayed Draw Non-Casino Loans set forth opposite its name on
Schedule 2.1 hereto under the Term B Delayed Draw Non-Casino Loan Commitment column or set
forth in a Assignment Agreement under the Term B Delayed Draw Non-Casino Loan Commitment column, as
such percentage may be adjusted from time to time pursuant to Assignment Agreements executed by
such Lender and its assignee Lender and delivered pursuant to subsection 10.1B. A Lender shall not
have any Term B Delayed Draw Non-Casino Loan Commitment if its percentage under the Term B Delayed
Draw Non-Casino Loan Commitment column is zero.



     “Term B Delayed Draw Non-Casino Tranche” is defined in subsection 2.1A(v).



55









 





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



     “Term B Delayed Draw Project Loan Commitment” means the commitment of a Lender to make a Term
B Delayed Draw Project Loan to the Borrower pursuant to subsection 2.1A(iv) of this Agreement, and
“Term B Delayed Draw Project Loan Commitments” means such commitments of all Lenders in the
aggregate.



     “Term B Delayed Draw Project Loan Commitment Amount” means $683,750,000.



     “Term B Delayed Draw Project Loan” is defined in subsection 2.1A(iv).



     “Term B Delayed Draw Project Loan Lender” is defined in subsection 2.1A(iv).



     “Term B Delayed Draw Project Percentage” means, relative to any Lender, the applicable
percentage relating to Term B Delayed Draw Project Loans set forth opposite its name on
Schedule 2.1 hereto under the Term B Delayed Draw Project Loan Commitment column or set
forth in a Assignment Agreement under the Term B Delayed Draw Project Loan Commitment column, as
such percentage may be adjusted from time to time pursuant to Assignment Agreements executed by
such Lender and its assignee Lender and delivered pursuant to subsection 10.1B. A Lender shall not
have any Term B Delayed Draw Project Loan Commitment if its percentage under the Term B Delayed
Draw Project Loan Commitment column is zero.



     “Term B Delayed Draw Project Tranche” is defined in subsection 2.1A(iv).



     “Term B Funded Facility” is defined in subsection 2.1A(iii).



     “Term B Funded Loan” means a Term B Funded Project Loan or a Term B Funded Non-Casino Loan.



     “Term B Funded Loan Commitment” means, as to any Lender, the amount of such Lender’s Term B
Funded Non-Casino Loan Commitment and such Lender’s Term B Funded Project Loan Commitment, and
“Term B Funded Loan Commitments” means such commitments of all Lenders in the aggregate.



     “Term B Funded Loan Exposure” means, with respect to any Lender as of any date of
determination, the outstanding principal amount of the Term B Funded Loans made by that Lender.



     “Term B Funded Loan Lender” is defined in subsection 2.1A(iii).



     “Term B Funded Non-Casino Loan” is defined in subsection 2.1A(iii).



56









 





     “Term B Funded Non-Casino Loan Commitment” means the commitment of a Lender to make a Term B
Funded Non-Casino Loan to the Borrower pursuant to subsection 2.1A(iii) of this Agreement, and
“Term B Funded Non-Casino Loan Commitments” means such commitments of all Lenders in the aggregate.



     “Term B Funded Non-Casino Loan Commitment Amount” means $16,250,000.



     “Term B Funded Non-Casino Loan Lender” is defined in subsection 2.1A(iii).



     “Term B Funded Non-Casino Percentage” means, relative to any Lender, the applicable percentage
relating to Term B Funded Non-Casino Loans set forth opposite its name on Schedule 2.1
hereto under the Term B Funded Non-Casino Loan Commitment column or set forth in a Assignment
Agreement under the Term B Funded Non-Casino Loan Commitment column, as such percentage may be
adjusted from time to time pursuant to Assignment Agreements executed by such Lender and its
assignee Lender and delivered pursuant to subsection 10.1B. A Lender shall not have any Term B
Funded Non-Casino Loan Commitment if its percentage under the Term B Funded Non-Casino Loan
Commitment column is zero.



     “Term B Funded Non-Casino Tranche” is defined in subsection 2.1A(iii).



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



     “Term B Funded Project Loan” is defined in subsection 2.1A(ii).



     “Term B Funded Project Loan Commitment” means the commitment of a Lender to make a Term B
Funded Project Loan to the Borrower pursuant to subsection 2.1A(ii) of this Agreement, and “Term B
Funded Project Loan Commitments” means such commitments of all Lenders in the aggregate.



     “Term B Funded Project Loan Commitment Amount” means $1,183,750,000.



     “Term B Funded Project Loan Lender” is defined in subsection 2.1A(ii).



     “Term B Funded Project Percentage” means, relative to any Lender, the applicable percentage
relating to Term B Funded Project Loans set forth opposite its name on Schedule 2.1 hereto
under the Term B Funded Project Loan Commitment column or set forth in an Assignment Agreement
under the Term B Funded Project Loan Commitment column, as such percentage may be adjusted from
time to time pursuant to Assignment Agreements executed by such Lender and its assignee Lender and
delivered pursuant to subsection 10.1B. A Lender shall not have any Term B Funded Project Loan
Commitment if its percentage under the Term B Funded Project Loan Commitment column is zero.



     “Term B Funded Project Tranche” is defined in subsection 2.1A(ii).



57









 





     “Term B Loan” or “Term B Loans” means one or more of the Term B Delayed Draw Loans and/or Term
B Funded Loans made by Lenders to the Borrower pursuant to subsection 2.1A(ii), (iii), (iv) or (v)
of this Agreement.



     “Term B Loan Commitment” means the Term B Funded Loan Commitment and the Term B Delayed Draw
Commitment of a Lender.



     “Term B Loan Exposure” means, with respect to any Lender as of any date of determination, the
Term B Funded Loan Exposure and the Term B Delayed Draw Loan Exposure of such Lender on such date.



     “Term B Loan Lender” or “Term B Loan Lenders” means one or more of the Term B Delayed Draw
Loan Lenders and/or Term B Funded Loan Lenders.



     “Term Loan Disbursement Account” is defined in the Disbursement Agreement.



     “Term Loan Disbursement Sub-Account” is defined in the Disbursement Agreement.



     “Term Loans” means, collectively, the Local Term Loans, the Term B Loans and any New Term
Loans.



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



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



     “Trade Contract” is defined in the Disbursement Agreement.



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



     “Transactions” is defined in subsection 4.1L.



     “Trigger Date” means the earlier of (i) the Venetian Macao Completion Date and (ii) the date
which is three months after both the Venetian Macao Resort Project and the Venetian Macao Casino
Project have commenced operations.



     “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New
York; provided, that if, with respect to any UCC financing statement or by reason of any
provisions of law, the perfection or the effect of perfection or non-perfection of the security



58









 







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



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



     “US Collateral Account Agreement” means that certain Disbursement Collateral Account
Agreement, to be entered into among the Borrower, the Disbursement Agent and the Administrative
Agent, in substantially the form of Exhibit E-4 hereto.



     “USD Livranca” means that certain promissory note, dated as of the date hereof, substantially
in the form of Exhibit E-12, regarding the Loans (other than the Local Term Loans) executed
by the Borrower, and endorsed by each Guarantor, in favor of the Collateral Agent.



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



     “Venetian Macao Capital Expenditures Amount” means, for each Fiscal Year beginning with the
Fiscal Year in which the Venetian Macao Opening Date occurs, $50,000,000.



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



     “Venetian Macao Completion Date” means the Completion Date with respect to the Venetian Macao
Overall Project.



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



     “Venetian Macao Land Concession Contract” means the land concession contract to be entered
into between Macau SAR and the Cotai Subsidiary pursuant to which Macau SAR will lease Sites 1 and
2 and the Park Site to the Cotai Subsidiary, and on which the Venetian Macao Overall Project and
the Four Seasons Macao Overall Project will be built.



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



     “Venetian Macao Opening Date” means the Opening Date with respect to the Venetian Macao
Overall Project.



59









 





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



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



     “VVDIL” means Venetian Venture Development Intermediate Limited, a company incorporated under
the laws of the Cayman Islands.



     “VVDIL Indebtedness” means Indebtedness (for which no guaranty or other credit support has
been given by the Loan Parties) under that certain Credit Agreement, dated March 27, 2003, by and
among VVDIL, Scotia Bank as Administrative Agent, Lead Arranger and Bookrunner, and the lenders
party thereto.



     “VVDIL Intercompany Debt” means existing intercompany loans of up to $183,261,000 in the
aggregate from VVDIL and/or one of its direct or indirect parent companies to the Company, the
proceeds of which have been used to pay Project Costs or similar costs relating to the Sands Macao
Casino.



     “Withdrawal Period” is defined in subsection 10.7(b).



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



     Except as otherwise expressly provided in this Agreement (including the last sentence of this
subsection 1.2), all accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with GAAP. Financial statements and other information required to be
delivered by the Borrower to Lenders pursuant to clauses (i), (ii), (iii), (iv) and (xiii) of
subsection 6.1 shall be prepared in accordance with GAAP as in effect at the time of such
preparation (and delivered together with the reconciliation statements provided for in subsection
6.1(v)) except for those exceptions from GAAP that are called for by the requirements of those
sections. Calculations in connection with the definitions, covenants and other provisions of this
Agreement shall utilize accounting principles and policies in conformity with those used to prepare
the financial statements referred to in subsection 5.3, except that where material changes to the
application of GAAP have occurred after the Closing Date, GAAP as in effect as of the Closing Date
will be applied. For the purposes of this Agreement, “consolidated” with respect to any Person
shall mean, unless expressly stated to be otherwise, such Person consolidated with its Restricted
Subsidiaries and shall not include any Excluded Subsidiary; provided that the parties
acknowledge that such definition of “consolidated” is not in accordance with GAAP.



60









 





     1.3 Other Definitional Provisions and Rules of Construction.



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



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



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



     Any reference to any agreement or instrument shall be deemed to include a reference to such
agreement or instrument as assigned, amended, supplemented or otherwise modified from time to time,
but only to the extent in accordance with subsection 7.13 (to the extent applicable).



     1.4 Exchange Rates.



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



     Not later than 5:00 p.m. (Eastern time) on each Recalculation Date, the Administrative Agent
shall (i) determine the aggregate amount of the Dollar Equivalent of the principal amounts of the
Local Term Loans and Swing Line Loans denominated in HK Dollars then outstanding and (ii) notify
the Lenders and the Borrower of the results of such determination. For purposes of determining
compliance under Section 7 with respect to any amount in Macau Patacas or HK Dollars, as the case
may be, such amount shall be deemed to equal the Dollar Equivalent thereof at the Exchange Rate in
effect at the time of such incurrence. Notwithstanding anything else in this Agreement, the
maximum amount of Indebtedness, Liens, Investments and other basket amounts that the Company, the
Borrower and the Restricted Subsidiaries may incur under Section 7 shall not be deemed to be
exceeded, with respect to any outstanding Indebtedness, Liens, Investments and other basket
amounts, solely as a result of fluctuations in the exchange rate of currencies. When calculating
capacity for the incurrence of additional Indebtedness, Liens, Investments and other basket amounts
by the Company, the Borrower and the Restricted Subsidiaries under Section 7 the exchange rate of
currencies shall be measured as of the date of calculation.



61









 





     Section 2. Amounts and Terms of Commitments and Loans.



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



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




     (i) Local Term Loans. In a single borrowing, on the Closing Date, each Lender
that has a Local Term Loan Commitment (referred to as a “Local Term Loan Lender”), agrees
that it will severally make loans (relative to such Lender, its “Local Term Loans”) to the
Borrower equal to such Lender’s Local Term Loan Percentage of the aggregate amount of the
borrowing of the Local Term Loans requested by the Borrower to be made on such day. No
amounts paid or prepaid with respect to Local Term Loans may be reborrowed. No Local Term
Loan Lender shall be permitted or required to make any Local Term Loan if, after giving
effect thereto, the aggregate outstanding principal amount of all Local Term Loans of such
Local Term Loan Lender would exceed such Lender’s Local Term Loan Percentage of the then
existing Local Term Loan Commitment Amount. Each Lender’s Local Term Loan Commitment shall
expire following the making of the Local Term Loans on the Closing Date. All Loans made or
committed to be made under this subsection, collectively, the “Local Term Facility”.




     (ii) Term B Funded Project Loans. In a single borrowing, on the Closing Date,
each Lender that has a Term B Funded Project Loan Commitment (referred to as a “Term B
Funded Project Loan Lender”), agrees that it will severally make loans (relative to such
Lender, its “Term B Funded Project Loans”) to the Borrower equal to such Lender’s Term B
Funded Project Percentage of the aggregate amount of the borrowing of the Term B Funded
Project Loans requested by the Borrower to be made on such day. No amounts paid or prepaid
with respect to Term B Funded Project Loans may be reborrowed. No Term B Funded Project
Loan Lender shall be permitted or required to make any Term B Funded Project Loan if, after
giving effect thereto, the aggregate outstanding principal amount of all Term B Funded
Project Loans of such Term B Funded Project Loan Lender would exceed such Lender’s Term B
Funded Project Percentage of the then existing Term B Funded Project Loan Commitment Amount.
Each Lender’s Term B Funded Project Loan Commitment shall expire following the making of
the Term B Funded Project Loans on the Closing Date. All Loans made or committed to be made
under this subsection, collectively, the “Term B Funded Project Tranche”.




     (iii) Term B Funded Non-Casino Loans. In a single borrowing, on the Closing
Date, each Lender that has a Term B Funded Non-Casino Loan Commitment (referred to as a
“Term B Funded Non-Casino Loan Lender” and each, together with each Term B Funded Project
Loan Lender, a “Term B Funded Loan Lender”), agrees that it will severally make loans
(relative to such Lender, its “Term B Funded Non-Casino Loans”) to the Borrower equal to
such Lender’s Term B Funded Non-Casino Percentage of the aggregate amount of the borrowing
of the Term B Funded Non-Casino Loans requested by the Borrower to be made on such day. No
amounts paid or prepaid



62









 







with respect to Term B Funded Non-Casino Loans may be reborrowed. No Term B Funded
Non-Casino Loan Lender shall be permitted or required to make any Term B Funded Non-Casino
Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Term
B Funded Non-Casino Loans of such Term B Funded Non-Casino Loan Lender would exceed such
Lender’s Term B Funded Non-Casino Percentage of the then existing Term B Funded Non-Casino
Loan Commitment Amount. Each Lender’s Term B Funded Non-Casino Loan Commitment shall expire
following the making of the Term B Funded Non-Casino Loans on the Closing Date. All Loans
made or committed to be made under this subsection, collectively, the “Term B Funded
Non-Casino Tranche”, and together with the Term B Funded Project Tranche, the “Term B Funded
Facility”.




     (iv) Term B Delayed Draw Project Loans. From time to time on any Business Day
occurring from and after the Closing Date but on or prior to the Term B Delayed Draw
Loan Commitment Termination Date, each Lender that has a Term B Delayed Draw Project
Loan Commitment (referred to as a “Term B Delayed Draw Project Loan Lender”), agrees that it
will severally make loans (relative to such Lender, its “Term B Delayed Draw Project Loans”)
to the Borrower equal to such Lender’s Term B Delayed Draw Project Percentage of the
aggregate amount of each borrowing of the Term B Delayed Draw Project Loans requested by the
Borrower to be made on such day. No amounts paid or prepaid with respect to Term B Delayed
Draw Project Loans may be reborrowed. No Term B Delayed Draw Project Loan Lender shall be
permitted or required to make any Term B Delayed Draw Project Loan if, after giving effect
thereto, the aggregate outstanding principal amount of all Term B Delayed Draw Project Loans
of such Term B Delayed Draw Project Loan Lender would exceed such Lender’s Term B Delayed
Draw Project Percentage of the then existing Term B Delayed Draw Project Loan Commitment
Amount. Each Lender’s Term B Delayed Draw Project Loan Commitment shall expire on the Term
B Delayed Draw Loan Commitment Termination Date. All Loans made or committed to be made
under this subsection, collectively, the “Term B Delayed Draw Project Tranche”.




     (v) Term B Delayed Draw Non-Casino Loans. From time to time on any Business
Day occurring from and after the Closing Date but on or prior to the Term B Delayed Draw
Loan Commitment Termination Date, each Lender that has a Term B Delayed Draw Non-Casino
Loan Commitment (referred to as a “Term B Delayed Draw Non-Casino Loan Lender” and each,
together with each Term B Delayed Draw Project Loan Lender, a “Term B Delayed Draw Loan
Lender”), agrees that it will severally make loans (relative to such Lender, its “Term B
Delayed Draw Non-Casino Loans”) to the Borrower equal to such Lender’s Term B Delayed Draw
Non-Casino Percentage of the aggregate amount of each borrowing of the Term B Delayed Draw
Non-Casino Loans requested by the Borrower to be made on such day. No amounts paid or
prepaid with respect to Term B Delayed Draw Non-Casino Loans may be reborrowed. No Term B
Delayed Draw Non-Casino Loan Lender shall be permitted or required to make any Term B
Delayed Draw Non-Casino Loan if, after giving effect thereto, the aggregate outstanding
principal amount of all Term B Delayed Draw Non-Casino Loans of such Term B Delayed Draw
Non-Casino Loan Lender would exceed such Lender’s Term B Delayed Draw Non-Casino Percentage
of the then existing Term B Delayed Draw Non-



63









 







Casino Loan Commitment Amount. Each Lender’s Term B Delayed Draw Non-Casino Loan
Commitment shall expire on the Term B Delayed Draw Loan Commitment Termination Date. All
Loans made or committed to be made under this subsection, collectively, the “Term B Delayed
Draw Non-Casino Tranche” and, together with the Term B Delayed Draw Project Tranche, the
“Term B Delayed Draw Facility”.




     (vi) Revolving Loans. From time to time on any Business Day occurring from and
after the Closing Date but prior to the Revolving Loan Commitment Termination Date, each
Lender that has a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”),
agrees that it will severally make loans (relative to such Lender, its “Revolving Loans”) to
the Borrower equal to such Lender’s RL Percentage of the aggregate amount of each borrowing
of the Revolving Loans requested by the Borrower to be made on such day. On the terms and
subject to the conditions hereof, the Borrower may from time to time borrow, prepay and
reborrow Revolving Loans. No Revolving Loan Lender shall be permitted or required to make
any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal
amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s RL
Percentage of the Letter of Credit Usage, would exceed such Lender’s RL Percentage of the
then existing Revolving Loan Commitment Amount and in no event shall the Total Utilization
of Revolving Loan Commitments at any time exceed the Revolving Loan Commitments then in
effect. Each Lender’s Revolving Loan Commitment shall expire on the Revolving Loan
Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder
with respect to the Revolving Loans and the Revolving Loan Commitments shall be repaid in
full no later than that date. All Loans made or committed to be made under this subsection,
collectively, the “Revolving Credit Facility”.




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



       B. Borrowing Mechanics. Loans made on any Funding Date (other than Revolving Loans
made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount
of a drawing under a Letter of Credit issued by it, and Swing Line Loans which shall be governed by
the provisions of subsection 2.10), shall be in an aggregate minimum amount of (y) $15,000,000 and
integral multiples of $5,000,000 in excess of that amount (or the equivalent in Macau Patacas) in
the case of Term Loans and (z) $1,000,000 and integral multiples of $100,000 in the case of
Revolving Loans.



64









 





     Whenever the Borrower desires that Lenders make Term Loans (other than the initial Credit
Extensions on the Closing Date and Term B Delayed Draw Loans on the Term B Delayed Draw Loan
Commitment Termination Date) or Project Cost Revolving Loans, the Borrower shall deliver to the
Disbursement Agent the Advance Request, Borrowing Notice, and related documentation required by the
terms of Section 2.4.1(a) of the Disbursement Agreement. Each such Advance Request and Borrowing
Notice must be received by the Disbursement Agent prior to 2:00 p.m., Eastern time, at least (i)
five Business Days prior to the requested Funding Date, in the case of Eurodollar Rate Loans, or
(ii) two Business Days prior to the requested Funding Date, in the case of Base Rate Loans and must
specify (x) the amount and Type of Loans to be borrowed, (y) the requested Funding Date and (z) in
the case of Eurodollar Rate Loans, the length of the initial Interest Period therefor. Each
relevant Lender will make the amount of its share of each borrowing as is required pursuant to and
subject to the requirements of Section 2.4.3(a) of the Disbursement Agreement available to the
Disbursement Agent in immediately available Dollars.



     Whenever the Borrower desires that Lenders make Revolving Loans that are not Project Cost
Revolving Loans (other than Revolving Loans made pursuant to subsection 3.3B for the purpose of
reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it,
and Swing Line Loans which shall be governed by the provisions of subsection 2.10), it shall
deliver to the Administrative Agent a Borrowing Notice no later than 1:00 p.m. (Eastern time) at
least five Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate
Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base
Rate Loan). The Borrowing Notice shall specify (i) the proposed Funding Date (which shall be a
Business Day), (ii) the amount of Revolving Loans requested, (iii) whether such Revolving Loans
shall be Base Rate Loans or Eurodollar Rate Loans, and (iv) in the case of any Loans requested to
be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. The Borrower
shall notify Administrative Agent prior to the funding of any such Revolving Loans in the event
that any of the matters to which the Borrower is required to certify in the applicable Borrowing
Notice is no longer true and correct as of the applicable Funding Date, and the acceptance by the
Borrower of the proceeds of any such Revolving Loans shall constitute a recertification by the
Borrower, as of the applicable Funding Date, as to the matters to which the Borrower is required to
certify in the applicable Borrowing Notice. The parties hereto acknowledge and confirm that,
notwithstanding any other provision of this Agreement, the Borrower shall not be permitted to
request that any Revolving Loans be made on the Closing Date.



     Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Borrowing Notice for a
Eurodollar Rate Loan or a HIBOR Rate Loan shall be irrevocable on and after the related Interest
Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance
therewith.



     All proceeds of Term B Funded Project Loans not otherwise used to repay the Refinanced Debt or
pay Transaction Costs on the Closing Date shall be deposited first, in the Interest Escrow Account
in the amount required by Section 4.1H(iii), pro rata with any Term B Funded Non-Casino Loans not
otherwise used to repay the Refinanced Debt or pay Transaction Costs on the Closing Date, and
second, in the Project Loans Proceeds Sub-Account. All proceeds of Term B Funded Non-Casino Loans
not otherwise used to repay the Refinanced Debt



65









 







or pay Transaction Costs on the Closing Date shall be deposited first, in the Interest Escrow
Account in the amount required by Section 4.1H(iii), pro rata with any Term B Funded Project Loans
not otherwise used to repay the Refinanced Debt or pay Transaction Costs on the Closing Date, and
second, in the Non-Casino Loans Proceeds Sub-Account. All proceeds of Local Term Loans borrowed on
the Closing Date shall be deposited in the Local Currency Loans Account. All Term B Delayed Draw
Loans not otherwise borrowed prior to the Term B Delayed Draw Loan Commitment Termination Date may
be borrowed on the Term B Delayed Draw Loan Commitment Termination Date and deposited in the
Project Loans Proceeds Sub-Account and the Non-Casino Loans Proceeds Sub-Account, as applicable,
following delivery of a Borrowing Notice with respect to such Term B Delayed Draw Loans setting
forth the information requested thereby.



     C. Lending of Funds. All Loans under this Agreement shall be made by the Lenders
simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no
Lender shall be responsible for any default by any other Lender in that other Lender’s obligation
to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular
type of Loan requested be increased or decreased as a result of a default by any other Lender in
that other Lender’s obligation to make a Loan requested hereunder. Promptly after receipt by the
Administrative Agent of (x) in the case of Term Loans (other than the initial Credit Extensions on
the Closing Date, and Term B Delayed Draw Loans on the Term B Delayed Draw Loan Commitment
Termination Date) or Project Cost Revolving Loans, an Advance Request and Construction Consultant’s
certificate from the Disbursement Agent, or (y) if no delivery is required pursuant to clause (x),
in the case of any Term Loans or any Revolving Loans, a Borrowing Notice pursuant to subsection
2.1B, the Administrative Agent shall notify each Lender of the proposed borrowing. Each applicable
Lender shall (unless in the case of Term Loans or Project Cost Revolving Loans, the Administrative
Agent shall have subsequently received a Stop Funding Notice) make the amount of its Loan available
to the Administrative Agent not later than 12:00 Noon (Eastern time) on the applicable Funding Date
(which in the case of Term Loans (other than the initial Credit Extensions on the Closing Date and
Term B Delayed Draw Loans on the Term B Delayed Draw Loan Commitment Termination Date) and Project
Cost Revolving Loans shall be the “Advance Date” specified in the applicable Advance Notice), in
same day funds in Dollars (other than Local Term Loans, which shall be funded in Macau Patacas), at
the Payment and Funding Office, and the Administrative Agent shall make such funds (a) available to
the Disbursement Agent no later than 1:00 pm (Eastern time) on the applicable Funding Date by
depositing such Local Term Loans in the Local Currency Loans Account and such Term B Loans or
Project Cost Revolving Loans in the applicable Term Loan Disbursement Sub-Account (and in so doing
such Loans shall be deemed made available to the Borrower hereunder) and the Disbursement Agent
shall then make the proceeds of such Loans available to the Borrower in accordance with and upon
fulfillment of the conditions set forth in the Disbursement Agreement, and (b) in the case of all
Revolving Loans other than Project Cost Revolving Loans, available to the Borrower no later than
1:00 p.m. (Eastern time) on the applicable Funding Date. Notwithstanding the foregoing, upon
instruction of the Administrative Agent, Local Term Loans made on the Closing Date will instead be
made available to the Disbursement Agent not later than 12:00 noon (Macau time) by direct deposit
of such Loans by the Local Term Lenders into the Local Currency Loans Account on behalf of the
Administrative Agent. Except as provided in subsection 3.3B with respect to Revolving Loans used
to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued



66









 







by it, upon satisfaction or waiver of the conditions precedent specified in subsection 4.2,
the Administrative Agent shall make the aggregate amount of Revolving Loans received by the
Administrative Agent from Lenders available by crediting the account of the Borrower at the Payment
and Funding Office in the amount of such Loans.



     The Administrative Agent shall notify each relevant Lender promptly upon receipt of any Stop
Funding Notice, but shall bear no liability if, despite the receipt of such Stop Funding Notice,
any Lender makes available any money to the Administrative Agent in respect of the requested Loans.
In such event, the Administrative Agent shall refund the amount received by it as promptly as
possible and in any event by the following Business Day.



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



       D. The Register.




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




     (ii) The Administrative Agent shall record, or shall cause to be recorded, in the
Register the Commitment and the Loans (in accordance with the provisions of Section 10.1)
from time to time of each Lender, and each repayment or prepayment in respect of the
principal amount of the Loans of each Lender. Any such recordation shall be conclusive and
binding on the Borrower and each Lender, absent manifest error;



67









 







provided that failure to make any such recordation, or any error in such
recordation, shall not affect any Lender’s Commitments or the Obligations of any Loan Party
in respect of any applicable Loans.




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




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



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



     2.2 Interest on the Loans.



     A. Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Loan
shall bear interest on the unpaid principal amount thereof from the date made through maturity
(whether by acceleration or otherwise) at a rate determined by reference to (i) the Base Rate, (ii)
in the case of Revolving Loans (but not including Swing Line Loans) or Term B Loans, the Adjusted
Eurodollar Rate, or (iii) in the case of Local Term Loans only, the HIBOR Rate. The applicable
basis for determining the rate of interest with respect to any Loan shall be selected by the
Borrower initially at the time a Borrowing Notice is given with respect to such Loan pursuant



68









 







to subsection 2.1B, and the basis for determining the interest rate with respect to any Loan
may be changed from time to time pursuant to subsection 2.2D. If on any day a Loan is outstanding
with respect to which notice has not been delivered to the Administrative Agent in accordance with
the terms of this Agreement specifying the applicable basis for determining the rate of interest,
then for that day that Loan shall bear interest determined by reference to the Base Rate. Subject
to the provisions of subsections 2.2E and 2.7, the Loans shall bear interest at a rate per annum as
follows:




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




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




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


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




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




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




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




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




     (iv) any Interest Period that begins on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the calendar



69









 







month at the end of such Interest Period) shall, subject to subsection 2.2B(v), end on
the last Business Day of a calendar month;




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




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




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




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




     (ix) the Borrower may not select an Interest Period of greater than one month until
sixty days after the Closing Date (unless prior thereto the Co-Syndication Agents provide
written notice that the syndication has been completed).



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



       D. Conversion or Continuation. Subject to the provisions of subsection 2.6, the
Borrower shall have the option (i) to convert at any time all or any part of its outstanding Loans
equal to $3,000,000 (or $1,000,000 in the case of Revolving Loans) and integral multiples of
$1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference
to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or
(ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan or HIBOR Rate
Loan, to continue all or any portion of such Loan equal to $3,000,000 and integral multiples of
$1,000,000 in excess of that amount as a Eurodollar Rate Loan or HIBOR Rate Loan; provided,
however, that a Eurodollar Rate Loan or HIBOR Rate Loan may only be converted into a Base
Rate Loan on the expiration date of an Interest Period applicable thereto.



     The Borrower shall deliver a Conversion/Continuation Notice to the Administrative Agent no
later than 1:00 p.m. (Eastern time) at least one Business Day in advance of the



70









 







proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least five
Business Days in advance of the proposed conversion/continuation date (in the case of a conversion
to, or a continuation of, a Eurodollar Rate Loan or HIBOR Rate Loan). A Conversion/Continuation
Notice shall specify (i) the proposed conversion/continuation date (which shall be a Business Day),
(ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed
conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar
Rate Loan or HIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion
to, or a continuation of, a Eurodollar Rate Loan or HIBOR Rate Loan, that no Potential Event of
Default or Event of Default has occurred and is continuing. In lieu of delivering the
above-described Conversion/Continuation Notice, the Borrower may give the Administrative Agent
telephonic notice by the required time of any proposed conversion/continuation under this
subsection 2.2D; provided that such notice shall be promptly confirmed in writing by
delivery of a Conversion/Continuation Notice to the Administrative Agent on or before the proposed
conversion/continuation date. Upon receipt of written or telephonic notice of any proposed
conversion/continuation under this subsection 2.2D, the Administrative Agent shall promptly
transmit such notice by telefacsimile or telephone to each Lender.



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



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



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



71









 





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



     2.3 Fees.



     A. Commitment Fees. The Borrower agrees to pay to the Administrative Agent, for
distribution to each (i) Revolving Loan Lender in proportion to that Lender’s Pro Rata Share,
commitment fees for the period from and including the Closing Date to and excluding the Revolving
Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan
Commitments over the sum of (A) the aggregate principal amount of outstanding Revolving Loans but
not the Letter of Credit Usage plus (B) the Letter of Credit Usage multiplied by
0.50% per annum, and (ii) each Term B Delayed Draw Loan Lender in proportion to that Lender’s Pro
Rata Share, commitment fees for the period from and including the Closing Date to and excluding the
Term B Delayed Draw Loan Commitment Termination Date equal to the average of the daily unused Term
B Delayed Draw Loan Commitments multiplied by 1.375% per annum, in each case such
commitment fees to be calculated on the basis of a 360-day year and the actual number of days
elapsed and to be payable quarterly in arrears on each Quarterly Payment Date, commencing on the
first such date to occur after the Closing Date, and on the Revolving Loan Commitment Termination
Date or the Term B Delayed Draw Loan Commitment Termination Date, as applicable.



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



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



72









 





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



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



     A. Scheduled Payments of Term Loans.



     Local Term Loans. The Borrower shall make principal payments on the Local Term Loans
in Macau Patacas in installments on each Quarterly Payment Date commencing with the Quarterly
Payment Date at the end of the first full fiscal quarter following the Venetian Macao Completion
Date and on the Maturity Date (to the extent not previously repaid), in an amount equal to 6.25% of
the initial aggregate principal amount of Local Term Loans; provided that the remainder
shall be due in four equal installments on the final three Interest Payment Dates for Term Loans
preceding, and on, the applicable Maturity Date; and



     Term B Loans. The Borrower shall make principal payments on the Term B Delayed Draw
Loans and the Term B Funded Loans in Dollars in installments on each Interest Payment Date for Term
Loans commencing with the Interest Payment Date at the end of the first full fiscal quarter
following the Venetian Macao Completion Date and on the applicable Maturity Date (to the extent not
previously repaid), in an amount equal to 0.25% of the initial aggregate principal amount of such
Class of Term B Loans; provided that the remainder shall be due in four equal installments
on the final three Interest Payment Dates for Term Loans preceding, and on, the applicable Maturity
Date; provided, further, in the event any New Term Loans are made, such New Term
Loans shall be repaid as set forth in the applicable Joinder Agreement


; provided, further, that the scheduled installments of principal of each Class of
Term Loans set forth above shall be reduced in connection with any voluntary or mandatory
prepayments of the Term Loans in accordance with subsection 2.4B(iv), and the final installment
payable by the Borrower in respect of the Term Loans shall be in an amount, if such amount is
different from that specified above, sufficient to repay all amounts owing by the Borrower under
this Agreement with respect to the Term Loans.




     B. Prepayments and Unscheduled Reductions in Commitments.




     (i) Voluntary Prepayments. The Borrower may, upon not less than one Business
Day’s prior written or telephonic notice given to the Administrative Agent by 1:00 p.m.
(Eastern time), in the case of Base Rate Loans (other than Swing Line Loans denominated in
HK Dollars), five Business Days’ prior written or telephonic notice given to the
Administrative Agent by 1:00 p.m. (Eastern time), in the case of Eurodollar Rate Loans and
HIBOR Rate Loans, and upon written or telephonic notice given to the Administrative Agent by
11:00 a.m. (Hong Kong time) on the date of such prepayment with respect to Swing Line Loans
denominated in HK Dollars, and in each case, if given by telephone, promptly confirmed in
writing to the Administrative Agent (which original written or telephonic notice
Administrative Agent will promptly transmit by telefacsimile or telephone to each Lender),
at any time and from time to time prepay any Loans on any



73









 







Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and
integral multiples of $1,000,000 in excess of that amount (or in the case of Swing Line
Loans, in an aggregate minimum amount of $500,000, and in integral multiples of $100,000 in
excess of that amount); provided, however, that with respect to any
Eurodollar Rate Loan or a HIBOR Rate Loan not prepaid on the expiration of the Interest
Period applicable thereto the Borrower shall pay any amount payable pursuant to subsection
2.6D; provided, further, that no such voluntary prepayments will be
permitted (other than in respect of Revolving Loans or Swing Line Loans) at any time prior
to the date that all Active Projects have achieved Completion unless the Borrower
demonstrates in an Officers’ Certificate that the Company is In Balance on a pro forma basis
after giving effect to such prepayment, it being understood that this requirement shall be
reinstated at any time thereafter if and when another Project becomes an Active Project, and
shall continue until such other Project reaches Completion or is abandoned, at which time
this requirement will again terminate so long as no other Project has then become an Active
Project. Notice of prepayment having been given as aforesaid, the principal amount of the
Loans specified in such notice shall become due and payable on the prepayment date specified
therein in the currency in which such loans were made to the Borrower unless such notice is
in connection with a refinancing of the Loans in which case such notice may be conditioned
upon consummation of such refinancing. Any such voluntary prepayment shall be applied as
specified in subsection 2.4B(iv).




     (ii) Voluntary Reductions of Commitments. The Borrower may, upon not less than
five Business Days’ prior written or telephonic notice confirmed in writing to the
Administrative Agent (which original written or telephonic notice Administrative Agent will
promptly transmit by telefacsimile or telephone to each Lender), at any time and from time
to time terminate in whole or permanently reduce in part, without premium or penalty, (A)
the Revolving Loan Commitments in an amount up to the amount by which the Revolving Loan
Commitments exceed the Total Utilization of Revolving Loan Commitments at the time of such
proposed termination or reduction, or (B) the Term B Delayed Draw Loan Commitments;
provided that any such partial reduction of such Commitments shall be in an
aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of
that amount; provided, further, that no such voluntary commitment reductions
will be permitted at any time prior to the date that all Active Projects have achieved
Completion unless the Borrower demonstrates in an Officers’ Certificate that the Company is
In Balance on a pro forma basis after giving effect to such reduction. The Borrower’s
notice to the Administrative Agent shall designate the date (which shall be a Business Day)
of such termination or reduction and the amount of any partial reduction, it being
understood that this requirement shall be reinstated at any time thereafter if and when
another Project becomes an Active Project, and shall continue until such other Project
reaches Completion or is abandoned, at which time this requirement will again terminate so
long as no other Project has then become an Active Project, and such termination or
reduction of such Commitments shall be effective on the date specified in the Borrower’s
notice and shall reduce such Commitment of each Lender proportionately to its Pro Rata
Share. Any such voluntary reduction of the Commitments shall be applied as specified in
subsection 2.4B(iv).



74









 






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




     (a) Prepayments From Net Asset Sale Proceeds. If any Asset Sale is consummated
on or after the Opening Date of the Project (or portion thereof) to which such assets being
sold, transferred or otherwise disposed of relate, then no later than the fifth Business Day
following the date of receipt by any Loan Party of any Net Asset Sale Proceeds in respect of
such Asset Sale (other than Net Asset Sale Proceeds in respect of (i) the sale of any
obsolete, worn out or surplus assets or assets no longer used or useful in the business of a
Loan Party to the extent such Net Asset Sale Proceeds are reinvested in the business of the
Loan Parties within 12 months of receipt and (ii) Permitted Asset Dispositions or Asset
Sales permitted pursuant to subsections 7.7(xviii) or (xx), to the extent such Net Asset
Sale Proceeds are reinvested in assets of the Loan Parties constituting Collateral within 12
months of receipt), the Borrower shall prepay the Loans in an aggregate amount equal to such
Net Asset Sale Proceeds (except that, in the case of Net Asset Sale Proceeds received from
Permitted Asset Dispositions constituting the sale of the Venetian Macao Mall, Four Seasons
Mall or Four Seasons Macao Resort Project (including any complementary suites comprising a
portion thereof), if the Company makes a dividend with the proceeds thereof in accordance
with subsection 7.5(ii), such prepayments shall only be required in an amount not less than
the greater of (x) all Project Costs spent in respect of such Project and (y) 75% of the Net
Asset Sale Proceeds received in respect of such Permitted Asset Disposition);
provided that no such prepayment or reinvestment shall be required with respect to
any Asset Sales if at the time such prepayment would otherwise be due (A) no Event of
Default or Potential Event of Default has occurred and is continuing or will result from
such Asset Sale, and (B) the Consolidated Leverage Ratio is, prior to giving effect to such
prepayment, less than 3.0:1.0. For purposes of this subsection 2.4B(iii)(a), (a) no Net
Asset Sale Proceeds shall be deemed to have been received by a Loan Party as a result of any
Asset Sale of a complementary accommodation at any Project until such time as the final
payment for such Asset Sale is received (and is not contractually subject to return or
refund) by a Loan Party, and (b) no prepayment shall be required with respect to Net Asset
Sale Proceeds received as a result of Asset Sales of complementary accommodations until the
aggregate amount of such Net Asset Sale Proceeds is in excess of $10,000,000 since the prior
prepayment made with respect to Net Asset Sale Proceeds received as a result of Asset Sales
of complementary accommodations, and in no event shall any prepayments with respect to Net
Asset Sale Proceeds received as a result of Asset Sales of complementary accommodations be
required to be made more frequently than once per calendar month.




     (b) Prepayments from Net Loss Proceeds. Subject to subsection 6.4C, the terms
of the Gaming Concession Contract and applicable law, no later than the date on which Net
Loss Proceeds are required to be applied to prepayment of Loans pursuant to the last
sentence of this subsection 2.4B(iii)(b), the Borrower shall prepay the Loans in an amount
equal to such Net Loss Proceeds; provided, however, so long as no Event of
Default has occurred and is continuing, the Borrower or another Loan Party may use such Net
Loss Proceeds to repair, restore and replace the property or asset with respect to



75









 







which such Net Loss Proceeds were paid in order to compensate the Borrower or such
other Loan Party for the Event of Loss which occurred thereto so long as such Net Loss
Proceeds are used for such purposes within 365 days of the Borrower’s receipt of such Net
Loss Proceeds. To the extent such Net Loss Proceeds are not so reinvested, the Borrower
will make a prepayment of the Loans within five Business Days of the end of such 365 day
period; provided further, that no prepayment shall be required with any Net
Loss Proceeds from any Event of Loss that, taken together with all other Events of Loss from
and after the Closing Date as to which the Net Loss Proceeds were not used to prepay loans
hereunder do not exceed $5,000,000 in the aggregate, so long as such Net Loss Proceeds are
reinvested in assets of the Loan Parties used or useful in the business of the Loan Parties
(which assets shall be pledged as Collateral to support the Obligations) within 365 days of
the Borrower’s receipt of such Net Loss Proceeds.




     (c) Prepayments from Net Termination Proceeds. No later than the fifth
Business Day following the date of receipt by the Company or any other Loan Party of any Net
Termination Proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to
100% of such Net Termination Proceeds.




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




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




     (f) Prepayments Due to Residual Term Loan Proceeds.




     (1) On December 31, 2007 (as such date may be extended to the same extent that
the Outside Completion Deadline for the Sands Macao Podium Expansion Project or the
Venetian Macao Overall Project is extended in accordance with the terms of Section
6.3.2 of the Disbursement Agreement due to Events of Force Majeure), if the
conditions precedent to the Initial Standard



76









 







Advance Date set forth in Section 3.1 of the Disbursement Agreement have not
been met, the Borrower shall apply any proceeds of Term Loans on deposit in the
General Disbursement Account, the Term Loan Disbursement Account, the Interest
Escrow Account, and any other Account or sub-account thereof maintained under the
Disbursement Agreement or this Agreement within five Business Days of such date, pro
rata between the Facilities, to prepay the Loans (including any outstanding
Revolving Loans), and reduce the Revolving Loan Commitments to an amount no greater
than $250,000,000; and




     (2) on the fifth Business Day following the Last Project Final Completion Date,
pursuant to the terms of the Disbursement Agreement, any proceeds of Term Loans or
Revolving Loans remaining in the Local Currency Loans Account, the Non-Casino
Sub-Account, or the Casino Sub-Account maintained under the Disbursement Agreement
(collectively, “Completion Proceeds”) shall be applied to prepay the Loans;
provided that no such prepayment shall be required if the Consolidated
Leverage Ratio on such fifth Business Day after the Last Project Final Completion
Date is, prior to giving effect to such prepayment, less than 3.0:1.0.




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




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



77









 






     (i) Prepayments Due to Excess Cash Flow. In the event that there shall be
Consolidated Excess Cash Flow for any Fiscal Year commencing with the first full Fiscal Year
following the one-year anniversary of the Venetian Macao Completion Date, the Borrower
shall, no later than 105 days after the end of such Fiscal Year, prepay the Loans in an
aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary
and scheduled repayments of Consolidated Total Debt (excluding repayments of Revolving Loans
or Swing Line Loans except to the extent the Revolving Loan Commitments are permanently
reduced in connection with such repayments); provided during any period in which the
Consolidated Leverage Ratio (determined for any such period by reference to the Compliance
Certificate delivered pursuant to subsection 6.1(iv) calculating the Consolidated Leverage
Ratio as of the last day of such Fiscal Year) shall be less than 5.0:1.00 but greater than
or equal to 4.0:1.0, the Borrower shall only be required to make the prepayments and/or
reductions otherwise required hereby in an amount equal to (i) 25% of such Consolidated
Excess Cash Flow minus (ii) voluntary and scheduled repayments of Consolidated Total Debt
(excluding repayments of Revolving Loans except to the extent the Revolving Loan Commitments
are permanently reduced in connection with such repayments); and provided,
further that during any period in which the Consolidated Leverage Ratio (determined
for any such period by reference to the Compliance Certificate delivered pursuant to
subsection 6.1(iv) calculating the Consolidated Leverage Ratio as of the last day of such
four Fiscal Quarter period) shall be 4.0:1.00 or less, the Borrower shall not be required to
make the prepayments and/or reductions otherwise required hereby.




     (j) Prepayments Due to Currency Fluctuations. The Administrative Agent shall
calculate the Dollar Equivalent of the Total Utilization of Revolving Loan Commitments on
each Recalculation Date. If such calculation reflects that, as of such Recalculation Date,
the Dollar Equivalent of the Total Utilization of Revolving Loan Commitments exceeds an
amount equal to one hundred and two percent (102%) of the Revolving Loan Commitment Amount
then in effect, then, within two Business Days after notice of such calculation from the
Administrative Agent to the Borrower, the Borrower shall prepay Swing Line Loans or
Revolving Loans and/or cash collateralize outstanding Letters of Credit in an aggregate
amount sufficient to reduce the Total Utilization of Revolving Loan Commitments as of such
date of payment to an amount not exceeding one hundred percent (100%) of the Revolving Loan
Commitment Amount then in effect; provided, that solely for purposes of measuring compliance
with this Section 2.4B(iii)(j), the amount of cash collateral delivered to the Collateral
Agent pursuant hereto shall be deemed to have reduced the Revolving Loan Commitment Amount.
Each such prepayment shall be applied to the Revolving Loans of Revolving Lenders in
accordance with their respective Pro Rata Shares.




     (iv) Application of Prepayments.




     (a) Application of Voluntary Prepayments by Type of Loan and Order of Maturity.
Any voluntary prepayments pursuant to subsection 2.4B(i) shall be applied as specified by
the Borrower in the applicable notice of prepayment; provided that in the event the
Borrower fails to specify the Loans to which any such prepayment shall be applied, such
prepayment shall be applied first to repay outstanding Swing Line Loans



78









 







and Revolving Loans to the full extent thereof on a pro rata basis and second
to repay outstanding Term Loans on a pro rata basis (in accordance with subsection
2.4B(iv)(c)); provided, further, that so long as any such Tranche is
outstanding, all voluntary prepayments of Term B Funded Loans or Term B Delayed Draw Loans
shall in each case be made pro rata as among the Project Tranche and Non-Casino Tranche
comprising a portion thereof.




       (b) Application of Mandatory Prepayments by Type of Loans.




     (1) General Application. Any amount (the “Applied Amount”) required to
be applied as a mandatory prepayment of the Term Loans pursuant to subsections
2.4B(iii)(a)-(f), (h) or (i) shall be applied, subject to paragraph (d) below, to
first prepay the Term Loans on a pro rata basis (measured first as between
(x) Term B Funded Loans and (y) outstanding Term B Delayed Draw Loans and Term B
Delayed Draw Loan Commitments, then as between the respective Non-Casino Tranches
and Project Tranches comprising a portion thereof) to the full extent thereof and
second, to the extent of any remaining portion of the Applied Amount, to
prepay the Revolving Loans to the full extent thereof (without any reduction of
Revolving Loan Commitments).




     (2) Term B Delayed Draw Loans. If, at any time prior to the Term B
Delayed Draw Loan Commitment Termination Date, any prepayments of Term B Delayed
Draw Loans are required pursuant to this subsection 2.4B(iv)(b) in an amount
exceeding the Term B Delayed Draw Loans then outstanding (the excess of the portion
of the Applied Amount to be applied to Term B Delayed Draw Loans over the aggregate
principal amount of Term B Delayed Draw Loans then outstanding, the “Excess Term B
Delayed Draw Amount”) then: (A) the outstanding Term B Delayed Draw Loans shall be
prepaid in full, (B) the lesser of (x) the Excess Term B Delayed Draw Amount and (y)
an amount equal to the remaining Term B Delayed Draw Loan Commitments shall be
deposited in proper proportion into the applicable Term Loan Disbursement
Sub-Accounts, and (C) an amount of Term B Delayed Draw Loan Commitments equal to the
Excess Term B Delayed Draw Amount, or if less, the remaining Term B Delayed Draw
Loan Commitments, shall be canceled.




       (c) Application of Prepayments of Term Loans to the Scheduled Installments of
Principal Thereof. Any prepayments of a Class of Term Loans pursuant to subsection
2.4B(i) or 2.4B(iii)(a)-(f), (h) or (i) shall be applied to reduce the scheduled
installments of principal of such tranche of Term Loans set forth in subsection 2.4A, on a
pro rata basis.




       (d) Refusal of Prepayments. Notwithstanding the foregoing, in the case of any
such prepayment of the Term B Funded Loans otherwise required to be applied pursuant to this
subsection, any Term B Funded Loan Lender may elect not to have its Term B Funded Loans
prepaid by delivering a notice to the Administrative Agent at least one Business Day prior
to the date that such prepayment is to be made in which notice such Lender shall decline to
have such Term B Funded Loans prepaid with the amounts



79









 







set forth above, in which case the amounts that would have been applied to a prepayment
of such Term B Funded Loan Lender’s Term B Funded Loans shall instead be applied first, to a
prepayment of the outstanding principal amount of (i) all outstanding Term B Delayed Draw
Loans (in accordance with the terms of subsection 2.4(B)(iv)(b)(2) above) and (ii) all
outstanding Local Term Loans, on a pro rata basis, until all outstanding Term B Delayed Draw
Loans and Local Term Loans have been prepaid in full, second, to prepay other outstanding
Term B Funded Loans, and third, to a repayment of outstanding Revolving Loans (without any
reductions in Commitments thereunder). Any remaining proceeds shall be returned to the
Borrower.




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



       C. General Provisions Regarding Payments.




     (i) Manner and Time of Payment. All payments by the Borrower of principal,
interest, fees and other Obligations hereunder and under the Notes shall be made in Dollars
(other than with regard to (a) Local Term Loans, for which payments shall be made in Macau
Patacas, and (b) Swing Line Loans, for which payments shall be made in Dollars or HK
Dollars, as applicable) in same day funds, without defense, setoff or counterclaim, free of
any restriction or condition, and delivered to the Administrative Agent not later than 1:00
p.m. (Eastern time) on the date due at the Payment and Funding Office (except that in the
case of (x) Swing Line Loans denominated in HK Dollars and (y) Local Term Loans only, the
time for delivery shall be 1:00 p.m. (local time) on the date due at an office of the
Administrative Agent, or to an account in the name of the Administrative Agent, to be
notified to the Borrower in writing) for the account of Lenders; for purposes of computing
interest and fees, funds received by the Administrative Agent after that time on such due
date shall be deemed to have been paid by the Borrower on the next succeeding Business Day.
The Borrower hereby authorizes the Administrative Agent to charge its accounts with
Administrative Agent in order to cause timely payment to be made to the Administrative Agent
of all principal, interest, fees and expenses due hereunder (subject to sufficient funds
being available in its accounts for that purpose).




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




     (iii) Apportionment of Payments. Aggregate principal and interest payments in
respect of Loans shall be apportioned among all outstanding Loans proportionately to
Lenders’ respective Pro Rata Shares. The Administrative Agent (or its agent or sub-agent
appointed by it) shall promptly distribute to each Lender, at its primary address set forth



80









 







on Schedule 2.1 or at such other address as such Lender may request, its Pro
Rata Share of all such payments received by the Administrative Agent and the commitment fees
of such Lender when received by the Administrative Agent pursuant to subsection 2.3.
Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the
provisions of subsection 2.6C, any Conversion/Continuation Notice is withdrawn as to any
Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata
Share of any Eurodollar Rate Loans or HIBOR Rate Loans, the Administrative Agent shall give
effect thereto in apportioning payments received thereafter.




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




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



       2.5 Use of Proceeds.



       A. Revolving Loans. The proceeds of the Revolving Loans (other than any New Revolving
Loans), including any Swing Line Loans, shall be applied by the Borrower for working capital and
general corporate purposes of the Loan Parties (other than the Immaterial Subsidiaries) (including
to finance Non-Casino Project Costs and/or to make Cotai Strip Investments), including any
investment or payment permitted hereunder.



       B. Local Term Loans. The proceeds of the Local Term Loans shall be applied by the
Borrower to pay Project Costs, finance land concession payments pursuant to Land Concession
Contracts permitted by the terms of this Agreement to be entered into and exist, and make Cotai
Strip Investments.



       C. Term B Delayed Draw Project Loans. The proceeds of the Term B Delayed Draw Project
Loans shall be applied by the Borrower to pay Project Costs, finance land concession payments
pursuant to Land Concession Contracts permitted by the terms of this Agreement to be entered into
and exist, and make Cotai Strip Investments.



       D. Term B Delayed Draw Non-Casino Loans. The proceeds of the Term B Delayed Draw
Non-Casino Loans shall be applied by the Borrower to pay Non-Casino Project Costs,



81









 







finance land concession payments pursuant to Land Concession Contracts permitted by the terms
of this Agreement to be entered into and exist, and make Cotai Strip Investments.



     E. Term B Funded Project Loans. The proceeds of the Term B Funded Project Loans shall
be applied by the Borrower to repay the Refinanced Debt, pay Transaction Costs, fund the Interest
Escrow Account, pay Project Costs, finance land concession payments pursuant to Land Concession
Contracts permitted by the terms of this Agreement to be entered into and exist, and make Cotai
Strip Investments.



     F. Term B Funded Non-Casino Loans. The proceeds of the Term B Funded Non-Casino Loans
shall be applied by the Borrower to repay the Refinanced Debt, pay Transaction Costs, fund the
Interest Escrow Account, pay Non-Casino Project Costs, finance land concession payments pursuant to
Land Concession Contracts permitted by the terms of this Agreement to be entered into and exist,
and make Cotai Strip Investments.



     G. New Term Loans and New Revolving Loans. The proceeds of the first $400,000,000 of
New Term Loans and/or New Revolving Loans, if any, shall be applied by the Borrower to pay Project
Costs, or to the extent so limited in the applicable Joinder Agreements, Non-Casino Project Costs.
To the extent more than $400,000,000 of New Term Loans and New Revolving Loans are made, any
additional proceeds shall be applied to pay Project Costs (or to the extent so limited in the
applicable Joinder Agreements, Non-Casino Project Costs) in connection with Cotai Strip Investment
Projects owned by such Restricted Subsidiaries that would have constituted Cotai Strip Investments
had the relevant Cotai Strip Excluded Subsidiaries not been converted into Restricted Subsidiaries.



     H. FF&E Deposit Loans. The Term B Loans and/or Project Cost Revolving Loans may be
used temporarily as FF&E Deposit Loans if, and during the periods when, the funding conditions
under an FF&E Document have not been met, subject to the reimbursement provisions hereof, and
subject to the requirements of clause A, and clauses C through F, of this subsection 2.5, as
applicable.



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



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



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



     A. Determination of Applicable Interest Rate. As soon as practicable after 11:00 A.M.
(Eastern time, except in the case of HIBOR Rate Loans, which shall be determined at 11:00 A.M. Hong
Kong time) on each Interest Rate Determination Date, the Administrative Agent shall determine
(which determination shall, absent manifest error, be final, conclusive and



82









 







binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans or
HIBOR Rate Loans for which an interest rate is then being determined for the applicable Interest
Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to
the Borrower and each Lender.



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



     C. Illegality or Impracticability of Eurodollar Rate Loans or HIBOR Rate Loans. In
the event that on any date any Lender shall have determined (which determination shall be final and
conclusive and binding upon all parties hereto but shall be made only after consultation with the
Borrower and the Administrative Agent) that the making, maintaining or continuation of its
Eurodollar Rate Loans or HIBOR Rate Loans (i) has become unlawful as a result of compliance by such
Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order not in
effect on the date such Person became a Lender (or would conflict with any such treaty,
governmental rule, regulation, guideline or order not having the force of law even though the
failure to comply therewith would not be unlawful), or (ii) would cause such Lender material
financial hardship as a result of contingencies occurring after the date of this Agreement which
materially and adversely affect the interbank Eurodollar or HK Dollar market or the position of
such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender”
and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to the
Borrower and the Administrative Agent of such determination (which notice Administrative Agent
shall promptly transmit to each other Lender). Thereafter (a) the obligation of the Affected
Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans or HIBOR Rate Loans, as the
case may be, shall be suspended until such notice shall be withdrawn by the Affected Lender (which
such Affected Lender shall do at the earliest practicable date), (b) to the extent such
determination by the Affected Lender relates to a Eurodollar Rate Loan or HIBOR Rate Loan then
being requested by the Borrower pursuant to a Borrowing Notice or a Conversion/Continuation Notice,
the Affected Lender shall make such Loan as (or convert such Loan to, as the case may be) a Base
Rate Loan, (c) the Affected Lender’s obligation to maintain its outstanding Eurodollar Rate Loans
or HIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the
expiration of the Interest Period then in effect with respect to the Affected Loans or when
required by law, and (d) the Affected Loans shall automatically convert into Base Rate Loans on the
date of such termination. Except as provided in the immediately preceding sentence, nothing in
this subsection 2.6C shall



83









 







affect the obligation of any Lender other than an Affected Lender to make or maintain Loans
as, or to convert Loans to, Eurodollar Rate Loans or HIBOR Rate Loans in accordance with the terms
of this Agreement.



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



     E. Booking of Eurodollar Rate Loans or HIBOR Rate Loans. Any Lender may make, carry
or transfer Eurodollar Rate Loans or HIBOR Rate Loans at, to, or for the account of any of its
branch offices or the office of an Affiliate of that Lender.



     F. Assumptions Concerning Funding of Eurodollar Rate Loans and HIBOR Rate Loans.
Calculation of all amounts payable to a Lender under this subsection 2.6 and under subsection 2.7A
shall be made as though that Lender had actually funded each of its relevant Eurodollar Rate Loans
and/or HIBOR Rate Loans through the purchase of a Eurodollar or HK Dollar, as the case may be,
deposit bearing interest at the rate obtained pursuant to clause (a) of the definition of Adjusted
Eurodollar Rate or HIBOR Rate, as the case may be, in an amount equal to the amount of such
Eurodollar Rate Loan or HIBOR Rate Loan and having a maturity comparable to the relevant Interest
Period and through the transfer of such Eurodollar or HK Dollar deposit from an offshore office of
that Lender to a domestic office of that Lender in the



84









 







United States; provided, however, that each Lender may fund each of its
Eurodollar Rate Loans or HIBOR Rate Loans in any manner it sees fit and the foregoing assumptions
shall be utilized only for the purposes of calculating amounts payable under this subsection 2.6
and under subsection 2.7A.



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



     2.7 Increased Costs; Taxes; Capital Adequacy.



     A. Compensation for Increased Costs and Taxes. Subject to the provisions of
subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the
event that any Lender shall determine (which determination shall, absent manifest error, be final
and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule,
regulation or order, or any change therein or in the interpretation, administration or application
thereof (including the introduction of any new law, treaty or governmental rule, regulation or
order), or any determination of a court or Governmental Instrumentality, in each case that becomes
effective after the date hereof, or compliance by such Lender with any guideline, request or
directive issued or made after the date hereof by any central bank or other governmental or
quasi-governmental authority (whether or not having the force of law):




     (i) subjects such Lender (or its applicable lending office) to any additional Tax
(other than any Tax on the overall net income of such Lender) with respect to this Agreement
or any of its obligations hereunder or any payments to such Lender (or its applicable
lending office) of principal, interest, fees or any other amount payable hereunder;




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




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



85









 




and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make,
making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender
(or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall
promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such
additional amount or amounts (in the form of an increased rate of, or a different method of
calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be
necessary to compensate such Lender for any such increased cost or reduction in amounts received or
receivable hereunder. Such Lender shall deliver to the Borrower (with a copy to the Administrative
Agent) a written statement, setting forth in reasonable detail the basis for calculating the
additional amounts owed to such Lender under this subsection 2.7A, which statement shall be prima
facie evidence of the matters set forth therein.




       B. Withholding of Taxes.




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




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




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




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




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



86









 






     (d) within 30 days after paying any sum from which it is required by law to make any
deduction or withholding, and within 30 days after the due date of payment of any Included
Tax which it is required by clause (b) above to pay, the Borrower shall deliver to the
Administrative Agent evidence satisfactory to the other affected parties of such deduction,
withholding or payment and of the remittance thereof to the relevant taxing or other
authority.




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




     (b) Each Lender required to deliver any documentation or other information pursuant to
subsection 2.7B(iii)(a) hereby agrees, from time to time after the initial delivery by such
Lender of such documentation or other information, that (i) whenever a lapse in time or
change in circumstances renders documentation or other information about such Lender
obsolete or inaccurate in any material respect, then such Lender shall inform the Borrower
and shall at the request of the Borrower, or (ii) if the Borrower otherwise requests,
promptly (1) deliver to the Administrative Agent for transmission to the Borrower
replacement documentation as provided by the Borrower which is properly completed and duly
executed by such Lender, together with any other information reasonably required and that
the Borrower informs such Lender of which is necessary in order to confirm or establish that
such Lender is entitled to an exemption from or reduction of any Included Taxes imposed on
payments to such Lender under the Loan Documents or (2) notify Administrative Agent and the
Borrower of its inability to deliver any such documentation or other information. For the
avoidance of doubt, a Lender’s failure to provide information or documentation which it is
not legally able to provide shall not affect its right to receive additional amounts
pursuant to subsection 2.7B(ii).




     (c) The Borrower or any Guarantor shall not be required to pay any additional amount to any
Lender under subsection 2.7B(ii) if such Lender shall have failed to satisfy the
requirements of clause (a) or (b)(1) of this subsection 2.7B(iii). For the avoidance of
doubt, a Lender’s failure to provide information or documentation which it is not legally
able to provide shall not affect its right to receive additional amounts pursuant to
subsection 2.7B(ii).



       C. Capital Adequacy Adjustment. If any Lender shall have determined that the
adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or
regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the



87









 







interpretation or administration thereof after the date hereof by any governmental authority,
central bank or comparable agency charged with the interpretation or administration thereof, or
compliance by any Lender (or its applicable lending office) with any guideline, request or
directive regarding capital adequacy (whether or not having the force of law) of any such
governmental authority, central bank or comparable agency, has or would have the effect of reducing
the rate of return on the capital of such Lender or any corporation controlling such Lender as a
consequence of, or with reference to, such Lender’s Loans or Commitments or Letters of Credit or
participations therein or other obligations hereunder with respect to the Loans or the Letters of
Credit to a level below that which such Lender or such controlling corporation could have achieved
but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into
consideration the policies of such Lender or such controlling corporation with regard to capital
adequacy), then from time to time, within five Business Days after receipt by the Borrower from
such Lender of the statement referred to in the next sentence, the Borrower shall pay to such
Lender such additional amount or amounts as will compensate such Lender or such controlling
corporation on an after-tax basis for such reduction. Such Lender shall deliver to the Borrower
(with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail
the basis of the calculation of such additional amounts, which statement shall be conclusive and
binding upon all parties hereto absent manifest error.



     D. Replacement of Lenders due to Withholding Tax. Notwithstanding the foregoing, if
any Lender becomes entitled to receive any additional amounts pursuant to subsection 2.7B(ii), then
the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in subsection 10.1, including as a condition precedent to such
assignment, (i) Administrative Agent’s consent to the assignee unless not otherwise required by
subsection 10.1 and (ii) payment by the Borrower of the registration fee set forth in subsection
10.1B(i), if applicable), all its interests, rights and obligations under this Agreement to an
assignee that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment, or an Affiliate of the Company to the extent such Affiliate is permitted
as an Eligible Assignee, and subject to the restrictions on voting in the definition of “Eligible
Assignee”); provided that (i) such Lender shall have received irrevocable payment in full
in cash of an amount equal to the outstanding principal of its Loans, accrued interest thereon, and
accrued fees and all other Obligations and other amounts payable to it hereunder (including amounts
payable pursuant to Section 2.6D) from the assignee or the Borrower, (ii) such assignee would,
immediately after such assignment, not be entitled to receive any additional amounts pursuant to
subsection 2.7B(ii) hereof (or, alternatively, would be entitled to receive reduced additional
amounts pursuant to subsection 2.7B(ii) hereof than such assignor would have received but for such
assignment), and (iii) no more than the greater of (a) twelve Lenders, and (b) the number of
Lenders holding up to $50,000,000 in aggregate principal amount of the Loans may be so replaced
pursuant to this clause 2.7D in the aggregate after the Closing Date.



     2.8 Obligation of Lenders to Mitigate.



     Each Lender and Issuing Lender agrees that, as promptly as practicable after the officer of
such Lender or Issuing Lender responsible for administering the Loans or Letters of Credit of



88









 







such Lender or Issuing Lender, as the case may be, becomes aware of the occurrence of an event
or the existence of a condition that would cause such Lender or Issuing Lender to become an
Affected Lender or that would entitle such Lender or Issuing Lender to receive payments under
subsection 2.7 or subsection 3.6 it will, to the extent not inconsistent with the internal policies
of such Lender or Issuing Lender and any applicable legal or regulatory restrictions, use
reasonable efforts (i) to make, issue, fund or maintain the Commitments of such Lender or Issuing
Lender or the affected Loans or Letters of Credit of such Lender or Issuing Lender through another
lending or Letters of Credit office of such Lender or Issuing Lender or (ii) take such other
measures as such Lender or Issuing Lender may deem reasonable, if as a result thereof the
circumstances which would cause such Lender or Issuing Lender to be an Affected Lender would cease
to exist or the additional amounts which would otherwise be required to be paid to such Lender or
Issuing Lender pursuant to subsection 2.7 would be materially reduced and if, as determined by such
Lender or Issuing Lender in its sole discretion, the making, issuing, funding or maintaining of
such Commitments or Loans or Letters of Credit through such other lending or Letters of Credit
office or in accordance with such other measures, as the case may be, would not otherwise
materially adversely affect such Commitments or Loans or Letters of Credit or the interests of such
Lender or Issuing Lender; provided that such Lender or Issuing Lender will not be obligated
to utilize such other lending or Letters of Credit office pursuant to this subsection 2.8 if such
Lender or Issuing Lender would incur incremental expenses as a result of utilizing such other
lending office as described in clause (i) above unless the Loan Parties agree in writing to pay all
such incidental costs on or prior to the date such costs would be incurred by such Lender. A
certificate as to the amount of any such expenses payable by the Borrower pursuant to this
subsection 2.8 (setting forth in reasonable detail the basis for requesting such amount) submitted
by such Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be
conclusive absent manifest error. Each Lender and Issuing Lender agrees that it will not request
compensation under subsection 2.7 unless such Lender or Issuing Lender requests compensation from
borrowers under other lending arrangements with such Lender or Issuing Lender who are similarly
situated.



     2.9 Incremental Facilities.



     A. The Borrower may by written notice to the Co-Syndication Agents and the Administrative
Agent elect to request from time to time (i) prior to the Revolving Loan Commitment Termination
Date, an increase to the existing Revolving Loan Commitments (any such increase, the “New Revolving
Loan Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New
Term Loan Commitments”), denominated in U.S. Dollars in an amount not in excess of (x) $400,000,000
in the aggregate, or (y) $800,000,000 in the aggregate if all of the Cotai Strip Excluded
Subsidiaries in which a Cotai Strip Investment has been made have become Restricted Subsidiaries
(and the associated Excluded Casino Hotel Resort thereby becomes (or before the closing of such
loan, will become) an asset of a Loan Party) pursuant to the terms of this Agreement, and in either
case not less than $25,000,000 individually (or such lesser amount which shall be approved by the
Co-Syndication Agents and the Administrative Agent). Each such notice shall specify the date
(each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Loan
Commitments or New Term Loan Commitments, as the case may be, shall be effective, which shall be a
date not less than 10 Business Days after the date on which such notice is delivered to each
Co-Syndication Agent and the Administrative Agent. When available, the Co-Syndication



89









 







Agents will deliver a notice to the Borrower and each Lender and the Administrative Agent
setting forth the identity of each Lender or other Person that is an Eligible Assignee (each, a
“New Term Loan Lender” or a “New Revolving Loan Lender”, as applicable) to which the Co-Syndication
Agents have allocated any portion of such New Revolving Loan Commitments or New Term Loan
Commitments and the amounts of such allocations, and in the case of each notice to any Revolving
Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case
subject to the assignments contemplated by this Section; provided that any Lender
approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan
Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan
Commitment or New Term Loan Commitment.



     B. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as
of such Increased Amount Date; provided that (1) no Potential Event of Default or Event of
Default shall exist on such Increased Amount Date before or after giving effect to such New
Revolving Loan Commitments or New Term Loan Commitments and the related Credit Extensions; (2) both
before and after giving effect to the making of any Series of New Term Loans, each of the
conditions set forth in Section 4.2 shall be satisfied; (3) the conditions set forth in Sections
3.3 and 3.4 of the Disbursement Agreement have been or shall be satisfied with respect to the
applicable Cotai Strip Investment Project on each Increased Amount Date relating to New Term Loans
or New Revolving Loan Commitments in an amount that, when aggregated with all Extensions of Credit
previously made pursuant to this subsection 2.9 would exceed $400,000,000, before or after giving
effect to such New Revolving Loan Commitments or New Term Loan Commitments and the related Credit
Extensions; (4) the Borrower shall be in pro forma compliance with each of the covenants set forth
in Section 7.6 as of the last day of the most recently ended Fiscal Quarter after giving effect to
such New Revolving Loan Commitments or New Term Loan Commitments; (5) the New Revolving Loan
Commitments or New Term Loan Commitments shall be effected pursuant to one or more Joinder
Agreements executed and delivered by the Borrower, the Co-Syndication Agents and the Administrative
Agent, and each of which shall be recorded in the Register and shall be subject to the requirements
set forth in subsection 2.7B(iii); (6) the Borrower shall make any payments required pursuant to
subsection 2.6D in connection with the New Revolving Loan Commitments or New Term Loan Commitments;
and (7) the Borrower shall deliver or cause to be delivered any legal opinions or other documents
reasonably requested by the Administrative Agent or any Co-Syndication Agent in connection with any
such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a
separate series (a “Series”) of New Term Loans for all purposes of this Agreement (all New Term
Loans or New Term Loan Commitments of any Series, a “New Term Loan Facility”).



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



90









 







Loan Commitments to the Revolving Loan Commitments, (b) each New Revolving Loan Commitment
shall be deemed for all purposes a Revolving Loan Commitment and each Loan made thereunder (a “New
Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving
Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters
relating thereto.



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



     E. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series
shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Term B
Funded Loans. The terms and provisions of the New Revolving Loans shall be identical to the
Revolving Loans. In any event (i) the weighted average life to maturity of all New Term Loans of
any Series shall be no shorter than the remaining weighted average life to maturity of the Term B
Funded Loans, (ii) the applicable New Term Loan Maturity Date of each Series shall be no earlier
than the final maturity of the Term B Funded Loans, (iii) the rate of interest and any applicable
original issue discount applicable to the New Term Loans of each Series shall be determined by the
Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder
Agreement; provided however that the yield per annum with respect to the New Term
Loans (consisting of the interest rate applicable to such New Term Loans plus any applicable
original issue discount with respect thereto (which original issue discount shall be equated to
interest rates based on an assumed four-year average life to maturity)) shall not be greater at any
time than the interest rate then applicable to any Term B Funded Loans (on a pro forma basis for
the borrowing of such New Term Loans) plus 0.25% per annum, unless the Applicable Margins with
respect to the Term B Funded Loans are increased so as to comply with the provisions of this
sentence. Each Joinder Agreement may, without the consent of any other Lenders, effect such
amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in
the opinion of the Co-Syndication Agents and the Administrative Agent, to effect the provision of
this Section 2.9.



     2.10 Swing Line Loans.



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



     B. Whenever the Borrower desires that the Swing Line Lender make a Swing Line Loan, the
Borrower shall deliver to the Administrative Agent a Borrowing Notice no later than 11:00 a.m.
(Eastern time in the case of Swing Line Loans denominated in Dollars, and Hong
Kong time in the case of Swing Line Loans denominated in HK Dollars) on the proposed Funding
Date.



91









 





     C. The Swing Line Lender shall make the amount of its Swing Line Loan available to
Administrative Agent not later than 4:00 p.m. (Eastern time in the case of Swing Line Loans
denominated in Dollars, and Hong Kong time in the case of Swing Line Loans denominated in HK
Dollars) on the applicable Funding Date by wire transfer of same day funds in Dollars or HK
Dollars, as the case may be, where and as directed by the Borrower. Except as provided herein,
upon satisfaction or waiver of the conditions precedent specified in subsection 4.2, the
Administrative Agent shall make the proceeds of such Swing Line Loans available to the Borrower on
the applicable Funding Date by causing an amount of same day funds in Dollars or HK Dollars, as the
case may be, equal to the proceeds of all such Swing Line Loans received by the Administrative
Agent from the Swing Line Lender to be credited to the account of the Borrower at the Payment and
Funding Office, or such other office of the Administrative Agent as may be designated in writing to
the Borrower in the case of Swing Line Loans denominated in HK Dollars.



     D. With respect to any outstanding Swing Line Loans, if (i) such Swing Line Loans shall be
outstanding for more than four Business Days, (ii) any Default shall occur and be continuing on a
date such Swing Line Loans are outstanding, or (iii) the Swing Line Lender delivers to the
Administrative Agent (with a copy to the Borrower), no later than 11:00 a.m. (Eastern time) at
least one Business Day in advance of the proposed Funding Date, a notice (which shall be deemed to
be a Borrowing Notice given by Borrower) requesting that each Lender holding a Revolving Commitment
make Revolving Loans that are Base Rate Loans to the Borrower on such Funding Date in an amount
equal to the Dollar Equivalent of the amount of such outstanding Swing Line Loans (in each case,
the “Refunded Swing Line Loans”), each Revolving Loan Lender shall deposit in an account specified
by the Swing Line Lender its Pro Rata Share of the amount so requested in same day funds and such
funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. Anything
contained in this Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving
Loans made by the Lenders other than the Swing Line Lender shall be immediately delivered by the
Administrative Agent to the Swing Line Lender (and not to the Borrower) and applied to repay a
corresponding portion of the Refunded Swing Line Loans and (2) on the day such Revolving Loans are
made, the Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be
paid with the proceeds of a Revolving Loan made by Swing Line Lender to the Borrower in the amount
of the Dollar Equivalent of such Pro Rata Share, and such portion of the Swing Line Loans deemed to
be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the
Swing Line Note of the Swing Line Lender but shall instead constitute part of the Swing Line
Lender’s outstanding Revolving Loans to the Borrower and shall be due under the Revolving Loan Note
issued by the Borrower to the Swing Line Lender. The Borrower hereby authorizes the Administrative
Agent and the Swing Line Lender to charge the Borrower’s accounts with the Administrative Agent and
the Swing Line Lender (up to the amount available in each such account) in order to immediately pay
the Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of
such Revolving Loans made by Lenders holding Revolving Commitments, including the Revolving Loans
deemed to be made by the Swing Line Lender, are not sufficient to repay in full the Refunded Swing
Line Loans. If any portion of any such amount paid (or deemed to be paid) to
the Swing Line Lender should be recovered by or on behalf of the Borrower from the Swing Line
Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the
amount so recovered shall be ratably shared among all Lenders.



92









 





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



     Section 3. Letters of Credit.



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



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




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




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




     (iii) any Standby Letter of Credit having an expiration date later than the earlier of
(a) the Revolving Loan Commitment Termination Date and (b) the date which is one year from
the date of issuance of such Standby Letter of Credit (unless the Issuing
Lender agrees to issue a Letter of Credit with an expiration date which is more than
one year from the date of its issuance); provided that the immediately preceding
clause (b) shall not prevent any Issuing Lender from agreeing that a Standby Letter of
Credit will automatically be extended for one or more successive periods not to exceed one
year each



93









 







unless such Issuing Lender elects not to extend for any such additional period;
and provided, further that such Issuing Lender shall elect not to extend
such Standby Letter of Credit if it has knowledge that an Event of Default has occurred and
is continuing at the time such Issuing Lender must elect whether or not to allow such
extension;




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




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



       B. Mechanics of Issuance.




     (i) Notice of Issuance. Whenever the Borrower desires the issuance of a Letter
of Credit, it shall deliver to the Administrative Agent an Issuance Notice no later than
1:00 p.m. (Eastern time) at least three Business Days (in the case of Standby Letters of
Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case
such shorter period as may be agreed to by the Issuing Lender in any particular instance, in
advance of the proposed date of issuance. The Issuance Notice shall specify (a) the
proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit
is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of
the Letter of Credit, (d) the expiration date of the Letter of Credit, (e) the name and
address of the beneficiary, and (f) either the verbatim text of the proposed Letter of
Credit or the proposed terms and conditions thereof, including a precise description of any
documents to be presented by the beneficiary which, if presented by the beneficiary prior to
the expiration date of the Letter of Credit, would require the Issuing Lender to make
payment under the Letter of Credit; provided that the Issuing Lender, in its
reasonable discretion, may require changes in the text of the proposed Letter of Credit or
any such documents; and provided, further, that no Letter of Credit shall
require payment against a conforming draft to be made thereunder on the same business day
(under the laws of the jurisdiction in which the office of the Issuing Lender to which such
draft is required to be presented is located) that such draft is presented if such
presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing
Lender) on such business day.




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



94









 






     (ii) Determination of Issuing Lender. Upon receipt by the Administrative Agent
of an Issuance Notice pursuant to subsection 3.1B(i) requesting the issuance of a Letter of
Credit, in the event Administrative Agent elects to issue such Letter of Credit, the
Administrative Agent shall promptly so notify the Borrower, and the Administrative Agent
shall be the Issuing Lender with respect thereto. In the event that the Administrative
Agent, in its sole discretion, elects not to issue such Letter of Credit, the Administrative
Agent shall promptly so notify the Borrower, whereupon the Borrower may request any other
Lender to issue such Letter of Credit by delivering to such Lender a copy of the applicable
Issuance Notice. Any Lender so requested to issue such Letter of Credit shall promptly
notify the Borrower and the Administrative Agent whether or not, in its sole discretion, it
has elected to issue such Letter of Credit, and any such Lender which so elects to issue
such Letter of Credit shall be the Issuing Lender with respect thereto. In the event that
all other Lenders shall have declined to issue such Letter of Credit, notwithstanding the
prior election of the Administrative Agent not to issue such Letter of Credit, the
Administrative Agent shall be obligated to issue such Letter of Credit and shall be the
Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit
Usage with respect to such Letter of Credit and with respect to all other Letters of Credit
issued by the Administrative Agent, when aggregated with Administrative Agent’s outstanding
Revolving Loans, may exceed Administrative Agent’s Revolving Loan Commitment then in effect.




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




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




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



       C. Lenders’ Purchase of Participations in Letters of Credit. Immediately upon the
issuance of each Letter of Credit, each Revolving Loan Lender shall be deemed to, and hereby
agrees to, have irrevocably purchased from the Issuing Lender a participation in such Letter
of Credit and any drawings honored thereunder in an amount equal to such Revolving Loan



95









 







Lender’s
Pro Rata Share of the maximum amount which is or at any time may become available to be drawn
thereunder.



       3.2 Letter of Credit Fees.



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




     (i) with respect to each Standby Letter of Credit, (a) without duplication of any
amounts payable to the Issuing Lender pursuant to the Administrative Agent’s Fee Letter, a
fronting fee, payable directly to the applicable Issuing Lender for its own account, equal
to the greater of (X) $5,000 and (Y) 0.25% per annum of the daily amount available to be
drawn under such Standby Letter of Credit and (b) a letter of credit fee, payable to the
Administrative Agent for the account of Lenders, equal to the product of (y) the Applicable
Margin then in effect for Eurodollar Loans that are Revolving Loans and (z) the daily
maximum amount available to be drawn under such Standby Letter of Credit, each such fronting
fee or letter of credit fee to be payable in arrears on and to (but excluding) each
Quarterly Payment Date and, if applicable, on the date of any termination or expiration of
such Standby Letter of Credit and computed on the basis of a 360-day year for the actual
number of days elapsed;




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




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


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




96









 








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



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



     B. Reimbursement by the Borrower of Amounts Paid Under Letters of Credit. In the
event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it,
such Issuing Lender shall immediately notify the Borrower and the Administrative Agent, and the
Borrower shall reimburse such Issuing Lender on or before the Business Day immediately following
the date on which such drawing is honored (the “Reimbursement Date”) in an amount in Dollars and in
same day funds equal to the Dollar Equivalent of the amount of such honored drawing. In the case
of any such payment in Dollars of a Letter of Credit denominated in another currency, the Issuing
Lender shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly
following the determination thereof. Anything contained in this Agreement to the contrary
notwithstanding, unless the Borrower shall have notified Administrative Agent and such Issuing
Lender prior to 10:00 A.M. (Eastern time) on the date such drawing is honored that the Borrower
intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other
than the proceeds of Revolving Loans, the Borrower shall be deemed to have given a timely Borrowing
Notice to the Administrative Agent requesting the Revolving Loan Lenders to make Revolving Loans
that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the Dollar
Equivalent of the amount of such honored drawing and the Revolving Loan Lenders shall, on the
Reimbursement Date, make Revolving Loans that are Base Rate Loans in an amount equal to the Dollar
Equivalent of the amount of such honored drawing, the proceeds of which shall be applied directly
by Agent to reimburse such Issuing Lender for the amount of such honored drawing; and
provided, further, that if for any reason proceeds of Revolving Loans are not
received by such Issuing Lender on the Reimbursement Date in an amount equal to the Dollar
Equivalent of the amount of such honored drawing, the Borrower shall reimburse such Issuing Lender,
on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing
over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this
subsection 3.3B shall be deemed to relieve any Lender from its obligation to make Revolving Loans
on the terms and conditions set forth in this Agreement, and the Borrower shall retain any and all
rights it may have against any Lender resulting from the failure of such Lender to make such
Revolving Loans under this subsection 3.3B.



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




     (i) Payment by Lenders. In the event that the Borrower shall fail for any
reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to
the Dollar Equivalent of the amount of any drawing honored by such Issuing Lender under a
Letter of Credit issued by it, such Issuing Lender shall promptly notify
each other Revolving Loan Lender of the unreimbursed amount of such honored drawing and
of such other Revolving Loan Lender’s respective participation therein based on such
Revolving Loan Lender’s Pro Rata Share. Each Revolving Loan Lender shall make



97









 







available to
such Issuing Lender an amount equal to its respective participation, in Dollars and in same
day funds, at the office of such Issuing Lender specified in such notice, not later than
12:00 Noon (Eastern time) on the first business day (under the laws of the jurisdiction in
which such office of such Issuing Lender is located) after the date notified by such Issuing
Lender. In the event that any Revolving Loan Lender fails to make available to such Issuing
Lender on such business day the amount of such Lender’s participation in such Letter of
Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover
such amount on demand from such Lender together with interest thereon at the rate
customarily used by such Issuing Lender for the correction of errors among banks for three
Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be
deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts
made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the
event that it is determined by the final judgment of a court of competent jurisdiction that
the payment with respect to a Letter of Credit by such Issuing Lender in respect of which
payment was made by such Lender constituted gross negligence or willful misconduct on the
part of such Issuing Lender.




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



       D. Interest on Amounts Paid Under Letters of Credit.




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



98









 






     (ii) Distribution of Interest Payments by Issuing Lender. Promptly upon
receipt by any Issuing Lender of any payment of interest pursuant to subsection 3.3D(i) with
respect to a drawing honored under a Letter of Credit issued by it, (a) such Issuing Lender
shall distribute to each other Lender, out of the interest received by such Issuing Lender
in respect of the period from the date such drawing is honored to but excluding the date on
which such Issuing Lender is reimbursed for the amount of such drawing (including any such
reimbursement out of the proceeds of Revolving Loans pursuant to subsection 3.3B), the
amount that such other Lender would have been entitled to receive in respect of the letter
of credit fee that would have been payable in respect of such Letter of Credit for such
period pursuant to subsection 3.2 if no drawing had been honored under such Letter of
Credit, and (b) in the event such Issuing Lender shall have been reimbursed by other Lenders
pursuant to subsection 3.3C(i) for all or any portion of such honored drawing, such Issuing
Lender shall distribute to each other Lender which has paid all amounts payable by it under
subsection 3.3C(i) with respect to such honored drawing such other Lender’s Pro Rata Share
of any interest received by such Issuing Lender in respect of that portion of such honored
drawing so reimbursed by other Lenders for the period from the date on which such Issuing
Lender was so reimbursed by other Lenders to but excluding the date on which such portion of
such honored drawing is reimbursed by the Borrower. Any such distribution shall be made to
a Lender at its primary address set forth below its name on the appropriate signature page
hereof or at such other address as such Lender may request.



       3.4 Obligations Absolute.



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




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




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




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



99









 






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




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




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




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




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


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




     3.5 Indemnification; Nature of Issuing Lenders’ Duties.



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



     B. Nature of Issuing Lenders’ Duties. As between the Borrower and any Issuing Lender,
the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit
issued by such Issuing Lender by, the respective beneficiaries of such Letters of Credit. In
furtherance and not in limitation of the foregoing, such Issuing Lender shall not be responsible
for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of any such Letter of
Credit, even if it should in fact prove to be in any or all respects invalid, insufficient,
inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring
or assigning or purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or
ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply
fully with any



100









 







conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph,
telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical
terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to
make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication
by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of
Credit; or (viii) any consequences arising from causes beyond the control of such Issuing Lender,
including any Governmental Acts, and none of the above shall affect or impair, or prevent the
vesting of, any of such Issuing Lender’s rights or powers hereunder.



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



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



     3.6 Increased Costs and Taxes Relating to Letters of Credit.



     Subject to the provisions of subsection 2.7B (which shall be controlling with respect to the
matters covered thereby), in the event that any Issuing Lender or Lender shall determine (which
determination shall, absent manifest error, be final and conclusive and binding upon all parties
hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in
the interpretation, administration or application thereof (including the introduction of any new
law, treaty or governmental rule, regulation or order), or any determination of a court or
governmental authority, in each case that becomes effective after the date hereof, or compliance by
any Issuing Lender or Lender with any guideline, request or directive issued or made after the date
hereof by any central bank or other governmental or quasi-governmental authority (whether or not
having the force of law):




     (i) subjects such Issuing Lender or Lender (or its applicable lending or letter of
credit office) to any additional Tax (other than any Tax on the overall net income of such
Issuing Lender or Lender) with respect to the issuing or maintaining of any Letters of
Credit or the purchasing or maintaining of any participations therein or any other
obligations under this Section 3, whether directly or by such being imposed on or suffered
by any particular Issuing Lender;




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



101









 






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


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




     Section 4. Conditions to Credit Extensions.



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



     4.1 Conditions to the Occurrence of the Closing Date.



     The conditions to the occurrence of the Closing Date are:



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




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




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




     (iii) resolutions of the Board of Directors of such Person approving and authorizing
the execution, delivery and performance of the Loan Documents being executed on the Closing
Date (including the granting of the liens on the Collateral) to



102









 







which it is a party, certified as of the Closing Date by the secretary or an assistant
secretary of such Person as being in full force and effect without modification or
amendment;




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




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




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




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




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


all of which shall be reasonably satisfactory to the Arrangers.




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



     C. No Material Adverse Change. Since December 31, 2005, no event or change has
occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse
Effect.



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




     (i) Sands Macao Land Concession Contract. A true and correct copy of
the Sands Macao Land Concession Contract, which shall be certified by an Authorized Officer
of the Company as being in full force and effect and evidencing that the Company has been
granted an exclusive lease over the land on which the Sands Macao Casino is located and the
land on which the Sands Macao Podium Expansion Project will be completed by Macau SAR for a
term of at least 15 years.




     (ii) Mortgage. A true and correct copy of the Mortgage covering the Sands
Macao Casino and the land on which the Sands Macao Podium Expansion Project will be
completed, executed and delivered by an Authorized Officer of the Company in favor of the
Collateral Agent, which shall have been notarized, recorded, stamped and registered with the
Macau Land and Building Registration Department, and shall be a valid, first priority Lien
on such Properties, free and clear of all liens, encumbrances and exceptions to title
whatsoever (other than Permitted Liens).



103









 






     (iii) Public Properties Register Bureau Certificate. A certificate issued by
the Macau Land and Building Registration Department (together with an English translation)
showing that the Company holds an exclusive lease over the land on which the Sands Macao
Casino is located, and the land on which the Sands Macao Podium Expansion Project will be
completed, pursuant to the Sands Macao Land Concession Contract and confirming no Liens have
been recorded with respect to such Properties or the Sands Macao Land Concession Contract
(other than Permitted Liens).




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



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



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



       G. Sponsor Agreement. The Administrative Agent shall have received, with counterparts
for each Lender, the Sponsor Agreement, duly executed and delivered by an Authorized Officer of the
Parent.



       H. Disbursement Agreement. The Administrative Agent shall have received from the
Borrower:




     (i) Execution. With counterparts for each Lender as of the Closing Date, the
Disbursement Agreement, duly executed and delivered by an Authorized Officer of each Loan
Party party thereto, notarized, stamped and in appropriate form for filing with the
government of Macau SAR, and each of the conditions precedent to the effective date of the
Disbursement Agreement set forth in the Disbursement Agreement shall have been satisfied;



104









 






     (ii) Establishing of Accounts. Evidence that each of the Accounts governed by
the Disbursement Agreement shall have been established pursuant to the terms thereof, and
that the Operating Accounts shall have been established; and




     (iii) Funding of Accounts. Evidence reasonably satisfactory to the
Administrative Agent that (a) an amount of no less than $122,000,000 has been, or will be on
the Closing Date, deposited in the Interest Escrow Account, (b) the Closing Company Equity
Contribution has been deposited into the Company Equity Account, (c) the Pre-Closing Equity
Contribution has been used to pay for Project Costs in conformance with the Project Budgets,
and (d) the aggregate amount of the Closing Company Equity Contribution and the Pre-Closing
Company Equity Contribution is no less than $430,000,000.



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




     (i) Schedules to Collateral Documents. Delivery to the Collateral Agent of
accurate and complete schedules to all of the applicable Collateral Documents;




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




     (iii) Collateral Account Agreements. Delivery to the Collateral Agent of (a)
an executed US Collateral Account Agreement, dated on or before the Closing Date, duly
executed and delivered by an Authorized Officer of each Loan Party, which shall be stamped
and delivered to the government of Macau SAR in accordance with the requirements of the
Gaming Sub-Concession Contract, (b) executed Macao Collateral Account Agreements, dated on
or before the Closing Date, duly executed and delivered by an Authorized Officer of each
Loan Party, which shall have been notarized, stamped and in appropriate form for filing with
the government of Macau SAR, and (c) an executed Hong Kong Collateral Account Agreement,
dated on or before the Closing Date, duly executed and delivered by an Authorized Officer of
each Loan Party, which shall be stamped and delivered to the government of Macau SAR in
accordance with the requirements of the Gaming Sub-Concession Contract, in each case in full
force and effect granting the Collateral Agent a first priority security interest in the
Accounts and the amounts from time to time on deposit therein. All actions necessary or
desirable,



105









 







including all filings, in the reasonable opinion of the Administrative Agent to create
and, to the extent relevant under the applicable law governing each Collateral Account
Agreement, perfect the security interests granted therein as a valid security interest over
the Accounts having the priority contemplated therefor by this Agreement, and the Collateral
Account Agreements shall have been completed;




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




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




     (vi) Foreign Security Agreements. Delivery to the Collateral Agent, with
counterparts for each Lender, (a) the Pledge Over Gaming Equipment and Utensils (which
document and the associated pledge list shall have been registered with the Macau Companies
Registry), dated on or before the Closing Date, duly executed and delivered by an Authorized
Officer of the Company, (b) the Livranças and the Livrança Side Letter, each dated on or
before the Closing Date, duly executed and delivered by an Authorized Officer of the
Borrower and endorsed by an Authorized Officer of each Guarantor, (c) Powers of Attorney,
dated on or before the Closing Date, duly executed and delivered by an Authorized Officer of
each Loan Party, (d) an Assignment of Rights, dated as on or before the Closing Date, duly
executed and delivered by an Authorized Officer of each Loan Party, (e) Assignments of
Insurances, dated on or before the Closing Date, duly executed and delivered by an
Authorized Officer of each Loan Party, (f) Assignments of Reinsurances, dated on or before
the Closing Date, duly executed and delivered by an Authorized Officer of each insurer of
the Loan Parties, (g) Pledges Over Intellectual Property Rights, dated on or before the
Closing Date, duly executed and delivered by an Authorized Officer of each Loan Party
organized under the laws of Macau SAR, and



106









 







(h) Floating Charges, dated on or before the Closing Date, duly executed and delivered
by an Authorized Officer of the Company and the Cotai Subsidiary and registered with the
Macau Companies Registry with regard to each corporate enterprise of each Loan Party; each
of which items in clauses (a) through (h) shall have been filed with the Macau Gaming
Authority, notarized, stamped and in appropriate form for filing with the government of
Macau SAR;




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




     (viii) Intellectual Property License Agreement. Delivery to the Collateral
Agent of the IP License, duly executed and delivered by an Authorized Officer of the
Company, the Cotai Subsidiary, Las Vegas Sands LLC, and Venetian Casino Resorts, LLC; and




     (ix) Account Control Agreements. Delivery to the Collateral Agent of all
account control agreements, duly executed and delivered by an Authorized Officer of the
Borrower and the relevant Financial Institution, required pursuant to Section 5.13 of the
Security Agreement on the Closing Date.



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



       K. Opinions of Counsel. The Lenders and their respective counsel shall have received
(i) originally executed copies of one or more written opinions of Paul, Weiss, Rifkind, Wharton &
Garrison LLP, counsel for the Loan Parties, (ii) originally executed copies of one or more written
opinions of Dr. Jorge Valente, Macau counsel for the Loan Parties, (iii) originally executed copies
of one or more written opinions of Lionel Sawyer & Collins, Ltd., Nevada counsel for the Parent,
(iv) originally executed copies of one or more written opinions of Deacons, Hong Kong counsel for
the Loan Parties, and (v) originally executed copies of one or more written opinions of Walkers,
Cayman Islands counsel for the Loan Parties, each in form and substance reasonably satisfactory to
the Administrative Agent, the Arrangers and their respective counsel, dated as of the Closing Date
and setting forth substantially the matters in the



107









 







opinions designated in Exhibits H-1 through H-5 hereto, respectively, and as
to such other matters as the Administrative Agent or any Arranger may reasonably request
(including, without limitation, an opinion satisfactory to the Administrative Agent that the Gaming
Sub-Concession Contract is an autonomous document and that any failure by Galaxy to perform its
obligations under its concession agreement with Macau SAR would not affect the duties, rights,
liabilities or obligations of the Company under the Gaming Sub-Concession Contract). The Company
hereby acknowledges and confirms that it has requested such counsel to deliver such opinions to the
Lenders.



     L. Consummation of Transactions. The Arrangers shall have received evidence
satisfactory to them that all actions necessary to consummate the transactions contemplated hereby
(including the making of the initial Credit Extension on the Closing Date) shall have been taken in
accordance with all Legal Requirements, and prior to or concurrently with the initial Credit
Extensions on the Closing Date:




     (i) the Arrangers and the Administrative Agent shall be satisfied that (a) the maturity
date of the VVDIL Intercompany Debt has been extended to a date reasonably satisfactory to
them, (b) that no default or event of default shall be in existence thereunder, and (c) that
the terms thereof shall provide for (1) no payment of principal until the date which is no
earlier than six months after the Maturity Date of the Term B Funded Loans, (2) no
Collateral, (3) subordination to the Obligations on terms reasonably satisfactory to the
Arrangers and the Administrative Agent, (4) an interest rate no greater than the interest
rate on revolving loans issued to the Parent under its amended and restated corporate credit
agreement as in effect on the Closing Date (except that the interest rate on up to
$61,000,000 of such VVDIL Intercompany Debt may be fixed at an interest rate no higher than
8.31%. notwithstanding the interest rate on such Indebtedness of the Parent), and (5) other
terms reasonably satisfactory to the Arrangers and the Administrative Agent; and




     (ii) all VVDIL Indebtedness, together with all interest, all prepayment premiums and
other amounts due and payable with respect thereto, shall have been repaid in full from
sources other than the proceeds of the initial Credit Extensions and the commitments in
respect of the VVDIL Indebtedness shall have been terminated, all Liens, if any, securing
payment of the VVDIL Indebtedness have been released and the Administrative Agent shall have
received all Uniform Commercial Code Form UCC-3 termination statements or other instruments
as may be suitable or appropriate in connection therewith, if any


(collectively, the “Transactions”) and the terms and documentation of the foregoing Transactions
shall be reasonably satisfactory in all respects to the Arrangers and the Administrative Agent and
their respective counsel. Following consummation of the Transactions, all other Indebtedness and
Contingent Obligations not permitted hereby of the Loan Parties shall have been repaid in full, all
commitments relating thereto shall have been terminated, and all Liens or security interests
related thereto shall have been terminated or released, in each case on terms reasonably
satisfactory to the Arrangers and the Administrative Agent.




108









 








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



     N. [Intentionally Omitted.]




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



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



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



     R. Litigation. There shall be no actions, suits, proceedings, arbitrations,
litigations or investigations (whether or not purportedly on behalf of the Company or any of its
Subsidiaries) at law or in equity, or before or by any federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign
(including any Environmental Claims) that are pending or, to the knowledge of the Company,
threatened against or affecting the Company or any of its Subsidiaries or any property of the
Company or any of its Subsidiaries that, in the reasonable opinion of the Arrangers and the
Administrative Agent, individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect. The Arrangers and the Administrative Agent shall be reasonably satisfied
with the status of the Macao Casino Disputes, and such Macao Casino Disputes shall not reasonably
be expected to cause a Material Adverse Effect.



     S. Real Estate Appraisal. The Administrative Agent shall have received a
FIRREA-compliant MAI Appraisal of all real property Collateral associated with each Primary Project
(other than the Four Seasons Macao Overall Project) and the Sands Macao Casino prepared by HVS
International in form, scope and substance reasonably satisfactory to the Arrangers and the
Administrative Agent, such appraisal to be issued in two separate reports as follows: (i) covering
the Sands Macao Casino (including the Sands Macao Podium Expansion Project), the Venetian Macao
Resort Project, the Venetian Macao Casino Project and the Venetian Macao Convention Center; and
(ii) covering the Venetian Macao Mall, in each case satisfying the requirements of any applicable
laws and regulations.



109









 





     T. Consents. The Administrative Agent and the Arrangers shall have received (i) a
Contract Consent from each party to any Material Contract relating to the Sands Macao Casino and/or
the Sands Macao Podium Expansion Project (other than the Usufruct Agreements, the Gaming Concession
Contract and any Land Concession Contracts) in effect at the Closing Date, and (ii) the Land
Concession Consent with respect to the Sands Macao Land Concession Contract and the Venetian Macao
Land Concession Contract and (iii) the Gaming Concession Consent together with a letter from Macau
SAR to the Company confirming the Company’s autonomous rights and obligations with respect to the
Gaming Concession Contract, each of which consents and letters shall be in form and substance
reasonably satisfactory to the Administrative Agent and the Arrangers.



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



     V. Construction. 




     (i) Project Documents. The Administrative Agent and the Disbursement Agent and
the Construction Consultant shall have received (a) true and correct copies of each Project
Document relating to the Venetian Macao Overall Project or the Sands Macao Podium Expansion
that is a Material Contract in effect as of the Closing Date and any supplements or
amendments thereto, including without limitation each Land Concession Contract (and, with
respect to the Sands Macao Land Concession Contract, the Sands Amendment or, if not
available on the Closing Date, the construction license or letter of approval from the
Public Works Department relating to the Sands Macao Podium Expansion Project), Construction
Contracts that are Material Contracts, any operation and maintenance agreements that are
Material Contracts, material Permits (or amendments to existing Permits and Material
Contracts) then in effect and any applicable Material Contracts still in effect with respect
to the Sands Macao Casino, all of which shall be in form and substance reasonably
satisfactory to each of the Administrative Agent and each Arranger (in consultation with the
Construction Consultant), and shall include any risk mitigants required by the
Administrative Agent and the Arrangers (which may include delay liquidated damages,
specified pricing, insurance requirements and surety bonding), and shall have been duly
authorized, executed and delivered by the parties thereto, and each such Material Contract
shall be certified by an Authorized Officer of the Company as of the Closing Date as being
true, complete and correct and in full force and effect, and shall have been duly filed,
recorded, stamped and/or registered as necessary, (b) evidence satisfactory to each of the
Administrative Agent and each Arranger, that (i) each such Project Document is with
appropriately licensed vendors and is in full force and effect, (ii) no breach or default
has occurred by the Company or any Loan Party under, and no breach or default has occurred
by the Macau SAR of any material obligation under, the Gaming Concession Contract, the
Gaming Concession Consent, any Land Concession Contracts relating to the Primary Projects or
any Land Concession Consent relating to the Primary Projects and (iii) no breach or default
has



110









 







occurred by the Company or any Loan Party, or, to the Company’s knowledge by any other
party thereto, under any other Material Contract relating to the Primary Projects, in each
case under this clause (iii) unless the same could not reasonably be expected to have a
Material Adverse Effect, and (c) copies of all payment and/or performance bonds required
under Section 5.17 of the Disbursement Agreement or otherwise delivered to or on behalf of
the Company and/or Construction Manager pursuant to any Construction Contracts or
Subcontracts (as defined in the Disbursement Agreement).




     (ii) Primary Project Budgets. Delivery to each of the Disbursement Agent, the
Administrative Agent, the Arrangers and the Construction Consultant of each Primary Project
Budget (other than the Primary Project Budget with respect to the Four Seasons Macao Overall
Project), in the form of Exhibit H to the Disbursement Agreement for all anticipated
Projects Costs related to each such Project (including, without limitation, Projects Costs
incurred prior to, as well as after, the Initial Standard Advance Date for such Project,
“Pre-Opening Expenses” and “Debt Service” as such terms are defined in the Disbursement
Agreement), which includes a drawdown schedule for Advances necessary to achieve the Final
Completion Date of such Project, broken down by Line Item Category and showing the Required
Minimum Contingency (which budget and, drawdown schedule shall be consistent with the
Projected Sources and Uses Schedule then in effect). Each such Project Budget shall be
reasonably satisfactory to the Administrative Agent and the Arrangers and to the
Construction Consultant (as and to the extent certified to in the Construction Consultant’s
Closing Date Certificate for such Project).




     (iii) Primary Project Schedules. Delivery to each of the Disbursement Agent,
the Administrative Agent, the Arrangers and the Construction Consultant of each Primary
Project Schedule (other than the Primary Project Schedule with respect to the Four Seasons
Macao Overall Project) (including the schedule for construction and completion of each
Construction Component of such Project and such Project as a whole), in the form of Exhibit
I to the Disbursement Agreement, which sets forth the Anticipated Opening Date (if any), the
Outside Opening Deadline (if any), the Anticipated Completion Date and the Outside
Completion Deadline for such Project and demonstrates that the Opening Date (if any) for
such Project will occur on or before the Anticipated Opening Date (if any), the Completion
Date for such Project will occur on or before and the Anticipated Completion Date, and which
is otherwise reasonably satisfactory to the Administrative Agent and the Arrangers and to
the Construction Consultant (as and to the extent certified to in the Construction
Consultant’s Closing Date Certificate for such Project).




     (iv) Projected Sources and Uses Schedule. Delivery to each of the Disbursement
Agent, the Administrative Agent, the Arrangers and the Construction Consultant of the
Projected Sources and Uses Schedule in the form of Exhibit D to the Disbursement Agreement
setting forth (a) the anticipated “Free Cash Flow” as defined in the Disbursement Agreement
(excluding revenues generated by any Project other than the Sands Macao Casino and the
Venetian Macau Overall Project) in each calendar month for the period commencing on the
Closing Date through and including the anticipated Last Project Final Completion Date; (b)
the aggregate amount of Anticipated Monthly



111









 







Project Costs (subject to the provisions of Sections 4.7.4(b) and (c) of the
Disbursement Agreement) for each Project in each calendar month for the period commencing on
the Closing Date through and including the anticipated Venetian Macao Completion Date; (c) a
balanced statement of sources and uses of proceeds, Free Cash Flow and any other funds
necessary to complete each Project; and (d) the anticipated aggregate amount of the
Consolidated Excess Cash Flow anticipated to be applied in each calendar month to the
mandatory prepayment of the Loans pursuant to subsection 2.4B(iii)(i) for the period
commencing on the Closing Date through and including the anticipated Last Project Final
Completion Date; which Projected Sources and Uses Schedule shall be reasonably satisfactory
to the Administrative Agent, the Arrangers and the Construction Consultant, as and to the
extent certified to in the Construction Consultant’s Closing Date Certificate.




     (v) Closing Certificate. The Closing Certificate shall include the Summary
Anticipated Cost Report and the Anticipated Cost Report for each Primary Project (other than
the Four Seasons Macau Overall Project), as well as the Project Budget, Project Schedule and
Projected Sources and Uses Schedule required under Subsection 4.1V, all of which shall
comply with the requirements of this Agreement and the Disbursement Agreement and shall be
in form and substance reasonably satisfactory to the Administrative Agent, the Arrangers and
the Construction Consultant.




     (vi) Primary Project Plans. Delivery to each of the Disbursement Agent, the
Administrative Agent, the Arrangers and the Construction Consultant of each Primary Project
Plan (other than the Primary Project Plan with respect to the Four Seasons Macao Overall
Project), each of which shall be reasonably satisfactory in form and substance to the
Arrangers and the Administrative Agent in consultation with the Construction Consultant, and
evidence reasonably satisfactory to such party that Macau SAR has approved such Primary
Project Plans to the extent such approval is required.




     (vii) Consultant’s Certificate and Primary Project Reports. Delivery to the
Administrative Agent of the Construction Consultant’s Closing Date Certificate substantially
in the form of Exhibit G-2, with respect to the Primary Project Reports (other than
the Primary Project Report with respect to the Four Seasons Macao Overall Project) attached
thereto in form and substance reasonably satisfactory to the Administrative Agent and the
Arrangers.




     (viii) Permits. (a) All material Permits described in Schedule 4.1V(viii)
shall have either (1) been received and shall be in full force and effect, and not
subject to current legal proceedings or to any unsatisfied conditions (that are required to
be satisfied by the Closing Date) that could reasonably be expected to result in material
modification or revocation, and all applicable appeal periods with respect thereto shall
have expired without any action being taken by any applicable authority; or (2) subject to
the consent of the Arrangers and the Administrative Agent (such consent not to be
unreasonably withheld), been received pending the expiration of any such applicable waiting
period (other than the Gaming Concession Consent and the Land Concession Consent with
respect to the Sands Macao Land Concession Contract), and shall be reasonably expected to be
obtained upon the termination of such waiting period, or (3) with respect to any of the
Permits (other than the Gaming Concession Consent and the Land Concession



112









 







Consent with respect to the Sands Macao Land Concession Contract) described in
Schedule 4.1V(viii) as not yet required to be obtained, no facts or circumstances
exist which indicate that any such Permit will not be obtainable prior to the time that it
becomes required; and (b) the Gaming Concession Contract and the Sands Macao Land Concession
Contract shall be in full force and effect (it being understood that the registration of the
Sands Macao Land Concession Contract may be provisional).




     (ix) Work Force. Delivery of a detailed description of the proposed work force
for the construction and operation and maintenance of each of the Primary Projects and the
Cotai Strip Infrastructure Project (including, without limitation, evidence that the Company
and its subsidiaries have obtained all necessary licenses and Permits required as of the
Closing Date to permit the contractors constructing the Primary Projects to obtain and/or
employ workers/labor from mainland China or Hong Kong).



       W. Gaming Concession Contract. The Arrangers, the Administrative Agent and the
Disbursement Agent shall have received and be reasonably satisfied (after consulting with the
Construction Consultant) that the Company has complied with all obligations and provisions set
forth in the Gaming Concession Contract required to be complied with as of the Closing Date (and
that there are no defaults thereunder other than immaterial defaults as determined by the
Administrative Agent in its reasonable discretion), including satisfaction with:




     (i) Amendments. The Gaming Sub-Concession Contract, and evidence of the
extension of the deadline thereunder for completion of the Venetian Macau Overall Project
from during calendar year 2006 to at least December 31, 2007, and each other agreement
between Galaxy (to the extent reasonably obtainable), Macau SAR and/or the Company, if any,
related to the Gaming Sub-Concession Agreement.




     (ii) Operating Permission. Evidence that the Company has received the
confirmation of Macau SAR that the operation of the Sands Macao Casino (as currently
conducted and as anticipated to be conducted during the construction of and after completion
of the Sands Macao Podium Expansion Project) is permitted by the scope of business
provisions of the Organizational Documents of the Company, as required by Article 14(2) of
the Gaming Sub-Concession Contract.




     (iii) Capital Requirements. (A) Evidence that the share capital of the Company
is (and will be after giving effect to the Transactions) not less than 200,000,000 Macau
Patacas, as contemplated by Article 15(1) of the Gaming Sub-Concession Contract (or such
other amount as may be required pursuant to Article 15(2)), (B) evidence that the Company
provided notice to Macau SAR of the Parent’s listing of shares on a national exchange as
contemplated by Article 18(2) and (3) of the Gaming Sub-Concession Contract, (C) evidence
that the Parent has signed and submitted (on behalf of itself and, if applicable, its
Subsidiaries) to Macau SAR the statement contemplated by Article 34(4) of the Gaming
Sub-Concession Contract, and (D) evidence that the Company has informed Macau SAR regarding
the loans and security being provided by the Loan Documents and has provided copies of such
documents to Macau SAR pursuant to Articles 34(2) and (3) of the Gaming Sub-Concession
Contract.



113









 






     (iv) Insurance. Evidence that Macau SAR has confirmed that the scope of
insurance required to be obtained pursuant to the Loan Documents satisfies the requirements
of Article 40 of the Gaming Sub-Concession Contract and, if any insurance is provided by
insurance companies outside Macau SAR, evidence that Macau SAR has authorized such
companies.




     (v) Auditor. Evidence of agreement on the identity of the auditor by the
Gambling Inspection and Coordination Bureau and the Financial Services Bureau pursuant to
Article 57 of the Gaming Sub-Concession Contract.




     (vi) Document Submissions. (a) Evidence that copies of documents have been
submitted to Macau SAR as required under Article 21(1) of the Gaming Sub-Concession
Contract; (b) evidence that Macau SAR has approved the granting of the liens pursuant to the
Loan Documents as contemplated by Article 42(1) and Article 74(1) of the Gaming
Sub-Concession Contract and has approved the granting of the related powers of attorney as
contemplated by Article 21(3) of the Gaming Sub-Concession Contract; and (c) evidence of
approval by Macau SAR of the Company’s delegation of management authority, including the
appointment of the managing director, the scope of power of the managing director and the
term of authorization (and the Arrangers and the Administrative Agent shall be reasonably
satisfied with such delegation, appointment, scope and term).




     (vii) Minimum Payment. Evidence that the Company has, on or before the Closing
Date, spent no less than $429,000,000 towards the satisfaction of the requirement under
Article 39 of the Gaming Sub-Concession Contract.




     (viii) Authorization. Evidence that Macau SAR has authorized the Sands Macao
Casino as an area in which operation of casino games of chance or other forms of gaming may
be carried out in accordance with Article 9 of the Gaming Sub-Concession Contract.




     (ix) Land, Public Construction and Transportation Bureau. Evidence that the
Land, Public Construction and Transportation Bureau has approved the quality control manual
related to the Primary Projects as contemplated by Article 35(2) (4) of the Gaming
Sub-Concession Contract.




     (x) Required Approvals. A certificate of the Company stating that (a) all
general transitional provisions of the Gaming Sub-Concession Contract have been satisfied,
including the initial deposit of capital and commencement of business of the Sands Macao
Casino as required by Article 96 thereof, the designation and approval of the managing
director of the Company as required by Article 97 thereof, the execution of declarations by
each shareholder, director and major employee to cooperate with the Government of Macau SAR
as required by Article 99 thereof, the approval by the Government of Macau SAR of the
Organizational Documents of the Company as required by Article 101 thereof, the existence of
and approval by the Government of Macau SAR of applicable powers of attorney as required by
Article 102 thereof, notification of other shareholder gaming operations as required by
Article 103 thereof,



114









 







notification of board composition as required by Article 104 thereof and notification
of ownership structure as required by Article 105 thereof; (b) the Organizational Documents
of the Company have not been amended without approval of the government of Macau SAR as
required by Article 22 of the Gaming Sub-Concession Contract; and (c) the government of
Macau SAR has made no request that any industrial property rights or intellectual property
rights of the Company be assigned pursuant to Article 85 of the Gaming Sub-Concession
Contract.



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



     Y. Financial Statements. Delivery to the Lenders of the following financial
statements and information: (i) the audited consolidated balance sheets of (a) the Parent and its
Subsidiaries and (b) the Loan Parties as at each of December 31, 2005, December 31, 2004, and
December 31, 2003, and the related consolidated statements of income, stockholders’ equity and cash
flows of (a) the Parent and its Subsidiaries and (b) the Loan Parties for the Fiscal Year then
ended, (ii) the unaudited consolidated and (in the case of clause (a)) supplemental consolidating
information regarding assets and liabilities of (a) the Parent and its Subsidiaries and (b) the
Loan Parties as at March 31, 2006 and the related unaudited consolidated and (in the case of clause
(a)) supplemental consolidating information regarding income, stockholders’ equity and cash flows
of (a) the Parent and its Subsidiaries and (b) the Loan Parties for such three-month period then
ended, (iii) (a) the unaudited consolidated statements of income, stockholders’ equity and cash
flows of the Parent and its Subsidiaries and (b) the unaudited consolidated balance sheets and
statements of income for the Loan Parties for each monthly period after March 31, 2006 for which
financial statements are available, and (iv) the unaudited consolidated balance sheets of the Loan
Parties as at March 31, 2006, and the related unaudited consolidated statements of income,
stockholders’ equity and cash flows of the Loan Parties for the twelve months then ended, giving
pro forma effect to the Refinancing, the Transactions and the initial Credit Extensions
hereunder on the Closing Date.



     Z. Insurance. The Company shall have insurance complying with the requirements of
Section 6.4B in place and in full force and effect, and the Administrative Agent and the Arrangers
shall have received (i) a certificate from the Company’s insurance broker substantially in the form
of Exhibit G-3 identifying underwriters, type of insurance, insurance limits and policy
terms and stating that such insurance is in place and in full force and effect and that all
premiums then due thereon have been paid, (ii) the Insurance Advisor’s Certificate substantially in
the form of Exhibit G-1, and (iii) certified copies of all policies evidencing such
insurance (or a binder, commitment or certificates signed by the insurer or a broker authorized to
bind the insurer along with a commitment to issue the policies within 45 days after the Closing
Date) naming the Collateral Agent on behalf of the Lenders as an additional insured or loss payee,
as its interests may appear, and otherwise in form and substance reasonably satisfactory to the
Administrative Agent and the Arrangers.



115









 





     AA. Procurement Services Agreement. The Administrative Agent and the Arrangers shall
have received (i) a true and correct copy of the Procurement Services Agreement, dated on or before
the Closing Date, duly executed and delivered by an Authorized Officer of the Company and the
Procurement Affiliate, and (ii) a Contract Consent from the Procurement Affiliate, which shall be
in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers, unless
satisfactory provisions comparable to those that would be set forth in such a Contract Consent are
encompassed by the terms of the Procurement Services Agreement.



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



     The obligations of Lenders to make Revolving Loans that are not Project Cost Revolving Loans,
and the obligation of the Swing Line Lender to make Swing Line Loans, on or after the Closing Date
on any Funding Date are subject to the following further conditions precedent:



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



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




     (i) The representations and warranties contained herein and in the other Loan Documents
(in the case of (x) Letters of Credit not issued in connection with the payment of, or in
support of obligations to pay, Project Costs, (y) Revolving Loans that are not Project Cost
Revolving Loans and (z) any Term B Delayed Draw Loans borrowed on the Term B Delayed Draw
Loan Commitment Termination Date, other than the Disbursement Agreement) shall be true,
correct and complete in all material respects on and as of that Funding Date to the same
extent as though made on and as of that date, except to the extent such representations and
warranties specifically relate to an earlier date, in which case such representations and
warranties shall have been true, correct and complete in all material respects on and as of
such earlier date (or in the case of the Gaming Concession Consent and any Land Concession
Consent, shall have been true, correct and complete in all material respects on and as of
the date of execution of such Consent);




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




     (iii) Each Loan Party shall have performed in all material respects all agreements and
satisfied all conditions which this Agreement (and in the case of Loans other than (x)
Letters of Credit not issued in connection with the payment of, or in support of obligations
to pay, Project Costs, (y) Revolving Loans that are not Project Cost



116









 







Revolving Loans and (z) any Term B Delayed Draw Loans borrowed on the Term B Delayed
Draw Loan Commitment Termination Date, the conditions set forth in the Disbursement
Agreement) provides shall be performed or satisfied by it on or before that Funding Date;




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




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




     (vi) There shall not be pending or, to the knowledge of the Company, threatened, any
action, suit, proceeding, governmental investigation or arbitration against or affecting the
Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries
that is required to be disclosed under, and has not been disclosed by the Borrower or the
Company in writing pursuant to, subsection 5.6 or 6.1(x) prior to the making of the last
preceding Loans (or, in the case of the initial Loans, prior to the execution of this
Agreement), and there shall have occurred no development not so disclosed in any such
action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in
either event, in the reasonable opinion of the Administrative Agent, would have a Material
Adverse Effect.



     C. Maximum Cash Amount. In the case of any Revolving Loans requested after the Last
Project Final Completion Date, after giving effect to such Credit Extension, the aggregate Cash and
Cash Equivalents of the Loan Parties (excluding amounts on deposit in any accounts maintained under
the Disbursement Agreement) will not exceed the greater of (x) $200,000,000, and (y) On-Site Cash;
provided that this subsection 4.2C shall not apply at any time when the Consolidated
Leverage Ratio of the Company is less than or equal to 3.0:1.0.



     4.3 Conditions to Letters of Credit.



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



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



117









 





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



     Section 5. Representations and Warranties.



     In order to induce the Lenders and Issuing Lenders to enter into this Agreement and to make
Credit Extensions, each of the Company and the Borrower represent and warrant to each Lender that,
on the Closing Date and on each Funding Date, each of the following statements and, in the case of
Credit Extensions other than Letters of Credit or Revolving Loans that are not Project Cost
Revolving Loans or Term Delayed Draw Loans borrowed on the Term B Delayed Draw Loan Commitment
Termination Date, each of the representations and warranties set forth in the Disbursement
Agreement, are true, correct and complete.



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



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



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



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



     D. Subsidiaries. All of the Subsidiaries of the Company are identified in
Schedule 5.1D annexed hereto, as said Schedule 5.1D may be supplemented from time
to time pursuant to the provisions of subsection 6.1(xvi). The equity interests of each of the
Subsidiaries of the Company identified in Schedule 5.1D annexed hereto (as so supplemented)
are duly authorized, validly issued and (if applicable), fully paid and nonassessable and none of
such equity interests constitutes Margin Stock. Each of the Subsidiaries of the Company identified
in Schedule 5.1D annexed hereto (as so supplemented) is a corporation, limited liability
company or other entity duly organized, validly existing and in good standing (to the extent such
concept exists in the relevant jurisdiction) under the laws of its respective jurisdiction of
organization set



118









 







forth therein, has all requisite corporate, limited liability company or other power and
authority to own and operate its properties and to carry on its business as now conducted and as
proposed to be conducted, and is qualified to do business and in good standing in every
jurisdiction where its assets are located and wherever necessary to carry out its business and
operations, in each case except where failure to be so qualified or in good standing or a lack of
such corporate power and authority has not had and would not reasonably be expected to have a
Material Adverse Effect. Schedule 5.1D annexed hereto (as so supplemented) correctly sets
forth the ownership of the Company and each of its Subsidiaries.



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



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



     5.2 Authorization of Borrowing, etc.




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



     B. No Conflict. The execution, delivery and performance by Loan Parties of the Loan
Documents and the Project Documents to which they are parties and the consummation of the
transactions contemplated by the Loan Documents and the Project Documents do not and will not (i)
violate any provision of (a) any Legal Requirement applicable to the Company or any of its
Subsidiaries, (b) the Organizational Documents of the Company or any of its Subsidiaries or (c) any
order, judgment or decree of any Governmental Instrumentality binding on the Company or any of its
Subsidiaries, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of
time or both) a default under any Contractual Obligation of the Company or any of its Subsidiaries
(including such obligations pursuant to the Gaming Concession Contract and each Land Concession
Contract), (iii) result in or require the creation or imposition of any Lien upon any of the
properties or assets of the Company or any of its Subsidiaries (other than any Liens created under
any of the Loan Documents in favor of the Collateral Agent on behalf of Lenders and any Liens
granted on the Land Concession Contract and the real property covered by such contract in favor of
the Concession Guarantor), or (iv) require any approval of any Person under any Contractual
Obligation of the Company or any of its Subsidiaries except for such approvals or consents which
will be obtained on or before the Closing Date, or are not yet required to be obtained pursuant to
such Contractual Obligation and which the Company has no reason to believe cannot be obtained when
required, and disclosed in writing to Lenders, and except for such violations, conflicts, approvals
and consents the failure of which to obtain would not reasonably be expected to have a Material
Adverse Effect.



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



119









 





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



     5.3 Financial Condition and Financial Plan.



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



     5.4 No Material Adverse Change; No Default.



     A. No Material Adverse Change. Since December 31, 2005, no event or change has
occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse
Effect.



     B. No Default. No default or event of default by a Loan Party under (x) any
Indebtedness of any Loan Party in an aggregate principal amount in excess of $50,000,000 (other
than the Obligations) or (y) any other Material Contract other than those relating solely to
Secondary Projects that have not yet become Active Projects (in the case of Material Contracts
referred to in clause (y) and other than the Gaming Concession Contract and any Land Concession
Contract only, except for defaults which would not reasonably be expected to have a Material
Adverse Effect) has occurred and is continuing, or will be caused by the Borrowings to be made on
the Funding Date to which this representation refers.



     5.5 Title to Properties; Liens; Real Property.



     A. Title to Properties; Liens. The Company and its Subsidiaries have (i) good
marketable fee simple title to (in the case of fee interests in real property), (ii) valid
leasehold interests in (in the case of leasehold interests in real or personal property) and (iii)
good title to (in the case of all other personal property), all of their respective material
properties and assets



120









 







reflected in the financial statements referred to in subsection 5.3 or in the most recent
financial statements delivered pursuant to subsection 6.1, in each case except for assets disposed
of since the date of such financial statements in the ordinary course of business or as otherwise
permitted under subsection 7.7. Except as permitted by this Agreement, all such properties and
assets are held free and clear of Liens.



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



121









 





     5.6 Litigation; Adverse Facts.



     Except as set forth on Schedule 5.6, as it may be supplemented from time to time,
there are no actions, suits, proceedings, arbitrations or governmental investigations (whether or
not purportedly on behalf of the Company or any of its Subsidiaries) at law or in equity, or before
or by any federal, state, municipal or other governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign (including any Environmental Claims) that are
pending or, to the knowledge of the Company, threatened against or affecting the Company or any of
its Subsidiaries or any property of the Company or any of its Subsidiaries; it being understood
that as of the Closing Date, there are no such actions, suits or proceedings that claim damages
based upon the income or assets of the Loan Parties other than with respect to actions threatened
against affiliates of the Loan Parties that are not Loan Parties set forth in the first two
paragraphs of Schedule 5.6, and the claims filed or which may be filed against the Company
and the other Loan Parties set forth in the third, fourth and fifth paragraphs thereof. To the
knowledge of the Company, there are no such actions, suits, proceedings, arbitrations or
governmental investigations that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect. Neither the Company nor any of its Subsidiaries (i) is in
violation of any applicable laws (including Environmental Laws) that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect, or (ii) is subject
to or in default with respect to any final judgments, writs, injunctions, decrees, rules or
regulations of any court or any federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in
the aggregate, could reasonably be expected to result in a Material Adverse Effect.



     5.7 Payment of Taxes.



     Except to the extent permitted by subsection 6.3 or as set forth on Schedule 5.7, all
Tax returns and reports of the Company or any other Loan Party required to be filed by such Person
have been timely filed, all taxes shown on such Tax returns to be due and payable and all material
assessments, fees and other governmental charges upon the Company or any other Loan Party and upon
their respective properties, assets, income, businesses and franchises which are due and payable
have been paid when due and payable. The Company and the Borrower know of no proposed Tax
assessment against the Company or any other Loan Party which is not being actively contested by
such Person in good faith and by appropriate proceedings; provided that such reserves or
other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been
made or provided therefor.



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



     A. None of the Company or any other Loan Party is in default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual
Obligations, no condition exists that, with the giving of notice or the lapse of time or both,
would constitute such a default, except where the consequences of such default or defaults, if any,
would not reasonably be expected to have a Material Adverse Effect, and all amounts due and payable
on the Closing Date to any contractors or suppliers (and to its knowledge, all subcontractors)
pursuant to any Contractual Obligations have been paid in full except for the amounts in dispute as
permitted by the Disbursement Agreement.



122









 





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



     5.9 Governmental Regulation.



     None of the Company or any other Loan Party is subject to regulation under the Public Utility
Holding Company Act of 2005, the Federal Power Act, or the Interstate Commerce Act or registration
under the Investment Company Act of 1940 or under any other U.S. federal or state, or Macau SAR
statute or regulation which may limit its ability to incur Indebtedness other than as is addressed
by the Gaming Concession Consent and the Land Concession Consents, or which may otherwise render
all or any portion of the Obligations unenforceable. Incurrence of the Obligations under the Loan
Documents complies with all applicable provisions of Gaming Concession Consent and the Land
Concession Consents. To the extent applicable, each Loan Party is in compliance, in all material
respects, with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets
control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as
amended) and any other enabling legislation or executive order relating thereto, and (ii) Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”). No
part of the proceeds of the Loans will be used, directly or indirectly, by any Loan Party for any
payments to any governmental official or employee, political party, official of a political party,
candidate for political office, or anyone else acting in an official capacity, in order to obtain,
retain or direct business or obtain any improper advantage, in violation of the United States
Foreign Corrupt Practices Act of 1977, as amended.



     5.10 Securities Activities.



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



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



     5.11 Employee Benefit Plans.



     A. The Company, each of its Subsidiaries and each of their respective ERISA Affiliates are in
material compliance with all applicable provisions and requirements of ERISA and the regulations
thereunder with respect to each Employee Benefit Plan, and have performed all their obligations
under each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under
Section 401(a) of the Code is so qualified.



123









 





     B. No ERISA Event has occurred or is reasonably expected to occur which has resulted or would
be reasonably likely to result in a liability in the aggregate amount of $1,000,000 or more.



     C. Except to the extent required under Section 4980B of the Code or as set forth on
Schedule 5.11, no Employee Benefit Plan provides health or welfare benefits (through the
purchase of insurance or otherwise) for any retired or former employee of the Company, any of its
Subsidiaries or any of their respective ERISA Affiliates.



     D. As of the most recent valuation date for any Pension Plan, the amount of unfunded benefit
liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all
Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which
assets exceed benefit liabilities), does not exceed $1,000,000.



     E. As of the most recent valuation date for each Multiemployer Plan for which the actuarial
report is available, the potential liability of the Company, its Subsidiaries and their respective
ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of
Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal
from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA,
does not exceed $5,000,000.



     5.12 No Fees or Commissions.



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



     5.13 Environmental Protection.



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




     (i) neither the Company nor any of its Subsidiaries nor any of their respective
Properties or operations relating to any Project (other than any secondary Project that has
not yet become an Active Project) are subject to any outstanding written order, consent
decree or settlement agreement with any Person relating to (a) any Environmental Law, (b)
any Environmental Claim, or (c) any Hazardous Environmental Activity;



124









 






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




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




     (iv) the Projects (other than any Secondary Project that has not yet become an Active
Project) are (and at all relevant times have been) in compliance in all material respects
with Environmental Laws, including without limitation the Environmental Mitigation Plan;




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




     (vi) compliance with all current or reasonably foreseeable future requirements pursuant
to or under Environmental Laws will not, individually or in the aggregate, have a reasonable
possibility of giving rise to a Material Adverse Effect.



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



     5.14 Employee Matters; Acts of God.



     Except as disclosed in writing by the Company and the Borrower to the Administrative Agent
from time to time, neither the business nor the Properties of the Company or its Subsidiaries, nor,
to the knowledge of the Company, any other party to a Project Document that is a Material Contract
(other than any such Project Document relating solely to a Secondary Project that has not yet
become an Active Project), is affected by any fire, explosion, accident, drought, storm, hail,
earthquake, embargo, act of God or of the public enemy, or other casualty or other event of force
majeure, that could reasonably be expected to have a Material Adverse Effect. Except as disclosed
in writing by the Company and the Borrower to the Administrative Agent from time to time, there are
no strikes, lockouts, stoppages, slowdowns or other labor disputes against the Company or its
Subsidiaries pending or, to the knowledge of the Company, threatened that (individually or in the
aggregate) could reasonably be expected to have a Material Adverse Effect. Hours worked by and
payment made to employees of the Company and its Subsidiaries have not been in violation of any
applicable Legal Requirement, except for



125









 







violations that would not reasonably be expected to have a Material Adverse Effect, and all
payments due from the Company and its Subsidiaries on account of employee health and welfare
insurance that (individually or in the aggregate) could reasonably be expected to have a Material
Adverse Effect if not paid have been paid or accrued as a liability on the books of the Company.



     5.15 Solvency.



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



     5.16 Matters Relating to Collateral.



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



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



     C. Absence of Third-Party Filings. Except such as may have been filed in favor of the
Administrative Agent or the Collateral Agent as contemplated by subsection 5.16A or filed to
perfect a Permitted Lien, no effective UCC financing statement, fixture filing or other instrument



126









 







similar in effect covering all or any part of the Collateral is on file in any filing or
recording office.



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



     5.17 Sufficiency of Interests, Project Documents and Permits.



     A. Sufficiency. Other than those services to be performed and materials to be
supplied that can be reasonably expected to be commercially available when and as required, the
Company owns (or holds under lease) all of the materials, has obtained or contracted to obtain all
services and has entered into all documents and agreements necessary as of the date this
representation is made or deemed made to develop, construct, complete, own and operate the Active
Projects, each in accordance with all Legal Requirements and the Project Schedule and relevant
Project Documents. The Administrative Agent has received a true, complete and correct copy of each
of the Project Documents (other than Project Documents relating solely to Secondary Projects that
are not yet Active Projects) in effect as of the date this representation is made or deemed made
(including all exhibits, schedules, side letters and disclosure letters referred to therein or
delivered pursuant thereto, if any). All conditions precedent to the obligations of the respective
parties (other than any Loan Party) under the Project Documents have been satisfied, except for
such conditions precedent (a) the failure of which to be satisfied could not reasonably be expected
to have a Material Adverse Effect or (b) which by their terms cannot be met until a later stage in
the construction or operation of the applicable Project, and the Company has no reason to believe
that any such condition precedent (the failure of which to be satisfied could reasonably be
expected to have a Material Adverse Effect) cannot be satisfied on or prior to the appropriate
stage in the construction or operation of the applicable Project.



     B. Permits. All material Permits in connection with the transactions contemplated
hereby and the initial Credit Extensions hereunder and in respect of the design, development,
construction, ownership, operation and maintenance of the Sands Macao Casino and the Sands Macao
Podium Expansion Project and the approvals and consents required under the Gaming Concession
Contract and the Sands Macao Land Concession Contract required to have been obtained by the Closing
Date are listed on Schedule 4.1V(viii).



     5.18 Employment Agreements.



     As of the Closing Date, the employment contracts in effect with each member of senior
management of the Parent as in effect on August 20, 2004 remain in full force and effect without
material modification since that date.



     5.19 Accuracy of Information.



     None of the factual information (other than projections and pro forma financial information as
to which no representation is made under this subsection), taken as a whole, furnished by or on
behalf of any Loan Party in writing to any Arranger, the Administrative Agent, the Issuing Lender
or any Lender for inclusion in the confidential information



127









 







memorandum delivered to the Lenders contains any untrue statement of a material fact or
omitted to state any material fact necessary to make such information, taken as a whole, not
misleading.



     Section 6. Affirmative Covenants.



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



     6.1 Financial Statements and Other Reports.



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




     (i) Monthly Financials: as soon as available and in any event within 30 days
after the end of each month, the consolidated balance sheets of the Company and its
Restricted Subsidiaries as at the end of such month and the related consolidated statements
of income of the Company and its Restricted Subsidiaries for such month and for the period
from the beginning of the then current Fiscal Year to the end of such month, setting forth
in each case, all in reasonable detail (including supplemental consolidating information
with regard to the assets, liabilities, income, stockholders’ equity and cash flow
associated with the Excluded Casinos) and certified by the chief financial officer or Senior
Vice President-Finance of the Company, on behalf of the Company, that they fairly present,
in all material respects, the financial condition of the Company and its Restricted
Subsidiaries as at the dates indicated and the results of their operations and their cash
flows for the periods indicated, subject to changes resulting from audit and normal year-end
adjustments and which include supplemental consolidating information relating to the
Company, its Restricted Subsidiaries and its Excluded Subsidiaries;




     (ii) Quarterly Financials: as soon as available and in any event within 45
days after the end of each Fiscal Quarter,




     (a) the consolidated balance sheets of the Company and its Subsidiaries as at the end
of such Fiscal Quarter and the related consolidated statements of income, stockholders’
equity and cash flows of the Company and its Subsidiaries for such Fiscal Quarter and for
the period from the beginning of the then current Fiscal Year to the end of such Fiscal
Quarter, setting forth in each case in comparative form the corresponding figures for the
corresponding periods of the previous Fiscal Year, all in reasonable detail (including
supplemental consolidating information with regard to the assets, liabilities, income,
stockholders’ equity and cash flow associated with the Excluded Casinos) and certified by
the Chief Financial Officer or Senior Vice President-Finance of the Company, on behalf of
the Company, that they fairly present, in all material respects, the financial condition of
the Company and its Subsidiaries as at the dates indicated and the



128









 







results of their operations and their cash flows for the periods indicated, subject to
changes resulting from audit and normal year-end adjustments and which include supplemental
consolidating information relating to the Company, its Restricted Subsidiaries and its
Excluded Subsidiaries;




     (b) if different than the financial statements referred to in clause (a) above, the
consolidated balance sheets of the Loan Parties as at the end of such Fiscal Quarter and the
related consolidated statements of income, stockholders’ equity and cash flows of the Loan
Parties for such Fiscal Quarter and for the period from the beginning of the then current
Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative
form the corresponding figures for the corresponding periods of the previous Fiscal Year and
the corresponding figures from the Financial Plan for the current Fiscal Year, all in
reasonable detail (including supplemental consolidating information with regard to the
assets, liabilities, income, stockholders’ equity and cash flow associated with the Excluded
Casinos) and certified by the Chief Financial Officer or Senior Vice President-Finance of
the Company, on behalf of the Company, that they fairly present, in all material respects,
the financial condition of the Loan Parties as at the dates indicated and the results of
their operations and their cash flows for the periods indicated, subject to changes
resulting from audit and normal year-end adjustments; and




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




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




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




     (b) if different than the financial statements referred to in clause (a) above, the
consolidated balance sheets of the Loan Parties as at the end of such Fiscal Year and the
related consolidated statements of income, stockholders’ equity and cash flows of the



129









 







Loan Parties for such Fiscal Year, setting forth in each case in comparative form the
corresponding figures for the previous Fiscal Year and the corresponding figures from the
Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable
detail (including supplemental consolidating information with regard to the assets,
liabilities, income, stockholders’ equity and cash flow associated with the Excluded
Casinos) and certified by the Chief Financial Officer or Senior Vice President-Finance of
the Company, on behalf of the Company, that they fairly present, in all material respects,
the financial condition of the Loan Parties as at the dates indicated and the results of
their operations and their cash flows for the periods indicated and which include
supplemental consolidating information relating to the Company, its Restricted Subsidiaries
and its Excluded Subsidiaries;




     (c) a narrative report describing the operations of the Company and its Subsidiaries in
the form prepared for presentation to senior management for such Fiscal Year; and




     (d) in the case of such consolidated financial statements specified in clause (a)
above, a report thereon of PriceWaterhouseCoopers or other independent certified public
accountants of recognized international standing selected by the Borrower and reasonably
satisfactory to the Administrative Agent, which report shall be unqualified as to scope of
audit, shall express no doubts about the ability of the Persons covered thereby to continue
as a going concern, and shall state that such consolidated financial statements fairly
present, in all material respects, the consolidated financial position of the Company and
its Subsidiaries, as at the dates indicated and the results of their operations and their
cash flows for the periods indicated in conformity with GAAP (except as otherwise disclosed
in such financial statements) and that the examination by such accountants in connection
with such consolidated financial statements has been made in accordance with generally
accepted auditing standards in the United States of America. In addition, with regard to
the supplemental consolidating information, such report will state that such information has
been subjected to the auditing procedures applied in the audit of the consolidated financial
statements and is fairly stated in all material respects in relation to the consolidated
financial statements taken as a whole;




     (iv) Officers’ and Compliance Certificates: together with each delivery of
financial statements of the Company and its Subsidiaries (or Restricted Subsidiaries, as the
case may be) pursuant to clauses (ii) and (iii) above, (a) an Officers’ Certificate of the
Company stating that the signers, on behalf of the Company, have reviewed the terms of this
Agreement and have made, or caused to be made under their supervision, a review in
reasonable detail of the transactions and condition of the Company and its Subsidiaries
during the accounting period covered by such financial statements and that such review has
not disclosed the existence during or at the end of such accounting period, and that the
signers do not have knowledge of the existence as at the date of such Officers’ Certificate,
of any condition or event that constitutes an Event of Default or Potential Event of
Default, or, if any such condition or event existed or exists, specifying the nature and
period of existence thereof and what action the Borrower or any other Loan Party has taken,
are taking and propose to take with respect thereto; and (b) a Compliance



130









 







Certificate demonstrating in reasonable detail compliance during and at the end of the
applicable accounting periods with the restrictions contained in Section 7;




     (v) Reconciliation Statements: if, as a result of any change in accounting
principles and policies from those used in the preparation of the audited financial
statements referred to in subsection 5.3, the consolidated financial statements delivered
pursuant to clauses (i), (ii), (iii) or (xiii) of this subsection 6.1 will differ in any
material respect from the consolidated financial statements that would have been delivered
pursuant to such clauses had no such change in accounting principles and policies been made,
then (a) together with the first delivery of financial statements pursuant to clauses (i),
(ii), (iii) or (xiii) of this subsection 6.1 following such change, consolidated financial
statements of the Company and its Subsidiaries (or Restricted Subsidiaries, as the case may
be) for (y) the current Fiscal Year to the effective date of such change and (z) the two
full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in
each case prepared on a pro forma basis as if such change had been in effect during such
periods, and (b) together with each delivery of financial statements for the Company and its
Subsidiaries (or Restricted Subsidiaries, as the case may be) pursuant to clauses (i), (ii),
(iii) or (xiii) of this subsection 6.1 following such change, a written statement of the
chief accounting officer or chief financial officer of the Company setting forth the
differences (including any differences that would affect any calculations relating to the
financial covenants set forth in subsection 7.6) which would have resulted if such financial
statements had been prepared without giving effect to such change;




     (vi) Accountants’ Certification: together with each delivery of consolidated
financial statements pursuant to clause (iii) (a) above, a written statement by the
independent certified public accountants giving the report thereon (a) stating, in
connection with their audit examination, nothing has come to their attention that would lead
them to believe that any condition or event that constitutes an Event of Default or
Potential Event of Default in-so-far as they are related to accounting matters exists, if
such a condition or event has come to their attention, specifying the nature and period of
existence thereof; provided that such accountants shall not be liable directly or
indirectly by reason of any failure to obtain knowledge of any such Event of Default or
Potential Event of Default that would not be disclosed in the course of their audit
examination, and (b) stating that based on their audit examination nothing has come to their
attention that causes them to believe either or both that the information contained in the
certificates delivered therewith pursuant to clause (iv) above is not correct or that the
matters set forth in the Compliance Certificates delivered therewith pursuant to clause
(iv)(b) above for the applicable Fiscal Year are not stated in accordance with the terms of
this Agreement insofar as they relate to accounting matters, provided that such
accountants shall not be liable directly or indirectly by reason of any failure to obtain
knowledge of any such Event of Default or Potential Event of Default that would not be
disclosed in the course of their audit examination;




     (vii) Accountants’ Reports: promptly upon receipt thereof (unless restricted
by applicable professional standards), copies of all final reports submitted to the Company
by independent certified public accountants in connection with each annual, interim or
special audit of the financial statements of the Company and its Subsidiaries



131









 







made by such accountants, including any comment letter submitted by such accountants to
management in connection with their annual audit;




     (viii) Filings, Press Releases and Other Financial Reports: promptly upon
their becoming available, copies of (a) all financial statements, reports, notices and proxy
statements sent or made available generally by the Company or any of its Subsidiaries to
their respective security holders, (b) all regular and periodic reports and all registration
statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by the
Company or any of its Subsidiaries with any securities exchange or with the United States
Securities and Exchange Commission, or any similar Governmental Instrumentality, (c) all
press releases and other statements made available generally by the Loan Parties to the
public concerning material developments in the business of the Company and its Subsidiaries
and (d) to the extent prepared, any financial statements and reports concerning any
Subsidiaries of the Company not delivered pursuant to clauses (i), (ii) or (iii) above that
are generally made available to the public;




     (ix) Events of Default, etc.: promptly upon any officer of any Loan Party
obtaining knowledge (a) of any condition or event that constitutes an Event of Default or
Potential Event of Default, or becoming aware that any Lender has given any notice (other
than to the Administrative Agent) or taken any other action with respect to a claimed Event
of Default or Potential Event of Default, (b) that any Person has given any notice to any
Loan Party or taken any other action with respect to a claimed default or event or condition
of the type referred to in subsection 8.2, (c) of any condition or event that would be
required to be disclosed in a current report filed by the Company with the Securities and
Exchange Commission on Form 8-K with respect to Items 2, 4 and 6 of such Form as in effect
on the Closing Date if the Company were required to file such reports under the Exchange
Act, or (d) of the occurrence of any event or change that has caused or evidences, either in
any case or in the aggregate, a Material Adverse Effect, an Officers’ Certificate specifying
the nature and period of existence of such condition, event or change, or specifying the
notice given or action taken by any such Person and the nature of such claimed Event of
Default, Potential Event of Default, default, event or condition, and what action the
Company or any other Loan Party has taken, is taking and proposes to take with respect
thereto;




     (x) Litigation or Other Proceedings: (a) promptly upon any officer of any Loan
Party obtaining knowledge of (X) the non-frivolous institution of, or threat of, any action,
suit, proceeding (whether administrative, judicial or otherwise), governmental investigation
or arbitration against or affecting the Company or any other Loan Party, or any property of
the Company or any other Loan Party (collectively, “Proceedings”) not previously disclosed
in writing by the Borrower to Lenders or (Y) any material development in any Proceeding
that, in any case:




     (1) has a reasonable possibility of giving rise to a Material Adverse Effect;
or



132









 






     (2) seeks to enjoin or otherwise prevent the consummation of, or to recover any
damages or obtain relief as a result of, the transactions contemplated hereby;




written notice thereof together with such other information as may be reasonably available
to the Company and the other Loan Parties to enable Lenders and their counsel to evaluate
such matters; and (b) within twenty days after the end of each Fiscal Quarter, a schedule of
all Proceedings involving an alleged liability of, or claims against or affecting, the
Company or any of its Subsidiaries equal to or greater than $20,000,000, and promptly after
request by the Administrative Agent such other information as may be reasonably requested by
the Administrative Agent to enable the Administrative Agent and its counsel to evaluate any
of such Proceedings;




     (xi) ERISA Events: promptly upon becoming aware of the occurrence of or
forthcoming occurrence of any ERISA Event, a written notice specifying the nature thereof,
what action the Borrower or any of its ERISA Affiliates has taken, is taking or proposes to
take with respect thereto and, when known, any action taken or threatened by the Internal
Revenue Service, the Department of Labor or the PBGC with respect thereto;




     (xii) ERISA Notices: with reasonable promptness, copies of (a) each Schedule B
(Actuarial Information) to the annual report (Form 5500 Series) filed by the Company, any of
its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue
Service with respect to each Pension Plan; (b) all notices received by the Company or any of
its ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (c)
copies of such other documents or governmental reports or filings relating to any Employee
Benefit Plan as Administrative Agent shall reasonably request;




     (xiii) Financial Plans: as soon as practicable and in any event no later than
30 days prior to the beginning of each Fiscal Year, a consolidated plan and financial
forecast for each Active Project for such Fiscal Year and each subsequent Fiscal Year
through the Maturity Date of the Term B Loans (the “Financial Plan” for such Fiscal Years),
including (a) forecasted consolidated balance sheets and forecasted consolidated statements
of income and cash flows of the Company and its Restricted Subsidiaries for such Fiscal
Years (including separate disclosure of the assets, liabilities, income, stockholders’
equity and cash flow associated with the Excluded Casinos), together with a pro
forma Compliance Certificate for such Fiscal Years and an explanation of the
assumptions on which such forecasts are based, (b) forecasted consolidated statements of
income and cash flows of the Company and its Restricted Subsidiaries attributable to each
Active Project for each month of such Fiscal Years, together with an explanation of the
assumptions on which such forecasts are based, and (c) such other information and
projections for such Fiscal Years as any Lender may reasonably request;




     (xiv) Insurance: as soon as practicable and in any event by the last day of
each Fiscal Year, a report in form and substance reasonably satisfactory to the
Administrative Agent outlining all material insurance coverage maintained as of the date



133









 







of such report by the Loan Parties and all material insurance coverage planned to be
maintained by the Loan Parties in the immediately succeeding Fiscal Year;




     (xv) Board of Directors: with reasonable promptness, written notice of any
change in the members of the Board of Directors of the Parent or the Company;




     (xvi) New Subsidiaries: promptly upon any Person becoming a Subsidiary of the
Company (other than a Subsidiary of an Excluded Subsidiary), in which case (a) within 45
days of the close of the calendar quarter during which such event occurs if such event
occurs during any of the first three calendar quarters of the given year or (b) within 90
days of the close of the fourth calendar quarter of the given year if such event occurs
during the fourth calendar quarter of such year), a written notice setting forth with
respect to such Person (a) the date on which such Person became a Subsidiary of the Company
and (b) all of the data required to be set forth in Schedule 5.1D with respect to
all Subsidiaries of the Company (it being understood that such written notice shall be
deemed to supplement Schedule 5.1D for all purposes of this Agreement);




     (xvii) Material Contracts: promptly, and in any event within ten Business Days
after any Material Contract of the Company or any other Loan Party is terminated or amended
in a manner that is materially adverse to the Company or any other Loan Party or any new
Material Contract is entered into, or upon becoming aware of any material default by any
party under a Material Contract (in each case, other than a Material Contract relating
solely to Secondary Projects that are not yet Active Projects), a written statement
describing such event with copies of such material amendments or new contracts, and an
explanation of any actions being taken with respect thereto;




     (xviii) Search Reports: As promptly as practicable after the date of delivery
to the Administrative Agent of any UCC financing statement or similar instrument delivered
by any Loan Party pursuant to subsection 6.11, copies of completed UCC searches, Real Estate
Registry Collateral searches, and/or Commercial and Moveable Property Registry Collateral
searches, as applicable, evidencing the proper filing, recording and indexing of all such
UCC financing statements and other instruments and listing all other effective financing
statements and similar instruments that name such Loan Party as debtor, together with copies
of all such filings not previously delivered to the Administrative Agent by or on behalf of
such Loan Party;




     (xix) Notices under Operative Documents: (1) promptly upon receipt, copies of
all notices provided to the Company or its Subsidiaries (a) pursuant to any Project
Documents (other than Construction Contracts or Trade Contracts that are not Material
Contracts, and other than those relating solely to Secondary Projects that are not yet
Active Projects) relating to material defaults or material delays, and (b) pursuant to the
Gaming Concession Contract or any Land Concession Contract other than in the ordinary
course, and (2) promptly upon execution and delivery thereof, copies of all amendments to
any of the Operative Documents (other than Construction Contracts or Trade Contracts that
are not Material Contracts and other than those relating solely to Secondary Projects that
are not yet Active Projects);



134









 






     (xx) Concession Proceedings and Notices: to the extent not required by another
clause of this subsection 6.1, promptly upon receipt, copies of all of the following
received by the Company or any of its Subsidiaries: (a) notice of any default or
consultations with Macau SAR as contemplated by paragraph A2 of the Gaming Concession
Consent in relation to any termination, rescission, potential termination or potential
rescission of the Gaming Sub-Concession Contract, (b) notice of any default or consultations
with Macau SAR as contemplated by paragraph C of the Land Concession Consent regarding the
Sands Macao Land Concession Contract in relation to any termination or rescission thereof
(or under any similar provision contained in any other Land Concession Contract), (c) notice
of any replacement or reinstatement of the Company or any unilateral discharge of the Gaming
Sub-Concession Contract under article 79 of the Gaming Sub-Concession Contract, (d) notice
of any negotiations with Macau SAR pursuant to article 83 of the Gaming Sub-Concession
Contract, (e) any notice from Macau SAR pursuant to clause 3 of article 80 of the Gaming
Sub-Concession Contract, (f) any notice from Macau SAR pursuant to clause 4 of article 80 of
the Gaming Sub-Concession Contract, or (g) notice of any seizure, dissolution, redemption or
rescission pursuant to Chapter V of Law No 16/2001; and provide further information to the
Administrative Agent regarding any proceedings relating thereto; and




     (xxi) Other Information: with reasonable promptness, such other information
and data with respect to the Company or any of its Subsidiaries as from time to time may be
reasonably requested by any Lender.



     6.2 Corporate Existence, etc.



     The Company will, and will cause each other Loan Party to, at all times preserve and keep in
full force and effect their corporate, limited liability company or other existence and all rights
and franchises material to its business; provided, however, that the Company and
any other Loan Party may merge or consolidate as permitted pursuant to subsection 7.7 of this
Agreement and provided, further, that neither the Company nor any other Loan Party
shall be required to preserve any such right or franchise if the Board of Directors of such Loan
Party (or the managing member thereof, if applicable) shall determine (and shall so notify the
Administrative Agent), that the preservation thereof is no longer desirable in the conduct of the
business of such Loan Party and that the loss thereof is not disadvantageous in any material
respect to the Company, any other Loan Party or the Lenders.



     6.3 Payment of Taxes and Claims; Tax Consolidation.



     A. The Company will, and will cause each other Loan Party to, pay all material Taxes,
assessments and other governmental charges imposed upon it or any of its properties or assets or in
respect of any of its income, businesses or franchises before any penalty accrues thereon, and all
material claims (including claims for labor, services, materials and supplies) for sums that have
become due and payable and that by law have or may become a Lien upon any of its properties or
assets, prior to the time when any penalty or fine shall be incurred with respect thereto;
provided that no such charge or claim need be paid if it is being contested in good faith
by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such
reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP



135









 







shall have been made therefor and (2) in the case of a charge or claim which has or may become
a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the
sale of any portion of the Collateral to satisfy such charge or claim.



     B. The Company will not, nor will it permit any other Loan Party to, file or consent to the
filing of any combined, unitary or consolidated income Tax return with any Person (other than a
Loan Party) unless the Company and/or each other Loan Party, as applicable, shall have entered
into, a tax sharing agreement with such Person, in form and substance reasonably satisfactory to
the Administrative Agent.



     C. The Company shall use commercially reasonable efforts to minimize the Section 951(a) Income
generated by the operations of the Loan Parties.



     D. If and to the extent that the Company or any other Loan Party makes a payment or
distribution to any direct or indirect shareholder or member other than the Company or another Loan
Party with respect to Taxes that are attributable to an Excluded Subsidiary or any Subsidiary
thereof, then the Company will promptly cause such Excluded Subsidiary to reimburse the Company or
such other Loan Party for such Taxes; provided, however, that such reimbursement
shall not be required to the extent that the amount of such reimbursement is treated as an
Investment permitted under subsections 7.3 (vii), (viii), (x), (xi), (xiv), (xv), (xvi) or (xviii).



     6.4 Maintenance of Properties; Insurance; Application of Net Loss Proceeds.



     A. Maintenance of Properties. The Company will, and will cause each other Loan Party
to, maintain or cause to be maintained in good repair, working order and condition, ordinary wear
and tear excepted, all material properties used or useful in the business of the Company and each
other Loan Party and from time to time will make or cause to be made all appropriate repairs,
renewals and replacements thereof except to the extent that the Company determines in good faith
not to maintain, repair, renew or replace such property if such property is no longer desirable in
the conduct of their business and the failure to do so is not disadvantageous in any material
respect to the Loan Parties or the Lenders. The Company will operate each Project (upon and after
the Opening Date thereof) at standards of operation at least equivalent to the standards of
operation of the Sands Macao Casino on the Closing Date (or, if higher, in accordance with prudent
industry practices in Macau SAR and in a manner not inconsistent with any Gaming License), in
compliance with the terms of the Gaming Concession Contract, and in compliance with the terms of
any applicable Land Concession Contract.



     B. Insurance. The Company will maintain or cause to be maintained, with financially
sound and reputable insurers, such public liability insurance, third party property damage
insurance, business interruption insurance and casualty insurance with respect to liabilities,
losses or damage in respect of the assets, properties and businesses of the Company and each other
Loan Party as may from time to time customarily be carried or maintained under similar
circumstances by corporations of established reputation engaged in similar businesses, in each case
in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and
otherwise on such terms and conditions as shall be customary for corporations similarly situated in
the industry. Without limiting the generality of the foregoing, the Company will



136









 







maintain or cause to be maintained at all times after the Closing Date with regard to the
Primary Projects the insurance coverages set forth on Exhibit O on the Closing Date, and
will cause to be maintained at all times after any Secondary Project becomes an Active Project the
additional insurance coverages required by Exhibit O required with regard to such Secondary
Project.



     C. Application of Net Loss Proceeds. If Net Loss Proceeds are received by any Loan
Party (i) on or prior to the Opening Date of the Project (or portion thereof) from which such Net
Loss Proceeds arise, the Company shall deposit such Net Loss Proceeds in the Term Loan Disbursement
Account and apply such Net Loss Proceeds as provided in the Disbursement Agreement, and (ii) after
the Opening Date of the Project (or portion thereof) from which such Net Loss Proceeds arise, the
Company shall apply any Net Loss Proceeds in accordance with subsection 2.4B(iii)(b) hereof. The
Administrative Agent shall, and each of the Company and the Borrower hereby authorizes the
Administrative Agent to, apply such Net Loss Proceeds to prepay the Loans to the extent provided in
subsection 2.4B(iii)(b).



     6.5 Inspection; Lender Meeting.



     A. Inspection Rights. The Company shall, and shall cause each other Loan Party to,
permit any authorized representatives designated by any Lender to visit and inspect any of the
properties of the Loan Parties, to inspect, copy and take extracts from its and their financial and
accounting records, and to discuss its and their affairs, finances and accounts with its and their
officers and independent public accountants, if requested by the Administrative Agent
(provided that any designated representatives of the Company may, if they so choose, be
present at or participate in any such discussion), all upon reasonable notice and at such
reasonable times during normal business hours and as often as may reasonably be requested.



     B. Lender Meeting. The Company will, upon the request of the Co-Syndication Agents,
the Administrative Agent or Requisite Lenders, participate in a meeting of the Co-Syndication
Agents, the Administrative Agent and the Lenders once during each Fiscal Year to be held at the
Parent’s corporate offices, or the Company’s corporate offices if requested by the Lenders (or at
such other location as may be agreed to by the Company and the Administrative Agent) at such time
as may be agreed to by the Co-Syndication Agents, the Company and the Administrative Agent.



     6.6 Compliance with Laws, etc.; Permits.



     A. The Company shall and shall cause each other Loan Party and all other Persons on or
occupying any Properties to, comply with the requirements of all applicable laws, rules,
regulations and orders of any Governmental Instrumentality (including all Environmental Laws, and
any money laundering laws or regulations), noncompliance with which could reasonably be expected to
cause, individually or in the aggregate, a Material Adverse Effect. The Company shall and shall
cause each other Loan Party to only engage in activities permitted by their respective
Organizational Documents, and in the case of the Company, the certificate issued by Macau SAR
pursuant to subsection 4.1W(ii).



     B. The Company shall, and shall cause each other Loan Party to, from time to time obtain,
maintain, retain, observe, keep in full force and effect and comply in all material respects



137









 







with the terms, conditions and provisions of all Permits as shall now or hereafter be
necessary under applicable laws except any thereof the noncompliance with which could not
reasonably be expected to have a Material Adverse Effect.



     6.7 Environmental Covenant.



     A. Compliance with Environmental Law.




     (i) Except as provided in Section 6.7A(ii), the Projects shall at all times (after the
commencement of and during construction, and during operation) comply in all material
respects with (x) Environmental Laws and (y) the Environmental Mitigation Plan.




     (ii) In the event and to the extent that the Equator Principles applicable to the
Projects(other than any Secondary Project that has not yet become an Active Project)
materially change after the date of this Agreement, upon the Co-Syndication Agents’ or
Administrative Agent’s written notice to the Borrower of such changes, the Borrower and the
Company agree that they will use commercially reasonable efforts under the circumstances to
cause such Projects to comply in a commercially reasonable time frame with any such material
changes to the Equator Principles; provided however, that in the event the Borrower
and the Company cannot comply with the changes to the Equator Principles without expending
greater than commercially reasonable efforts under the circumstances, then the Borrower and
the Company need not attempt to comply with such changes to the Equator Principles, except
that in such event the Borrower and the Company shall in their reasonable discretion
mitigate any such noncompliance with such changes. Nothing in this Section 6.7A(ii) shall
require any modification to the Environmental Mitigation Plan for the construction of the
Venetian Macao Overall Project on Site 1.



       B. Additional Information. The Company and the Borrower agree that the Co-Syndication
Agents or the Administrative Agent may, from time to time and in their reasonable discretion, (i)
retain, at the Company’s and/or the Borrower’s expense, an independent professional consultant to
review or conduct any environmental audits, investigations, analyses and reports relating to
environmental matters (including, without limitation, the Equator Principles) in respect of any
Project or proposed action of the Company or any of its Restricted Subsidiaries prepared by or for
the Company or any of its Restricted Subsidiaries, (ii) request the Company or the Borrower to
provide additional environmental information regarding any Project, in form and substance
reasonably acceptable to the Co-Syndication Agents or Administrative Agent, as the case may be, and
(iii) conduct their own investigation of any Property; provided that, in the case of any
Property no longer owned, leased, operated or used by the Company or any of its Restricted
Subsidiaries, the Company and the Borrower shall only be obligated to use their diligent efforts to
obtain permission for the Co-Syndication Agents’ or the Administrative Agent’s professional
consultant to conduct an investigation of such Property. The Company and the Borrower acknowledge
that the Co-Syndication Agents have retained ERM for purposes of this subsection 6.7B as of the
date hereof. For purposes of conducting such a review and/or investigation, the Company and the
Borrower hereby grant to the Co-Syndication Agents and the Administrative Agent and their
respective agents, employees,



138









 







consultants and contractors the right to enter into or onto any Properties currently owned,
leased, operated or used by the Company or any of its Restricted Subsidiaries and to perform such
tests on such property (including taking samples of soil, groundwater and suspected
asbestos-containing materials) as are reasonably necessary in connection therewith. Any such
investigation of any Property shall be conducted, unless otherwise agreed to by the Company and the
Co-Syndication Agents or the Administrative Agent, during normal business hours and, to the extent
reasonably practicable, shall be conducted so as not to interfere with the ongoing operations at
such Property or to cause any damage or loss to any property at such Property. The Company, the
Borrower, the Co-Syndication Agents and the Administrative Agent hereby acknowledge and agree that
any report of any investigation conducted at the request of the Co-Syndication Agents or the
Administrative Agent pursuant to this subsection 6.7B will be obtained and shall be used by the
Co-Syndication Agents, the Administrative Agent and Lenders for the purposes of Lenders’ internal
credit decisions, to monitor and police the Loans and to protect Lenders’ security interests
created by the Loan Documents. Each of the Co-Syndication Agents and the Administrative Agent each
agree to deliver a copy of any such report to the Company with the understanding that the Company
and the Borrower acknowledge and agree that (x) they will indemnify and hold harmless the
Administrative Agent, the Co-Syndication Agents and each Lender from any costs, losses or
liabilities relating to the Company’s use of or reliance on such report, (y) none of the
Co-Syndication Agents, the Administrative Agent nor any Lender makes any representation or warranty
with respect to such report, and (z) by delivering such report to the Company and the Borrower,
none of the Co-Syndication Agents, the Administrative Agent nor any Lender is requiring or
recommending the implementation of any suggestions or recommendations contained in such report.



     C. Environmental Disclosure. The Company will deliver to the Administrative Agent and
Lenders:




     (i) Environmental Audits and Reports. As soon as practicable following receipt
thereof (or receipt by any Loan Party), copies of all material environmental audits,
investigations, analyses and reports of any kind or character, whether prepared by personnel
of the Company or any of its Restricted Subsidiaries or by independent consultants,
governmental authorities or any other Persons, with respect to significant environmental
matters at any Property or with respect to any Environmental Claims.




     (ii) Notice of Certain Releases, Remedial Actions, Etc. Promptly upon the
occurrence thereof, written notice describing in reasonable detail (a) any material Release
or material noncompliance with Environmental Law required to be reported to any Government
Instrumentality under any applicable Environmental Laws, (b) any remedial action taken by
the Company, any Loan Party or any other Person in response to (1) any Hazardous
Environmental Activities the existence of which has a reasonable possibility of resulting
in one or more Environmental Claims having, individually or in the aggregate, a Material
Adverse Effect, or (2) any Environmental Claims that, individually or in the aggregate, have
a reasonable possibility of resulting in a Material Adverse Effect, or (c) any noncompliance
with the Environmental Mitigation Plan; provided, however, that as to
immaterial noncompliance, the Company may provide such written notice in the auditing
procedures identified in the Environmental Mitigation Plan.



139









 






     (iii) Written Communications Regarding Environmental Claims, Releases, Etc. As
soon as practicable following the sending or receipt thereof by the Company or any of its
Restricted Subsidiaries, a copy of any and all written communications with respect to (a)
any Environmental Claims that, individually or in the aggregate, have a reasonable
possibility of giving rise to a Material Adverse Effect, (b) any material Release required
to be reported to any Government Instrumentality, and (c) any request for information from
any Governmental Instrumentality that suggests such agency is investigating whether Company
or any of its Restricted Subsidiaries may be potentially responsible for costs arising out
of any Hazardous Materials Activity.




     (iv) Notice of Certain Proposed Actions Having Environmental Impact. Prompt
written notice describing in reasonable detail (a) any proposed acquisition of stock,
assets, or property by the Company or any of its Restricted Subsidiaries that could
reasonably be expected to (1) expose the Company or any of its Restricted Subsidiaries to,
or result in, Environmental Claims that could reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect or (2) affect the ability of the Company or
any of its Restricted Subsidiaries to maintain full force and effect all material Permits
required under any Environmental Laws for their respective operations and (b) any proposed
action to be taken by the Company or any of its Restricted Subsidiaries to modify current
operations in a manner that could reasonably be expected to subject the Company or any of
its Restricted Subsidiaries to any material additional obligations or requirements under any
Environmental Laws that could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.




     (v) Annual Reports. Within ninety (90) days after the end of each Fiscal Year
of the Company, an annual monitoring report assessing compliance with the Environmental
Mitigation Plan, the applicable Environmental Laws, and subsection 6.7A or, as the case may
be, detailing any non-compliance, and setting out the action being taken to correct such
non-compliance.




     (vi) Other Information. With reasonable promptness, such other documents and
information as from time to time may be reasonably requested by the Administrative Agent in
relation to any matters disclosed pursuant to this subsection 6.7.



     D. Company’s Remedial Actions Regarding Environmental Laws and Hazardous Environmental
Activities. The Company shall promptly undertake, and shall cause each of its Restricted
Subsidiaries promptly to undertake, any and all investigations, studies, sampling, testing,
abatement, cleanup, removal, remediation or other response actions reasonably necessary to remove,
remediate, clean up or abate any Hazardous Environmental Activity on, under or about any Property
to the extent required by Environmental Laws, including without limitation (i) any material
violation of any Environmental Laws or that presents a material risk of giving rise to an
Environmental Claim or (ii) any violation of the Environmental Mitigation Plan. In the event
Company or any of its Restricted Subsidiaries undertake any such action, the Company or such
Restricted Subsidiary shall conduct and complete such action in compliance with all applicable
Environmental Laws and in accordance with the policies, orders and directives of all Governmental
Instrumentality except when, and only to the extent that, the Company’s or such



140









 







Restricted Subsidiary’s liability with respect to such Hazardous Environmental Activity is
being contested in good faith by the Company or such Restricted Subsidiary.



     E. Actions with Respect to Environmental Claims and Violations of Environmental Laws.
The Company shall promptly take, and shall cause each of its Restricted Subsidiaries promptly to
take, any and all actions necessary to (a) cure any violation of applicable Environmental Laws by
the Company or its Restricted Subsidiaries and (b) make an appropriate response to any
Environmental Claim against the Company or any of its Restricted Subsidiaries and discharge any
obligations it may have to any Person thereunder.



     F. Actions with Respect to Categorization of the Projects. Except where accompanied
by material compliance with all applicable Environmental Laws, neither the Borrower, the Company
nor any Restricted Subsidiary shall take any action, enter into any transaction, agreement or
proposal or otherwise cause or permit any third person to take any action, that could reasonably be
expected to result in (i) a change in the categorization (as determined by ERM or other qualified
independent consultant reasonably acceptable to the Borrower and Arranger or Administrative Agent)
of (1) the Sands Macao Casino or the Sands Macao Podium Expansion Project from a Category “C”
project under the Equator Principles to a Category “B” or “A” project thereunder, (2) any other
Active Project (or combination thereof) from a Category “B” project under the Equator Principles to
a “Category A” project thereunder or (ii) development of any other Project not yet characterized or
(in the reasonable judgment of the Arrangers’ or Agents’ independent professional consultant)
adequately reviewed in the Environmental Assessment.



     6.8 Material Contracts.



     A. Compliance with Obligations. The Company shall, and shall cause each other Loan
Party to, comply, duly and promptly, in all material respects with its respective obligations and
enforce all of its respective rights under (i) the Gaming Concession Contract (including, without
limitation, compliance with the suitability requirements of Article 26 of the Gaming Sub-Concession
Contract, obtaining approvals required by Article 30 thereof prior to related party transactions
and Article 37 thereof regarding work inspections at the times specified therein, and maintaining
all required guarantees pursuant to Articles 61, 62 or 63 thereof or otherwise), each Land
Concession Contract and the IP License and (ii) all Project Documents and Material Contracts (other
than the Gaming Concession Contract and each Land Concession Contract) except in the case of this
clause (ii), where the failure to comply could not reasonably be expected to have a Material
Adverse Effect.



     B. Contract Consents. The Company (i) shall cause each Person party to a Material
Contract listed in clause (b) of the definition thereof, and each Person party to a Construction
Contract that is a Material Contract, and (ii) shall use commercially reasonable efforts to cause
each Person party to any other Material Contract, to deliver a Contract Consent to the
Administrative Agent regarding the collateral assignment of such Material Contract, upon execution
of such Material Contract or within a reasonable period of time thereafter (or, if executed prior
to Closing at Closing); provided that the Company may decline to cause or to use
commercially reasonable efforts to cause to be delivered Contract Consents for Material Contracts
(other than any Construction Contracts) comprising no more than 20% of the value of



141









 







all Contracts deemed “Material Contracts” solely due to clauses (c) and (d) of the definition
thereof; provided further that with respect to Material Contracts relating solely
to Projects other than the Sands Macau Podium Expansion Project, the requirements of this Section
6.8(B) shall apply from and after the Initial Standard Advance Date for the related Project.



     6.9 Discharge of Liens.



     A. Removal by the Company. In the event that, notwithstanding the covenants contained
in subsection 7.2, a Lien which is not a Permitted Lien may encumber any Collateral or any portion
thereof, the Company shall promptly (and shall cause its Subsidiaries to promptly) discharge or
cause to be discharged by payment to the lienor or Lien claimant or promptly secure removal by
bonding, guaranty, deposit or otherwise within 60 days after the date of notice thereof;
provided that compliance with the provisions of this subsection 6.9 shall not be deemed to
constitute a waiver of the provisions of subsection 7.2. The Company shall exhibit to the
Administrative Agent upon request all receipts or other satisfactory evidence of payment, bonding,
deposit of taxes, assessments, Liens or any other item which may cause any such Lien to be filed
against any Collateral. Each Loan Party shall fully preserve the Lien and the priority of each
Collateral Document without cost or expense to the Administrative Agent, the Collateral Agent or
the Lenders.



     B. Removal by the Agent. If any Loan Party fails to promptly discharge, remove or
bond off any such Lien or mechanics’ or materialmen’s claim of Lien as described above, which is
not being contested by a Loan Party in good faith by appropriate proceedings promptly instituted
and diligently conducted, within 60 days after the receipt of notice thereof, then the
Administrative Agent may, but shall not be required to, procure the release and discharge of such
Lien, mechanics’ or materialmen’s claim of Lien and any judgment or decree thereon, and in
furtherance thereof may, in its sole discretion, effect any settlement or compromise with the
lienor or Lien claimant or post any bond or furnish any security or indemnity as the Administrative
Agent, in its sole discretion, may elect. In settling, compromising or arranging for the discharge
of any Liens under this subsection, the Administrative Agent shall not be required to establish or
confirm the validity or amount of the Lien. The Borrower agrees that all costs and expenses
expended or otherwise incurred pursuant to this subsection 6.9 (including reasonable attorneys’
fees and disbursements) by the Administrative Agent shall be paid by the Borrower in accordance
with the terms hereof.



     6.10 Further Assurances.



     A. Assurances. Without expense or cost to the Administrative Agent, the Collateral
Agent, or the Lenders, the Company shall, and shall cause each other Loan Party to, from time to
time hereafter, execute, acknowledge, file, record, do and deliver all and any further acts, deeds,
conveyances, mortgages, deeds to secure debt, security agreements, hypothecations, pledges,
charges, assignments, financing statements and continuations thereof, notices of assignment,
transfers, certificates, assurances and other instruments as the Administrative Agent or the
Collateral Agent may from time to time reasonably require in order to carry out more effectively
the purposes of this Agreement or the other Loan Documents, including to subject any items of
Collateral, intended to now or hereafter be covered, to the Liens created by the Collateral
Documents, to perfect and maintain such Liens, and to assure, convey, assign, transfer and



142









 







confirm unto the Collateral Agent the property and rights hereby conveyed and assigned or
intended to now or hereafter be conveyed or assigned or which any Loan Party may be or may
hereafter become bound to convey or to assign to the Administrative Agent or the Collateral Agent
or for carrying out the intention of or facilitating the performance of the terms of this
Agreement, or any other Loan Documents or for filing, registering or recording this Agreement or
any other Loan Documents or to clarify or confirm any documents delivered or required to be
delivered hereunder or thereunder. Promptly upon a reasonable request Company shall, and shall
cause each other Loan Party to, execute and deliver, and hereby authorizes the Collateral Agent to
execute and file in the name of such Loan Party, to the extent the Collateral Agent may lawfully do
so, one or more financing statements, chattel mortgages or comparable security instruments to
evidence more effectively the Liens of the Collateral Documents upon the Collateral. In addition,
promptly upon the creation of any new corporate enterprise of any Loan Party, the applicable
Floating Charge shall be registered with the Macau Companies Registry with regard to such new
corporate enterprise.



     B. Filing and Recording Obligations. The Borrower shall pay or cause to be paid all
filing, registration and recording fees and all expenses incident to the execution and
acknowledgment of or enforcement under any Loan Document, including any instrument of further
assurance described in subsection 6.10A, and shall pay or cause to be paid all mortgage recording
taxes, transfer taxes, general intangibles taxes and governmental stamp and other taxes, duties,
imposts, assessments and charges arising out of or in connection with the execution, delivery,
filing, recording or registration of or enforcement under any Collateral Document or any other Loan
Document or the Assignment of Reinsurances, or any leases or subleases entered into in connection
with any Project (except to the extent already recorded) or memoranda thereof, including any
instrument of further assurance described in subsection 6.10A, or by reason of its interest in, or
measured by amounts payable under, the Notes, any Collateral Document or any other Loan Document or
the Assignment of Reinsurances, including any instrument of further assurance described in
subsection 6.10A, and shall pay all stamp taxes and other taxes required to be paid on the Notes or
any other Loan Document or the Assignment of Reinsurances, but excluding in the case of each Lender
and the Administrative Agent, Taxes imposed on its income by a jurisdiction under the laws of which
it is organized or in which its principal executive office is located or in which its applicable
lender office for funding or booking its Loans hereunder is located. If Borrower fails to make or
cause to be made any of the payments described in the preceding sentence within 15 days after
notice thereof from the Administrative Agent (or such shorter period as is necessary to protect the
loss of or diminution in value of any Collateral by reason of tax foreclosure or otherwise, as
determined by the Administrative Agent, in its sole discretion) accompanied by documentation
verifying the nature and amount of such payments, the Administrative Agent may (but shall not be
obligated to) pay the amount due and the Borrower shall reimburse all amounts in accordance with
the terms hereof.



     C. Further Security Upon Project Progress. In addition to all other requirements of
this subsection 6.10, the Company shall, and shall cause the other Loan Parties to, (i) cause,
without further request of any Agent, each Cotai Strip Excluded Subsidiary to execute concurrently
with its designation as a Restricted Subsidiary (1) a Mortgage covering any Site or Project in
which it has an interest, (2) a Land Security Assignment granting the Collateral Agent a first
priority security interest over its interest in any Land Concession Contract, and (3) a Land



143









 







Concession Consent agreement with the government of Macau SAR permitting such Lien to exist
and containing such other terms as the Administrative Agent may reasonably require, and subject to
subsection 6.8B, deliver to each contract counterparty a notice of the security interest being
granted in the applicable contract(s) or lease(s); (ii) with respect to any space within a Project
associated with any casino referred to under Article 42 of the Gaming Sub-concession Contract,
create a horizontal property consistent with the Plans and Specifications for the applicable
Project (as such Plans and Specifications may be modified in accordance with the terms of the Loan
Documents) and cause ownership of such horizontal property to be transferred to the Company as soon
as reasonably practicable; (iii) promptly upon the transfer by the Cotai Subsidiary to the Company
of the horizontal property associated with any gaming area and/or casino associated with the Four
Seasons Macao Overall Project or the Venetian Macao Overall Project, grant to the Collateral Agent,
for the benefit of the Secured Parties, a collateral assignment of the Company’s rights in the
Venetian Macao Land Concession Contract that were acquired by the Company as the result of the
Company’s acquisition of such horizontal property, such collateral assignment to be in form and
substance reasonably satisfactory to the Administrative Agent (provided that the obligations
referred to in this section shall be deemed satisfied if such collateral assignment is included in
the Land Security Assignment executed by the Company on the Closing Date); (iv) carry out as soon
as reasonably practicable definitive registration with the Macau Real Estate Registry in respect of
each land grant under any Land Concession Contract and each horizontal property designated as a
casino or gaming area by the Macau Gaming Authority on any Site in which the Company or any other
Loan Party has an interest upon the issuance of an Occupation Certificate for the related Project,
and cause the publication of such registration in the Official Bulletin, and (v) upon provisional
registration with the Macau Real Estate Registry becoming possible with respect to any Property
(including any horizontal property), (1) effect such registration promptly, (2) within 30 days
following the date of such registration execute and deliver (or cause the applicable Loan Party to
deliver) a Mortgage (such Mortgage to be recorded in the real property records of Macau SAR or the
appropriate jurisdiction and authorized by Macau SAR, or the other appropriate jurisdiction if
necessary), pursuant to which the Lenders are granted a Lien on such Property subject only to
Permitted Liens, and (3) with respect to such provisional registration of any Property granted
under the Venetian Macao Land Concession Contract, if the Sands Macao Land Concession Consent is
not already effective by its terms to govern such Property, an acknowledgment, in form and
substance reasonably satisfactory to the Administrative Agent, from each of the Cotai Subsidiary,
the Company and Macau SAR that such Property is governed by the Sands Macao Land Concession
Consent.



     D. Final Registration. The Company shall use its commercially reasonable efforts to
cause an Occupation Certificate to be issued for the Sands Macao Casino and to cause the
registration of the Sands Macao Land Concession to become “definitive” as soon as reasonably
practicable, notwithstanding the ongoing construction work being completed in respect of the Sands
Macao Podium Expansion Project. The Company shall use its commercially reasonable efforts (it
being understood that the realization of such efforts may require the cooperation of the developer
of any applicable Other Resort Project), at all times after the provisional registration of any
property of any Loan Party (or, in the case of any Casino Operation Project, if earlier, upon any
Investment being made pursuant to Section 7.3 in an Excluded Subsidiary developing the related
Other Resort Project, or any Casino Operation Land Concession Contract being entered into
pertaining to the Site to which such Casino Operation Project relates), to cause an



144









 







Occupation Certificate to be issued regarding such Property, and to cause such registration to
become “definitive”, as soon as practicable.



     E. Gaming Area Classification. The Company shall use its commercially reasonable
efforts to obtain from the Macau Gaming Authority, as soon as reasonably practicable, evidence
reasonably satisfactory to the Administrative Agent and the Co-Syndication Agents that each area
within any Project where gaming activities are anticipated to be conducted shall be designated as a
“gaming area” and that no space shall be designated as a “casino” at or within any Project (other
than the specified gaming area within the Venetian Macao Casino Project as set forth on the Plans
and Specifications for such Project) for purposes of the Macau SAR’s reversion/reclamation rights
under the Gaming Sub-Concession Contract.



     F. Subdivision. As promptly as possible upon obtaining any Land Concession Contract
therefor, the “air parcel” or other Property comprising any casino or gaming area shall be properly
subdivided from any other Property such that each such “air parcel” or other Property comprising
any casino or gaming area may be separately mortgaged, conveyed and otherwise dealt with as a
separate legal lot or parcel. Each of the Company and the Borrower acknowledges that this
Agreement contemplates the creation of one or more separate legal parcels for such casinos and
gaming areas.



     G. Costs of Defending and Upholding the Lien. The Administrative Agent or the
Collateral Agent may, upon at least five days’ prior notice to the Borrower, (i) appear in and
defend any action or proceeding, in the name and on behalf of the Administrative Agent, the
Collateral Agent or the Lenders in which the Administrative Agent, the Collateral Agent or any
Lender is named or which the Administrative Agent in its sole discretion determines is reasonably
likely to materially adversely affect any Collateral, any Collateral Document, the Lien thereof or
any other Loan Document and (ii) institute any action or proceeding which the Administrative Agent
or the Collateral Agent reasonably determines should be instituted to protect the interest or
rights of the Collateral Agent and the Lenders in any Collateral or under any Loan Document. The
Borrower agrees that all reasonable costs and expenses expended or otherwise incurred pursuant to
this subsection (including reasonable attorneys’ fees and disbursements) by the Administrative
Agent or the Collateral Agent shall be paid by the Borrower or reimbursed to the Administrative
Agent or the Collateral Agent, as the case may be, promptly after demand.



     H. Costs of Enforcement. The Borrower agrees to bear and shall pay or reimburse the
Administrative Agent, the Collateral Agent and the Lenders in accordance with the terms of
subsection 10.2 for all sums, costs and expenses incurred by the Administrative Agent or the
Collateral Agent and the Lenders (including reasonable attorneys’ fees and the expenses and fees of
any receiver or similar official) of or incidental to the collection of any of the Obligations, any
foreclosure (or transfer in lieu of foreclosure) of this Agreement, any Collateral Document or any
other Loan Document or the Assignment of Reinsurances or any sale of all or any portion of the
Collateral.



     I. Acknowledgements of Security. To the extent any acknowledgements referred to in
subsection 4.1I(vii) are not obtained on or before the Closing Date the Company shall use



145









 







commercially reasonable efforts to procure such acknowledgements and deliver same to the
Collateral Agent as promptly as reasonably practicable following the Closing Date.



     6.11 Future Subsidiaries or Restricted Subsidiaries.



     A. Execution of Guaranty and Collateral Documents. In the event that on or after the
Closing Date any Person becomes a Subsidiary of the Company, the Company will promptly notify
Administrative Agent of that fact (provided that if such Person is a Subsidiary of an
Excluded Subsidiary, then the Company is required to notify the Administrative Agent of such fact
as follows: (a) if such fact occurs during any of the first three calendar quarters of any given
year, within 45 days of the close of the calendar quarter during which such fact occurs; or (b) if
such fact occurs during the last calendar quarter of any given year, within 90 days of the close of
such calendar quarter), and (i) in such event (provided such Subsidiary is not an Excluded
Subsidiary) or (ii) in the event that any Excluded Subsidiary becomes a Restricted Subsidiary
pursuant to subsection 6.11C, the Company will cause such Restricted Subsidiary, promptly upon such
designation (a) to execute and deliver to the Collateral Agent a supplement to the Guaranty, the
Security Agreement, the Livrancas, and the Livranca Side Letter, (b) to execute and deliver to the
Collateral Agent an Assignment of Rights, a Macau Collateral Account Agreement, an Assignment of
Insurances, a Pledge Over Intellectual Property Rights (if such Person is organized under the laws
of Macau SAR) and a Power of Attorney, and if such new Restricted Subsidiary has any interests in
real property, a Mortgage, in each case, filed with the Macau Gaming Authority, notarized, stamped
and in appropriate form for filing with the government of Macau SAR if applicable, (c) to deliver
an Assignment of Reinsurances from each insurer of such Person, (d) execute and deliver to the
Disbursement Agent a joinder to the Disbursement Agent, and (e) to take all such further actions
and execute all such further documents and instruments as may be necessary or, in the reasonable
opinion of the Administrative Agent, desirable to create in favor of the Collateral Agent, for the
benefit of the Secured Parties, a valid and perfected First Priority Lien on all of the assets of
such Restricted Subsidiary which constitute Collateral.



     B. Subsidiary Charter Documents, Legal Opinions, Etc. In the case of any new
Restricted Subsidiary being acquired, formed, or designated pursuant to subsection 6.11A, the
Company shall deliver to the Administrative Agent, together with such Loan Documents, (i) certified
copies of such new Restricted Subsidiary’s Organizational Documents, together with a good standing
certificate or foreign law equivalent, if any, from the jurisdiction of its incorporation or
formation (as applicable) and, to the extent generally available, a certificate or other evidence
of good standing as to payment of any applicable franchise or similar taxes from the appropriate
taxing authority of such jurisdiction, or, in the case of each Macau corporation, a commercial
certificate issued by each of the Companies Register Bureau of Macau SAR. The Court of Macau SAR
and the Tax Department of Macau SAR (together with an English translation) confirming that such
Person exists and is operating and that no bankruptcy or other proceedings customarily covered by
such certificate have been filed against such Person, each to be dated a recent date prior to their
delivery to the Administrative Agent, (ii) a copy of such new Restricted Subsidiary’s Bylaws or
limited liability company agreement, as applicable, (or, in the case of a Macau entity, Usufruct
Agreement) certified by its corporate secretary or an assistant secretary (or their equivalent) as
of a recent date prior to their delivery to the Administrative Agent, (iii) a certificate executed
by the secretary or an assistant secretary of such new Restricted



146









 







Subsidiary as to (a) the fact that the attached resolutions of the Board of Directors or
managing member of such new Restricted Subsidiary approving and authorizing the execution, delivery
and performance of such Loan Documents are in full force and effect and have not been modified or
amended and (b) the incumbency and signatures of the officers of such new Restricted Subsidiary
executing such Loan Documents, and (iv) an opinion of counsel to such new Restricted Subsidiary, in
form and substance reasonably satisfactory to the Administrative Agent and its counsel, as to (a)
the due organization and, to the extent available, good standing of such new Restricted Subsidiary,
(b) the due authorization, execution and delivery by such new Restricted Subsidiary of such Loan
Documents, (c) the enforceability of such Loan Documents against such new Restricted Subsidiary,
(d) such other matters (including matters relating to the creation and perfection of Liens in any
Collateral pursuant to such Loan Documents) as the Administrative Agent may reasonably request, all
of the foregoing to be reasonably satisfactory in form and substance to the Administrative Agent
and its counsel.



     C. Designation of Excluded Subsidiaries as Restricted Subsidiaries. The Company may
designate (by providing written notice of such designation to the Administrative Agent) any
Excluded Subsidiary (including any Cotai Strip Excluded Subsidiary or Additional Development
Excluded Subsidiaries) to be a Restricted Subsidiary under this Agreement; provided that
(i) no Potential Event of Default or Event of Default has occurred or would occur as a result of
such designation, (ii) all requirements of subsections 6.10C, 6.11A and 6.11B are met, (iii) the
requirement of Section 4.5 of the Disbursement Agreement would be satisfied after giving effect to
such designation, (iv) such designation could not reasonably be expected to cause a Material
Adverse Effect to occur, (v) prior to such designation, the Administrative Agent has been afforded
a reasonable opportunity to review (a) any shareholder agreements or similar instruments relating
to such Excluded Subsidiary (in the event such Excluded Subsidiary is not wholly-owned) and is
reasonably satisfied with the rights held by any minority shareholder therein, and (b) any
management agreements or similar arrangements relating to such Excluded Subsidiary (and the
Excluded Casino Hotel Resort it owns, if applicable) and related non-disturbance agreements with
the hotel management company party thereto, and is reasonably satisfied with the terms of such
arrangements (the Administrative Agent hereby agreeing that it will execute and deliver such
satisfactory non-disturbance agreements), including that such agreements shall be in full force and
effect with no material defaults thereunder, (vi) there shall be no Liens on any assets of such
Excluded Subsidiary that would not constitute Permitted Liens upon its designation as a Restricted
Subsidiary, and (vii) such Excluded Subsidiary shall have no Indebtedness as of the date of such
designation other than such Indebtedness as would be permitted pursuant to the terms hereof.



     6.12 FF&E.



     A. Deposit Reimbursements. No later than the tenth Business Day following the date of
receipt by the Borrower of any proceeds from loans under the relevant FF&E Facility in respect of
Specified FF&E for which the Lenders have made an FF&E Deposit Loan, the Borrower will cause an
amount of such proceeds equivalent to the principal amount of such FF&E Deposit Loan to be
deposited into the Term Loan Disbursement Account.



     B. Timely FF&E Drawings. The Borrower covenants and agrees to use commercially
reasonable efforts to make draws from time to time on the relevant FF&E Facility



147









 







as soon as reasonably practicable thereunder to purchase, finance or refinance any Specified
FF&E for which the Borrower has made FF&E Deposit Loans. The Borrower further agrees that prior to
repaying an FF&E Deposit Loan, it will use commercially reasonable efforts to maintain the
eligibility of the Specified FF&E for which the Borrower has made FF&E Deposit Loans as collateral
under the relevant FF&E Facility, if any.



     6.13 Interest Rate Protection.



     No later than 120 days following the Closing Date the Borrower shall enter into one or more
Rate/FX Protection Agreements for a term of not less than the lesser of (a) three years or (b) the
remaining life to maturity of the Term B Funded Loans, and otherwise in form and substance
reasonably satisfactory to the Co-Syndication Agents and the Administrative Agent, with respect to
a notional amount of Indebtedness such that not less than 50% of the total Indebtedness of the Loan
Parties outstanding at any time shall be either (i) subject to such interest rate protection
agreements for a period of not less than three years, or if shorter, the remaining term of the
Loans, or (ii) fixed rate Indebtedness.



     6.14 Actions Regarding Cotai Strip Excluded Subsidiaries and Additional Development
Excluded Subsidiaries.



     A. Excluded Bank Accounts. The Company shall promptly deposit all revenue (net of
On-Site Cash related to such Excluded Casino) associated with the operation of the Excluded Casinos
in the Excluded Bank Accounts and the applicable Cotai Strip Excluded Subsidiary or Additional
Development Excluded Subsidiary, as the case may be, will not have any access to or rights with
respect to such revenue (nor any of the proceeds maintained in the Excluded Bank Accounts) other
than pursuant to the next sentence. The Company shall be permitted, within 5 Business Days
following the end of any calendar month, to release all amounts on deposit in the Excluded Bank
Accounts to the applicable Cotai Strip Excluded Subsidiary or Additional Development Excluded
Subsidiary, as the case may be; provided that at such time, the Company shall have received
full reimbursement for all operating and other expenses and liabilities (including associated
gaming taxes) paid by the Loan Parties prior to the date of such release pursuant to subsection
6.14B and not paid with funds in the Excluded Bank Accounts.



     B. Operating Expenses. Except as set forth in the following sentence, all expenses and
other costs in respect of the ownership, operation and maintenance of the Excluded Casinos shall be
paid, to the extent permitted by applicable law, by the Cotai Strip Excluded Subsidiary or
Additional Development Excluded Subsidiary, as the case may be, that owns the associated Excluded
Casino Hotel Resort or Additional Development (or another Person that is not a Loan Party on their
behalf) and, if operating costs and expenses are required by applicable law to be paid by a Loan
Party, shall be paid solely from the Excluded Bank Accounts. To the extent that the proceeds in
the applicable Excluded Bank Accounts are insufficient to fund such operating costs and expenses
then due and payable, the Loan Parties shall (a) cause the applicable Cotai Strip Excluded
Subsidiary or Additional Development Excluded Subsidiary, as the case may be (or another Person
that is not a Loan Party on their behalf) to promptly make deposits into the Excluded Bank Accounts
sufficient to cover all such costs and expenses, and/or (b) be deemed to have utilized capacity to
make Investments pursuant to an applicable clause of subsection 7.3 to the extent of such costs and
expenses (and the Company shall be permitted to make such



148









 







Investments), and/or (c) apply funds up to an amount of no more than $5,000,000 at any one
time unreimbursed, from other sources to pay such costs and expenses, and in the case of clause (c)
promptly deliver a notice of such payment to the applicable Cotai Strip Excluded Subsidiary or
Additional Development Excluded Subsidiary, as the case may be, requesting immediate reimbursement
to the Loan Parties in an amount equal to any such expenses and costs paid, no later than 10 days
after the receipt of such notice by such Cotai Strip Excluded Subsidiary or Additional Development
Excluded Subsidiary, as the case may be; provided that this reimbursement requirement will
be deemed satisfied if an equal amount is deposited, within such 10 day period, into the applicable
Excluded Bank Account by any other Excluded Subsidiary, the Parent, or any Affiliate of the Parent
other than a Loan Party or any other Person on an Excluded Subsidiary’s behalf.



     C. Only Permitted Arrangements. Subject to the next sentence, at any time prior to
the designation, pursuant to subsection 6.11C, of a Cotai Strip Excluded Subsidiary or Additional
Development Excluded Subsidiary, as the case may be, as a Restricted Subsidiary, no Loan Party will
(other than as permitted by subsection 7.3 and/or 7.17B(ii)) incur any liabilities or obligations
(or enter into any contractual arrangements giving rise thereto) in respect of such Cotai Strip
Excluded Subsidiary or Additional Development Excluded Subsidiary, as the case may be, and such
Cotai Strip Excluded Subsidiary or Additional Development Excluded Subsidiary, as the case may be,
shall not incur any liabilities or obligations (or enter into any contractual arrangements giving
rise thereto) in respect of the Excluded Casino Interests or on behalf of any Loan Party, other
than de minimis obligations and duties implied at law; provided that the sharing of
services among Loan Parties and Cotai Strip Excluded Subsidiaries and/or Additional Development
Excluded Subsidiaries pursuant to agreements permitted pursuant to subsection 7.10(xx) shall be
permitted hereunder. Notwithstanding anything in this Agreement to the contrary, the Loan Parties
shall assume no liabilities (other than as permitted by the proviso to the preceding sentence,
subsection 7.3 and/or subsection 7.17B(ii)) in respect of any Excluded Casino Hotel Resorts or
Additional Development until the related Cotai Strip Excluded Subsidiary or Additional Development
Excluded Subsidiary, as the case may be, becomes a Loan Party, other than in respect of Excluded
Casinos and Excluded Casino Interests (i) to the extent required by Legal Requirements of Macau SAR
and the Gaming Sub-Concession Contract and (ii) following the receipt by the Administrative Agent
of reasonably satisfactory documentation evidencing indemnification obligations from the applicable
Cotai Strip Excluded Subsidiary or Additional Development Excluded Subsidiary, as the case may be,
of the Loan Parties for any and all losses, costs, expenses and liabilities they may incur as a
result of such assumption.



     6.15 Intercompany Contribution Agreement. Each Loan Party other than the Immaterial
Subsidiaries shall be a party to the Intercompany Contribution Agreement. Each Loan Party party to
the Intercompany Contribution Agreement shall make contributions to the equity of the Borrower and
any other Loan Party as and when required pursuant to the terms of the Intercompany Contribution
Agreement.



     6.16 Four Seasons Budget. Within 6 months after the Closing Date, the Company shall deliver to
the Disbursement Agent,
the Administrative Agent, the Co-Syndication Agents and the Construction Consultant the Primary
Project Budget with respect to the Four Seasons Macao Overall Project, substantially in the form of
Exhibit H to the Disbursement Agreement,



149









 







the Primary Project Schedule with respect to the Four
Seasons Macao Overall Project substantially in the form of Exhibit I to the Disbursement Agreement,
and the Primary Project Plan for the Four Seasons Macao Overall Project, in each case which shall
be reasonably satisfactory to the Administrative Agent and the Construction Consultant, it being
understood that each such delivery may be based upon reasonable assumptions made by the Company in
good faith with respect to Construction Contracts anticipated to be executed but not yet entered
into, and may be subject to revision if and when any such assumptions are required to be revised;
provided that the Company promptly redelivers each affected item delivered pursuant to this
subsection 6.16 upon any such revision.



     6.17 Deposits of Revenues and Other Amounts.



     The Company shall promptly deposit into an Operating Account upon receipt thereof: (a) all
operating revenues received (other than amounts associated with the operation of the Excluded
Casinos required to be deposited into Excluded Bank Accounts and On-Site Cash) unless required by
Section 5.5.2 of the Disbursement Agreement to deposit such revenue in the Company Equity Account,
(b) all Net Loss Proceeds received until such time as such Net Loss Proceeds are applied as
required by subsection 2.4B(iii)(b), unless required by subsection 6.4C to be deposited in the Term
Loan Disbursement Account, (c) all Net Termination Proceeds received until such time as such Net
Termination Proceeds are applied as required by subsection 2.4B(iii)(c), (d) all Net Asset Sale
Proceeds received until such time as such Net Asset Sale Proceeds are applied as required by
subsection 2.4B(iii)(a), unless required by Section 2.3.1(a) of the Disbursement Agreement to be
deposited in the Asset Sales Proceeds Sub-Account or by Section 2.3.8 of the Disbursement Agreement
to be deposited in the Sales Deposit Account, and (e) all Completion Proceeds received pursuant to
subsection 2.4B(iii)(f)(2).



     Section 7. Borrower’s Negative Covenants.



     The Company and the Borrower covenant and agree with each Lender and each Agent that until the
Termination Date, the Company and the Borrower shall (and shall cause the other Loan Parties to)
perform all of the covenants set forth in this Section 7.



     7.1 Indebtedness.



     The Company and the Borrower shall not, and shall not permit any other Loan Party to, directly
or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or
indirectly liable with respect to, any Indebtedness, except Indebtedness referred to below,
provided that in the case of the incurrence or assumption of any Indebtedness pursuant to
clauses (i), (iii), (iv), (x), (xv), (xvi) and (xviii): (A) immediately after such incurrence of
Indebtedness, the In-Balance Requirement is satisfied and the Loan Parties are in pro forma
compliance with the covenants set forth in Section 7.6A and 7.6B (to the extent then applicable)
and (B) at any time on or after the occurrence of the Leverage Action Date but prior to the
Venetian Macao Completion Date, immediately after giving effect to such incurrence, the
Consolidated Leverage Ratio is no greater than 3.0 to 1.0, provided that the failure to
satisfy the provisions of this clause (B) shall not prohibit incurrences of Indebtedness (x) in
respect of the Revolving Credit
Facility and pursuant to clause (xvi) in an aggregate principal amount not to exceed
$400,000,000 and (y) under clause (xiii) below):



150









 






     (i) Indebtedness in respect of the Obligations;




     (ii) Indebtedness existing on the Closing Date and set forth on Schedule 7.1;




     (iii) Permitted Unsecured Indebtedness up to an aggregate principal amount outstanding
of (a) at any time prior to the date on which the Venetian Macao Completion Date occurs,
$50,000,000 and (b) thereafter, $100,000,000; provided that in the case of clause
(b), if the Consolidated Leverage Ratio is less than 3.0 to 1.0 after giving effect to each
such incurrence of Permitted Unsecured Indebtedness, such Permitted Unsecured Indebtedness
shall be unlimited in amount;




     (iv) the incurrence by any Loan Party, at any time after the Venetian Macao Completion
Date, of Permitted Unsecured Indebtedness up to an aggregate principal amount outstanding at
any time for all Loan Parties of $50,000,000; provided that the Borrower or such
Guarantor uses the proceeds of such Indebtedness to finance Investments permitted hereunder
in Excluded Subsidiaries;




     (v) Contingent Obligations permitted by subsection 7.4 and upon any matured obligations
actually arising pursuant thereto, the Indebtedness corresponding to the Contingent
Obligations so extinguished;




     (vi) Indebtedness owed to any Loan Party; provided that all such intercompany
Indebtedness shall be subordinated in right of payment to the payment in full of the
Obligations pursuant to the terms of a promissory note in form and substance reasonably
satisfactory to the Administrative Agent and an intercompany subordination agreement in form
and substance reasonably satisfactory to the Collateral Agent;




     (vii) Indebtedness owed by any Loan Party to another Loan Party constituting an
Investment permitted under subsection 7.3; provided such Indebtedness is evidenced by a
promissory note in form and substance reasonably satisfactory to the Administrative Agent
and an intercompany subordination agreement in form and substance reasonably satisfactory to
the Collateral Agent;




     (viii) Shareholder Subordinated Indebtedness (including any such Indebtedness incurred
for purposes of contributing to Consolidated Adjusted EBITDA as contemplated by the
definition of Consolidated Adjusted EBITDA);




     (ix) to the extent that such incurrence does not result in the incurrence by any Loan
Party of any obligation for the payment of borrowed money of others, Indebtedness of a Loan
Party incurred solely in respect of (x) performance bonds, completion guarantees, standby
letters of credit or bankers’ acceptances, letters of credit in order to provide security
for workers’ compensation claims, payment obligations in connection with self insurance or
similar requirements, surety and similar bonds and statutory claims of lessors, licensees,
contractors, franchisees or customers, and (y) bonds securing the performance of judgments
or a stay of process in proceedings to enforce a contested
liability or in connection with any order or decree in any legal proceeding;
provided that such Indebtedness described in clause (x) was incurred in the ordinary
course of business of the Loan Parties and all such Indebtedness pursuant to this subsection
7.1(ix) does not




151










 








exceed in an aggregate principal amount outstanding under this clause at any one
time $125,000,000;




     (x) with regard to any Other Resort Project (and provided that the Company
shall not have utilized the provisions of subsection 7.3(xix) with respect to the casino
“shell” associated with such Other Resort Project), the incurrence by the Company, at any
time after the Venetian Macao Completion Date, of Permitted Unsecured Indebtedness in
connection with the acquisition by the Company of such casino “shell” and related
infrastructure (in lieu of cash reimbursement of costs or other cash payments to the sellers
or developers as consideration for such “shell” and related infrastructure) in favor of the
seller or developer of such acquired property in an aggregate amount not to exceed
$50,000,000 for each such casino “shell” and related infrastructure;




     (xi) the incurrence by any Loan Party, at any time after the Venetian Macao Completion
Date, of Indebtedness (which may include Capital Lease obligations, mortgage financings or
purchase money obligations), in each case incurred for the purpose of financing or
refinancing all or any part of the purchase price or cost of construction, installation
and/or improvement of property, plant or equipment used in the business of the Loan Parties
or the construction, installation, purchase or lease of real or personal property or
equipment (including Specified FF&E) (including any refinancings thereof), in an aggregate
principal amount not to exceed, at any time outstanding, $50,000,000 plus any Refinancing
Fees;




     (xii) Indebtedness arising from any agreement entered into by any Loan Party providing
for indemnification, purchase price adjustment or similar obligations, in each case,
incurred or assumed in connection with an Asset Sale;




     (xiii) to the extent constituting Indebtedness, the contractual payments required to be
made from time to time to Macau SAR under the Land Concession Contracts and the Gaming
Sub-Concession Contract and Indebtedness associated with any guarantees of such payments;
provided that either the Administrative Agent or the Co-Syndication Agents have
approved any such Land Concession Contracts and documents evidencing such guarantees,
including the amounts payable thereunder (such approval not to be unreasonably withheld) as
contemplated by the provisions hereof and of the Disbursement Agreement;




     (xiv) to the extent it constitutes Indebtedness, obligations under Hedging Agreements
that are incurred (a) with respect to any Indebtedness that is permitted by the terms of
this Agreement to be outstanding, (b) for the purpose of fixing or hedging currency exchange
rate risk with respect to any currency exchanges and not for speculative purposes, or (c)
for the purpose of fixing or hedging commodities risk in connection with commodities to
which a Loan Party has actual exposure in connection with Project Costs and not for
speculative purposes;




     (xv) the incurrence by any Loan Party, at any time after the Venetian Macao Completion
Date, of Permitted Subordinated Indebtedness;



152









 






     (xvi) Indebtedness represented by FF&E Facilities entered into pursuant to the terms
hereof, which may include HVAC-related Indebtedness (and Contingent Obligations in respect
thereof) in an aggregate principal amount not to exceed $350,000,000 at any time outstanding
(plus any Refinancing Fees), reduced by any permanent repayments of principal made thereon
(except in connection with a refinancing thereof);




     (xvii) Indebtedness consisting of obligations permitted pursuant to subsection
7.17B(ii); and




     (xviii) the incurrence by any Loan Party of other Indebtedness comprising (a) Permitted
Unsecured Indebtedness, (b) Indebtedness of a type permitted pursuant to subsection 7.1(xi)
(but in addition to the dollar limitations in such subsection), or (c) Indebtedness of a
type permitted pursuant to clause 7.1(xvi) (but in addition to the dollar limitations in
such subsection), up to an aggregate principal amount outstanding at any time for all Loan
Parties of $50,000,000.



     7.2 Liens and Related Matters.



     A. Prohibition on Liens. The Company and the Borrower shall not, and shall not permit
any other Loan Party to, directly or indirectly, create, incur, assume or permit to exist any Lien
on or with respect to any property or asset of any kind (including any document or instrument in
respect of goods or accounts receivable) of the Company, the Borrower or such Loan Party, whether
now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing
of, or permit to remain in effect, any financing statement or other similar notice of any Lien with
respect to any such property, asset, income or profits under the Uniform Commercial Code of any
state or under any similar recording or notice statute under any local or foreign law, except
Permitted Liens.



     B. Equitable Lien in Favor of Lenders. If a Loan Party shall create or assume any
Lien upon any of its properties or assets, whether now owned or hereafter acquired, other than
Permitted Liens, such Loan Party shall make or cause to be made effective provision whereby the
Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness
secured thereby as long as any such Indebtedness shall be so secured; provided that,
notwithstanding the foregoing, this covenant shall not be construed as a consent by Requisite
Lenders to the creation or assumption of any such Lien which is not a Permitted Lien.



     C. No Further Negative Pledges. Except with respect to specific property encumbered
to secure payment of particular permitted Indebtedness or leases or to be sold pursuant to an
executed agreement with respect to an Asset Sale, no Loan Party shall enter into any agreement
prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether
now owned or hereafter acquired other than (i) as provided herein or in the other Loan Documents,
(ii) as provided in an FF&E Facility and the guarantees and collateral documents relating thereto,
(iii) as contained in the Gaming Concession Contract, the Gaming Concession Consent, any Land
Concession Consent, or as otherwise required by applicable law or any applicable rule or order of
Macau SAR or the Macau Gaming Authority, (iv) in any Non-Recourse Financing regarding an Excluded
Casino Interest or (v) as set forth in any agreement



153









 







relating to Indebtedness permitted to be secured by a Permitted Lien pursuant to clause (xxi)
of the definition thereof.



     D. No Restrictions on Subsidiary Distributions and Investments. The Company and the
Borrower will not, and will not permit any other Loan Party to, create or otherwise cause or suffer
to exist or become effective any consensual encumbrance or restriction of any kind on the ability
of any Restricted Subsidiary to (i) pay dividends or make any other distributions on any of their
Restricted Subsidiaries’ capital stock owned by a Loan Party, (ii) repay or prepay any Indebtedness
owed by such Restricted Subsidiary to any other Loan Party, (iii) make loans or advances to, or
investments in, any Loan Party, or (iv) transfer any of its property or assets to the Borrower or
the Company, other than in each case (a) as provided herein or in the other Loan Documents, (b) as
provided in any FF&E Facility and any related collateral documents and guarantees, or in any
agreement relating to Permitted Subordinated Indebtedness, or in any intercompany subordination
agreement or Indebtedness permitted to be incurred pursuant to subsection 7.1(iii) or (xi), (c) by
reason of customary non-assignment provisions in leases entered into the ordinary course of
business and consistent with past practices and any leases permitted hereunder, (d) purchase money
obligations for property or Capital Lease obligations for property or equipment, including
Specified FF&E, acquired or leased in the ordinary course of business that impose restrictions of
the nature set forth in clause (iv) above on the property so acquired, (e) provisions with respect
to the disposition or distribution of assets or property in joint venture agreements and other
similar agreements relating to the assets or property of such Joint Ventures or covered by such
joint venture agreements, (f) restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of business, (g) customary
restrictions imposed by asset sale or stock purchase agreements relating to a permitted Asset Sale
or other sale of assets by any Loan Party, (h) with respect to restrictions of the type set forth
in clause (iv) above, as set forth in any agreement relating to Indebtedness permitted to be
secured by Permitted Liens other than Indebtedness permitted to be incurred pursuant to subsections
7.1 (vi) or (vii) so long as such restrictions only extend to the assets secured by such Permitted
Liens, (i) any encumbrances or restrictions imposed by any amendments, modifications, restatements,
renewals, increases, supplements, extensions, refundings, replacements or refinancings in whole or
in part of the contracts, instruments or obligations referred to in clauses (a) through (h) above
(provided, that such amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings are, in the good faith judgment of the
Company’s management, no more restrictive with respect to such dividend and other payments
restrictions than those contained in the dividend or other payment restrictions prior to such
amendment, modification, restatement, renewal, increase, supplement, extension, refunding,
replacement or refinancing), or (j) as contained in the Gaming Concession Contract or as otherwise
required by any Legal Requirement of Macau SAR or any Gaming Authority.



     7.3 Investments; Joint Ventures; Formation of Subsidiaries.



     The Company and the Borrower shall not, and shall not permit any other Loan Party to, directly
or indirectly, make or own any Investment in any Person, including any Joint Venture, or otherwise
form or create any Restricted Subsidiary, other than as set forth in this Section 7.3,
provided that, with respect to Investments to be made in accordance with clauses (vii),
(viii), (ix) (other than with respect to Consolidated Capital Expenditures of the Loan Parties
required to be



154









 







made pursuant to requirements of Macau SAR or any contractual obligation of a Loan Party, as
and when such payments are due or for necessary repairs and maintenance with respect to assets of
the Loan Parties in the ordinary course of business), (x), (xi), (xiv), (xvii), (xviii), (xix) and
(xx) below, immediately after giving effect to the making of such Investment or formation or
creation, the requirement of Section 4.5 of the Disbursement Agreement is satisfied:




     (i) the Loan Parties may make and own Investments in Cash Equivalents; provided
that proceeds of the Loans (other than Local Term Loans) may not in any case be invested in
Cash Equivalents denominated in any currency other than Dollars and/or HK Dollars;




     (ii) Investments existing on the Closing Date and described in Schedule 7.3;




     (iii) Investments (including the formation or creation of a Subsidiary) by any Loan
Party in any other Loan Party;




     (iv) any Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to and in compliance with this Agreement;




     (v) receivables owing to the Company or any other Loan Party if created or acquired in
the ordinary course of business and payable or dischargeable in accordance with customary
trade terms; provided, however, that such trade terms may include such
concessionary trade terms as the Company or such Loan Party deems reasonable under the
circumstances;




     (vi) payroll, travel and similar advances to cover matters that are expected at the
time of such advances ultimately to be treated as expenses for accounting purposes and that
are made in the ordinary course of business, provided that any such advances in
respect of an Excluded Casino shall only be permitted if made from an Excluded Bank Account;




     (vii) the Loan Parties may invest in any Excluded Subsidiary, Joint Venture or Supplier
Joint Venture any cash or other property contributed to the Loan Parties either (x) in
exchange for common equity of the Company issued to the Company’s direct or indirect parent,
or (y) in the form of Shareholder Subordinated Indebtedness by Adelson or any of his
Affiliates or Related Parties, in each case for such purpose;




     (viii) so long as no Potential Event of Default or Event of Default shall have occurred
and be continuing, Investments in Cotai Strip Excluded Subsidiaries, the proceeds of which
Investments are used by such Cotai Strip Excluded Subsidiary, to develop and construct
Excluded Casino Hotel Resorts (a “Cotai Strip Investment”) in an aggregate amount not to
exceed the sum of (a) $500,000,000 (less the amount, if any, disbursed under Section 3.6 of
the Disbursement Agreement in excess of $450,000,000) and (b) the aggregate amount of
net-after-tax cash dividends received by any Loan Party from such Cotai Strip Excluded
Subsidiary (other than the dividends received by the Loan Parties to pay obligations of or
related to the Cotai Strip Excluded Subsidiaries or the Excluded Casinos (including for the
payment of income taxes payable in respect of



155









 







the income of such Cotai Strip Excluded Subsidiaries or Excluded Casinos)), the
proceeds of which have been deposited into the Term Loan Disbursement Account;




     (ix) the Loan Parties may make Consolidated Capital Expenditures permitted by
subsection 7.14;




     (x) at any time after the Venetian Macao Completion Date and so long as no Potential
Event of Default or Event of Default shall have occurred and be continuing, the Loan Parties
may make cash Investments in Excluded Subsidiaries or Joint Ventures consisting of (a) Cash
and Cash Equivalents of up to $100,000,000 in the aggregate and (b) guarantees of up to
$200,000,000 in the aggregate of Indebtedness of, or performance by, any Excluded
Subsidiaries or Joint Ventures, provided that the Consolidated Leverage Ratio is
less than 3.0 to 1.0 after giving effect to each such Investment; provided
further that notwithstanding the foregoing, the Loan Parties may not make
Investments in Joint Ventures pursuant to this clause (x) in excess of $50,000,000 in the
aggregate;




     (xi) the Loan Parties may make Investments in Excluded Subsidiaries or Joint Ventures,
not to exceed (a) $25,000,000 in the aggregate prior to the Venetian Macao Completion Date
and (b) $50,000,000 in the aggregate (including Investments made pursuant to clause (a)) at
any time on or after the Venetian Macao Completion Date;




     (xii) Investments made by the Company in any Cotai Strip Excluded Subsidiary or
Additional Development Excluded Subsidiary, as the case may be, which result solely from
such Cotai Strip Excluded Subsidiary or Additional Development Excluded Subsidiary, as the
case may be, receiving the Net Casino Cash Flow from an Excluded Bank Account as permitted
pursuant to the terms hereof;




     (xiii) any payment made by the Company or any other Loan Party related to the operation
or maintenance of an Excluded Casino which payment was made by a Loan Party from a source
other than an Excluded Bank Account; provided that either (a) such Loan Party shall
have been reimbursed for such payment within 10 days of such disbursement from sources other
than cash or other assets of a Loan Party or (b) such payment is otherwise permitted under
this Section 7.3 (excluding the provisions of clause (xii) and this clause (xiii));




     (xiv) at any time after the Venetian Macao Completion Date occurs, so long as no
Potential Event of Default shall have occurred or be continuing, and so long as the
Consolidated Leverage Ratio is less than 3.0 to 1.0 after giving effect to each such
Investment, the Loan Parties may make cash Investments in the Excluded Subsidiaries in an
aggregate amount at any time outstanding not to exceed the sum of (1) 50% of (A) the
Consolidated Net Income of the Loan Parties for the period (taken as one accounting period)
from the Closing Date to the end of the Company’s most recently ended Fiscal Quarter for
which internal financial statements are available (or, in the case such Consolidated Net
Income for such period is a deficit, minus 100% of such deficit) less (B) the amount
paid or to be paid in respect of such period pursuant to subsection 7.5(iv)



156









 







to shareholders or members other than the Company, plus (2) without
duplication, 100% of the aggregate net cash proceeds received by the Company since the
Closing Date from capital contributions or the issue or sale of equity Securities (excluding
any such proceeds used for clause (vii) above or clause (xx) below) or debt Securities of
the Company that have been converted into or exchanged for such equity Securities of the
Company (other than equity Securities or such debt Securities of the Company sold to a Loan
Party), plus (3) to the extent not otherwise included in the Loan Parties’
Consolidated Net Income, 100% of the cash dividends or distributions or the amount of cash
principal and interest payments (other than dividends or payments received by the Loan
Parties to pay obligations of or related to the Cotai Strip Excluded Subsidiaries or the
Additional Development Excluded Subsidiaries (including for the payment of income taxes in
respect thereof)) received since the Closing Date by a Loan Party from any Excluded
Subsidiary or in respect of any Joint Venture in which an Investment was made pursuant to
any clause of this subsection 7.3 other than clauses (viii) and (xii), until the entire
amount of the Investment in such Excluded Subsidiary has been received, and 50% of such
amounts thereafter; provided in each case that such cash proceeds have not been
committed or used for any other purpose; provided, further, however,
that in the event that the Loan Parties convert an Excluded Subsidiary to a Restricted
Subsidiary, the Loan Parties may add back to this clause the aggregate amount of any
Investment in such Subsidiary that was an Investment made pursuant to subsection 7.3 (other
than pursuant to clauses (viii) or (xii) above) at the time of such Investment;




     (xv) the Loan Parties may hold investments consisting of securities or other
obligations received in settlement of debt created in the ordinary course of business and
owing to the Loan Parties or in satisfaction of judgments;




     (xvi) the Loan Parties may incur any Indebtedness permitted under subsection 7.1 and
any Contingent Obligation permitted under subsection 7.4 to the extent such Indebtedness or
Contingent Obligation constitutes an Investment;




     (xvii) any Loan Party may make loans or advances to employees or directors or former
employees or directors of any Loan Party in an amount not to exceed $2,000,000 in the
aggregate outstanding at any time;




     (xviii) the Loan Parties may make other Investments, not to exceed (a) $25,000,000 in
the aggregate prior to the Venetian Macao Completion Date and (b) $50,000,000 in the
aggregate (including Investments made pursuant to clause (a)) at any time on or after the
Venetian Macao Completion Date;




     (xix) so long as no Potential Event of Default or Event of Default shall have occurred
and be continuing and subject to the terms of the Disbursement Agreement, with regard to
each of Site 3, Site 7, and Site 8, the Loan Parties may make Investments of up to
$50,000,000 per Site constituting a prepayment for the casino and showroom and/or retail
“shell” referred to below to an Excluded Subsidiary developing the Other Casino Resort to be
located thereon; provided that (a) such Excluded Subsidiary has obtained all permits
and approvals necessary, at the time such Investment is made, from Macau SAR to develop a
casino resort on the applicable Site consistent with the Plans and



157









 







Specifications relevant to the applicable Casino Operation Project to be located within
such Other Casino Resort, and (b) at or prior to the time such Investment is made, such
Excluded Subsidiary has executed an agreement (and a Contract Consent to the collateral
assignment thereof to the Lenders), in form and substance reasonably satisfactory to the
Administrative Agent, to deliver to the Company the casino and showroom and/or retail
“shell” to be developed within such Other Casino Resort upon its completion, prior to an
agreed date certain, for no further consideration and free and clear of all Liens other than
Permitted Liens; and




     (xx) the Loan Parties may make Investments out of the proceeds of the substantially
concurrent sale or issuance of equity Securities of the Company.


Notwithstanding anything to the contrary in this subsection 7.3, any cash Investments in the form
of debt made in any Excluded Subsidiary shall be made in the form of intercompany loans from a Loan
Party to such Excluded Subsidiary evidenced by a promissory note, which shall be pledged to the
Collateral Agent as Collateral for the Obligations.




     7.4 Contingent Obligations.



     The Company and the Borrower shall not, and shall not permit any other Loan Party to, directly
or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:




     (i) any Loan Party may become and remain liable with respect to Contingent Obligations
under Rate/FX Protection Agreements or other Hedging Agreements;




     (ii) the Loan Parties may become and remain liable with respect to Contingent
Obligations (a) for Indebtedness permitted under subsection 7.1 to the extent a Loan Party
is permitted to incur such Indebtedness under subsection 7.1 or (b) for other obligations of
wholly-owned Restricted Subsidiaries;




     (iii) the Loan Parties may become and remain liable for customary indemnities under the
Project Documents;




     (iv) Investments permitted under subsection 7.3 to the extent they constitute
Contingent Obligations;




     (v) the Loan Parties may become liable for Contingent Obligations made on behalf of
Excluded Subsidiaries and Joint Ventures in an amount, when aggregated (without duplication)
with the amount of Investments made in Cash and Cash Equivalents pursuant to subsection
7.3(x)(a) and Contingent Obligations incurred pursuant to this clause, not to exceed
$300,000,000 at any time, so long as both before and after giving effect to the incurrence
of such Contingent Obligation, no Potential Event of Default or Event of Default has
occurred or is continuing; provided that, notwithstanding the foregoing, the Loan
Parties may not become liable for Contingent Obligations made on behalf of Joint Ventures in
excess of $50,000,000 in the aggregate;



158









 






     (vi) the Loan Parties may become and remain liable with respect to other Contingent
Obligations, provided that the maximum aggregate liability, contingent or otherwise,
of the Loan Parties in respect of all such Contingent Obligations shall at no time exceed
$10,000,000; and




     (vii) Contingent Obligations for reimbursement of the Concession Guarantor or other
guarantors of payment under the Land Concession Guaranty and/or Gaming Concession Guaranty.



     7.5 Restricted Payments.



     The Company and the Borrower shall not, and shall not permit any other Loan Party to, directly
or indirectly, declare, order, pay, make or set apart any sum for any Restricted Payment, except
Restricted Payments referred to below, provided that (except with regard to clauses (iii),
(iv), (v) and (vi)), the requirement set forth in Section 4.5 of the Disbursement Agreement has
been satisfied after giving immediate effect to such Restricted Payment:




     (i) the Loan Parties may, so long as no Event of Default or Potential Event of Default
shall have occurred and be continuing, make regularly scheduled or required payments of
principal and interest in respect of any Permitted Subordinated Indebtedness of the Loan
Parties in accordance with the terms of, and only to the extent required by the agreement
pursuant to which such Permitted Subordinated Indebtedness was issued;




     (ii) so long as no Potential Event of Default or Event of Default shall have occurred
and be continuing, the Company shall be permitted, subject to the provisions of the
Disbursement Agreement (if then in effect), to pay dividends with the Net Asset Sale
Proceeds received from a Permitted Asset Disposition of the Venetian Macao Mall, the Four
Seasons Macao Mall or the Four Seasons Macao Resort Project (including any complementary
suites comprising a portion thereof) following the application of Net Asset Sale Proceeds to
prepay Loans and reduce commitments to the extent required by subsection 2.4B(iii)(a);




     (iii) the Loan Parties may redeem or repurchase any equity interests in the Loan
Parties held by minority shareholders or any Indebtedness of the Company and its
Subsidiaries to the extent such ownership by minority shareholders is no longer required by
any Legal Requirement imposed by Macau SAR or any applicable Gaming Authority in order to
preserve a Gaming License, including as required pursuant to Articles 25 and 26 of the
Gaming Sub-Concession Contract;




     (iv) if, during any taxable year, the Parent (or any member of the consolidated group
of which the Parent is the common parent) has Section 951(a) Income, the Company may make
cash distributions to its common shareholders, in an annual aggregate amount not to exceed
(A) the amount of U.S. Federal income tax payments made by the Parent (or any member of the
consolidated group of which the Parent is the common parent) in respect of Section 951(a)
Income for the corresponding taxable year, net of (B) applicable federal income credits
and/or deductions available to the Parent and any member of the consolidated group of which
the Parent is the common



159









 







parent attributable to the operations of the Loan Parties (any such distributions
referred to herein as a “Tax Distribution”); provided that such Tax Distributions
shall be made during the 30-day period preceding the due date for the filing of any Tax
return with respect to which the Parent (or any member of the consolidated group of which
the Parent is the common parent) is required to make a payment described in this Section
7.5(iv);




     (v) the Loan Parties may make Restricted Payments to other Loan Parties;




     (vi) to the extent such payments would be restricted payments, the Company may make
regularly scheduled or required payments to Macau SAR pursuant to the Gaming Concession
Contract and any Land Concession Contract in accordance with the terms thereof as such are
in effect on the Closing Date or as amended pursuant to the terms hereof;




     (vii) so long as no Potential Event of Default or Event of Default shall have occurred
and be continuing, at any time after the Venetian Macao Completion Date, the Company may pay
dividends in respect of its common stock (a) in an amount of up to $300,000,000 in the
aggregate in any Fiscal Year if, after giving effect to such payment, the Consolidated
Leverage Ratio is less than 3.0 to 1.0 but greater than or equal to 2.5 to 1.0, and (b) in
an unlimited amount if, after giving effect to such payment, the Consolidated Leverage Ratio
is less than 2.5 to 1.0;




     (viii) the Company may make payments of interest as and when due and payable (by
capitalizing such interest, or, so long as no Potential Event of Default or Event of Default
shall have occurred and be continuing, with respect to up to $115,000,000 in principal
amount of VVDIL Intercompany Debt in cash) pursuant to the terms of such VVDIL Intercompany
Debt; and




     (ix) so long as no Potential Event of Default or Event of Default shall have occurred
and be continuing, the Loan Parties may make other Restricted Payments in an amount not to
exceed $5,000,000 in the aggregate, in any Fiscal Year.



     7.6 Financial Covenants.



     A. Minimum Consolidated Interest Coverage Ratio. The Company and the Borrower will
not permit the Consolidated Interest Coverage Ratio as of the last day of any Fiscal Quarter
occurring during any period set forth below to be less than the ratio set forth opposite such
period:



	 	 	 	 	 
	 	 	Minimum
	 	 	Consolidated
	Full Fiscal Quarter following	 	Interest
	the Trigger Date	 	Coverage Ratio
	First and Second
	 	 	2.50:1.0	 
	Third and Fourth
	 	 	3.00:1.0	 
	Fifth and Sixth
	 	 	3.50:1.0	 
	Seventh and thereafter
	 	 	4.00:1.0	 






160









 






     B. Maximum Consolidated Leverage Ratio. The Company and the Borrower shall not permit
the Consolidated Leverage Ratio as of the last day of any Fiscal Quarter set forth below to be
greater than the ratio set forth opposite such period:



	 	 	 	 	 
	 	 	Maximum
	Full Fiscal Quarter following	 	Consolidated
	the Trigger Date	 	Leverage Ratio
	First and Second
	 	 	5.00:1.0	 
	Third and Fourth
	 	 	4.50:1.0	 
	Fifth and Sixth
	 	 	4.00:1.0	 
	Seventh and Eighth
	 	 	3.50:1.0	 
	Ninth and thereafter
	 	 	3.00:1.0	 






     C. Minimum Consolidated Adjusted EBITDA. The Company and the Borrower shall not
permit Consolidated Adjusted EBITDA as of the last day of any four Fiscal Quarter period ending on
or after the last day of the first full Fiscal Quarter after the Closing Date to be less than
$275,000,000 in the aggregate, for the preceding four Fiscal Quarter period; provided that
the Company and the Borrower will not have to comply with this subsection 7.6C from and after the
Fiscal Quarter in which the Venetian Macao Completion Date occurs.



     7.7 Restriction on Fundamental Changes; Asset Sales and Acquisitions.



     The Company and the Borrower shall not, and shall not permit any other Loan Party to, alter
the corporate, capital or legal structure (except with respect to changes in capital structure to
the extent a Change of Control does not occur as a result thereof) of any Loan Party, or enter into
any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any
liquidation or dissolution), or convey, sell, abandon, lease or sub-lease (as lessor or sublessor),
license or sublicense, transfer or otherwise dispose of, in one transaction or a series of
transactions, all or any part of its business, property or assets, whether now owned, leased,
licensed or hereafter acquired (other than inventory or goods in the ordinary course of business),
or acquire by purchase or otherwise all or substantially all the business, property or fixed assets
of, or stock or other evidence of beneficial ownership of, any Person or any division or line of
business of any Person, except:




     (i) as permitted under the terms of this Agreement or any other Loan Document;




     (ii) the Loan Parties may dispose of obsolete, worn out or surplus assets or assets no
longer used or useful in the business of the Loan Parties in each case to the extent in the
ordinary course of business, provided that either (i) such disposal does not
materially adversely affect the value of the Collateral or (ii) prior to or promptly
following such disposal any such property shall be replaced with other property of
substantially equal utility and a value at least substantially equal to that of the replaced
property when first acquired and free from any Liens other than Permitted Liens and by such
removal and replacement the Loan Parties shall be deemed to have subjected such replacement
property to the Lien of the Collateral Documents in favor of Lenders, as applicable;



161









 






     (iii) the Loan Parties may incur Liens permitted under subsection 7.2;




     (iv) the Loan Parties may have an Event of Loss;




     (v) the Restricted Subsidiaries or the Borrower may issue equity Securities to the
Company or to any other Restricted Subsidiary or the Borrower;




     (vi) the Loan Parties may (a) enter into leases or licenses to use in the ordinary
course of business with respect to any space (including any “complementary accommodations”)
on or within a Project or (b) be a party to any lease or license to use in effect on the
Closing Date, each of which lease of, or license to use, real property is set forth on
Schedule 7.7 hereto (as such lease may be amended, modified or supplemented in
accordance with the terms of this Agreement); provided that, in each case, (1) no
Event of Default or Potential Event of Default shall exist and be continuing at the time of
such lease or license to use or would occur after or as a result of entering into such lease
or license to use (or immediately after any renewal or extension thereof at the option of
the Loan Parties), (2) such lease or license to use will not materially interfere with,
impair or detract from the operation of the business of the Loan Parties, (3) such lease or
license to use is at a fair market rent or value (in light of other similar or comparable
prevailing commercial transactions) and contains such other terms such that the lease or
license to use, taken as a whole, is commercially reasonable and fair to the Loan Parties in
light of prevailing or comparable transactions in other casinos, hotels, hotel attractions,
convention centers or shopping venues or other applicable venues, (4) no gaming or casino
operations may be conducted on any space that is subject to such lease or license to use
other than by the Company and only in accordance with the Gaming Concession Contract and all
other applicable Legal Requirements and compliance by the Loan Parties with the other terms
of this Agreement, (5) no lease may provide that the Loan Parties may subordinate their fee,
condominium or leasehold interest to any lessee or any party financing any lessee (other
than lenders financing residential interests in complementary accommodations, to the extent
of the interest being financed), and (6) the tenant under such lease or license to use shall
provide the Administrative Agent on behalf of the Lenders with a Subordination,
Non-Disturbance and Attornment Agreement substantially in the form of Exhibit R
hereto (unless the terms of such lease are substantially identical or more favorable to the
Loan Parties than such Exhibit with regard to the matters set forth therein) with such
changes as Administrative Agent may approve, which approval shall not be unreasonably
withheld or delayed;




     (vii) any Restricted Subsidiary may be merged with (or liquidated into) any other
Guarantor or the Borrower;




     (viii) the Loan Parties may make Permitted Asset Dispositions; provided that
(a) no Event of Default or Potential Event of Default shall exist and be continuing at the
time of the consummation of such Permitted Asset Disposition or would occur as a result
thereof, (b) the Administrative Agent shall have received reasonably satisfactory evidence
that reciprocal easement arrangements, condominium by-laws or deeds of mutual covenant,
reasonably satisfactory in form and substance to the Administrative Agent, shall have been
entered into between the Loan Parties and the purchaser of such



162









 







Project or shall otherwise be effective to govern such Project and run in favor of the
Loan Parties as reasonably required by the Administrative Agent, (c) the Administrative
Agent shall have received a certificate of the Company that such Permitted Asset Disposition
will not (other than to a de minimis extent) increase the risk of any loss of or reversion
under the Gaming Concession Contract or any relevant Land Concession Contract, (d) in the
case of Permitted Asset Dispositions comprising any portion of the Venetian Macao Overall
Project or the Four Seasons Macao Overall Project (1) such sale could not reasonably be
expected to materially adversely impact the ability of the Company to obtain, or the timing
of the Company’s receipt of, (x) an Occupation Certificate regarding such Projects or (y)
the final registration of the Venetian Macao Land Concession Contract and (2) except in the
case of a Permitted Asset Disposition consisting of a sale of the Four Seasons Macao Mall or
the Venetian Macao Mall or any complementary accommodations, there shall be no remaining
material obligations necessary to be fulfilled in order to obtain a final registration of
the Venetian Macao Land Concession Contract (other than obligations the satisfaction of
which are not affected by the lack of ownership or possession of the assets sold in such
Permitted Asset Disposition), and (e) the proceeds of any such Permitted Asset Disposition
shall be applied in accordance with the terms of this Agreement;




     (ix) (a) subject to clause (4) of subsection 7.7(vi) above, the Borrower may sell,
lease, license or otherwise transfer assets to a Guarantor and any Guarantor may sell,
lease, license or otherwise transfer assets to any other Guarantor or to the Borrower, and
(b) the Loan Parties may sell, lease, license or otherwise transfer assets to Excluded
Subsidiaries and Joint Ventures to the extent permitted by Section 7.3;




     (x) the Loan Parties may license or sublicense trademarks and trade names in the
ordinary course of business;




     (xi) licenses and sublicenses of intellectual property in the ordinary course of
business;




     (xii) the Loan Parties may sell receivables for fair market value in the ordinary
course of business;




     (xiii) a Loan Party that holds direct equity interests in a Cotai Strip Excluded
Subsidiary may sell or transfer up to 10% in the aggregate of the equity interests in such
Cotai Strip Excluded Subsidiary or Additional Development Excluded Subsidiary to the current
or intended operator or joint developer of the associated Excluded Casino Hotel Resort (the
“Permitted 10% Equity Sale”); provided that such sale may be made only with respect
to one Cotai Strip Excluded Subsidiary which is either developing Site 5 or Site 6 (but not
both);




     (xiv) the Cotai Subsidiary may, following the execution of a Casino Operation Land
Concession Contract between Macau SAR and the Cotai Subsidiary pursuant to subsection 7.13D,
sell, transfer, assign or sublease or license to use such Casino Operation Land Concession
Contract to a developer or other Person pursuant to documentation, and on terms and
conditions (including (a) the full release of any further



163









 







obligations of any Loan Party pursuant to or under such Casino Operation Land
Concession Contract (except for customary or other reasonably appropriate indemnities, in
each case with respect to title representations, and except for obligations arising by law
relating to the Company’s operation or potential operation of any casino or gaming area to
be developed on the Site subject to such Casino Operation Land Concession Contract or the
Company’s ownership of the casino/showroom/retail “shell” on such Site and the “air parcel”
within such shell), and (b) a sale price (or other cash reimbursement mechanism) payable by
such purchaser in cash, simultaneously with such transfer, in an amount at least equal to
all amounts previously expended by any Loan Party with regard to such Casino Operation Land
Concession Contract and all costs previously expended by any Loan Party with respect to the
development of the associated Property, other than permitting fees, attorneys’ fees and
expenses, architects’ fees and expenses and other similar fees and expenses in an aggregate
amount of less than $5,000,000), reasonably satisfactory to the Administrative Agent, to
allow such developer or other Person to build, develop, own and operate an Other Resort
Project;




     (xv) the Loan Parties may sell or otherwise dispose of assets in transactions that do
not constitute Asset Sales due to clause (iii) in the parenthetical clause of the definition
thereof;




     (xvi) subject to subsection 7.11, the Loan Parties may make Asset Sales of assets
having a fair market value not in excess of $15,000,000 in the aggregate; provided
in each case that (1) the consideration received for such assets shall be in an amount at
least equal to the fair market value thereof in the judgment of the Company; and (2) at
least 75% of the consideration received shall be cash or Cash Equivalents;




     (xvii) the Cotai Subsidiary may sell construction equipment having a fair market value
not in excess of $4,000,000 in the aggregate prior to or during the first year following the
Last Project Final Completion Date;




     (xviii) the Cotai Subsidiary may transfer, on terms reasonably satisfactory to the
Administrative Agent, immaterial portions of any Site to the government of Macau SAR (so
long as such transfer does not impair in any material way the ability of the Loan Parties to
construct, develop, open, manage and/or operate any Active Project in accordance with the
terms of Exhibit P to the Disbursement Agreement) upon the written request of the government
of Macau SAR and its stated intent to use such portions in connection with infrastructure,
roadway, utility easement, or other “public works” purposes;




     (xix) the Loan Parties may transfer any assets leased or acquired with proceeds of any
financing permitted under subsection 7.1 and secured by a Permitted Lien to the lender or
lessor providing such financing upon default, expiration or termination of such financing;




     (xx) the Company or the Cotai Subsidiary may transfer its rights pursuant to a Far East
Agreement to a third party or Excluded Subsidiary;



164









 






     (xxi) the Loan Parties may (i) sell or abandon immaterial assets not necessary for the
development, construction, operation or maintenance of any Active Project and (ii) abandon a
Secondary Project and sell, abandon or otherwise dispose of any assets no longer needed in
connection with a Secondary Project that has been abandoned in accordance with the terms of
the Disbursement Agreement;




     (xxii) either or both Immaterial Subsidiaries may be dissolved, liquidated or wound-up;
provided that prior to such event, any assets held by the entity to be so dissolved,
liquidated or wound up are distributed to another Loan Party, and that no such event shall
cause the equity interests in any surviving Loan Party to be less than wholly-owned by the
Company and/or another Loan Party;




     (xxiii) the Loan Parties may sell or transfer assets pursuant to a sale-leaseback
transaction permitted by subsection 7.8; provided that if the sale of any asset
subject to such sale-leaseback transaction is consummated at a time when the Disbursement
Agreement is in effect, the Net Asset Sale Proceeds (without giving effect to clause (d)
(ii) of the definition thereof) of such sale shall be promptly deposited into the Term Loan
Disbursement Account; and




     (xxiv) any Loan Party may sell its interest in a Joint Venture or a Supplier Joint
Venture or in an Additional Development Excluded Subsidiary.



     7.8 Sales and Lease-Backs.



     The Company and the Borrower shall not, and shall not permit any other Loan Party to, directly
or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to
any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal
or mixed), whether now owned or hereafter acquired, (i) which any Loan Party has sold or
transferred or is to sell or transfer to any other Person or (ii) which any Loan Party intends to
use for substantially the same purpose as any other property which has been or is to be sold or
transferred by such Loan Party to any Person in connection with such lease, except that any Loan
Party may enter into sale-leaseback transactions (a) with assets of a type or types otherwise
permitted to be financed pursuant to subsection 7.1(xi) or with an FF&E Facility (including with
respect to HVAC equipment) permitted by subsection 7.1(xvi) whether or not obtained by a Loan Party
with the proceeds of an FF&E Facility or otherwise, (b) in an aggregate principal amount with
respect to any such lease at any one time outstanding, taken together with all Indebtedness
outstanding under subsections 7.1(xi) and 7.1(xvi) (without duplication), not to exceed
$400,000,000, and (c) on terms reasonably satisfactory to the Administrative Agent, including the
provisions regarding tenor, rental amounts and other terms, and including, unless waived by the
Administrative Agent, concurrently with the execution by the lender or lessee under such
sale-leaseback transaction, the entering into of an intercreditor, standstill, or similar agreement
reasonably satisfactory in form and substance to the Administrative Agent (it being understood that
the Administrative Agent shall have had a reasonable opportunity to review all such documentation
prior to its execution); provided that, at any time when the Disbursement Agreement is in
effect, the ability of any Loan Party to enter into sale-leaseback transactions in an aggregate
principal amount with respect to such leases at any one time outstanding that exceeds $50,000,000,
shall be subject to the additional requirement that the assets subject to such



165









 







sale-leaseback are acquired contemporaneously with, or within 180 days prior to, such
financings or the applicable fundings thereunder.



     7.9 Sale or Discount of Receivables.



     The Company and the Borrower shall not, and shall not permit any other Loan Party to, directly
or indirectly, sell with recourse, or discount or otherwise sell for less than the face value
thereof, any of its notes or accounts receivable other than an assignment for purposes of
collection in the ordinary course of business.



     7.10 Transactions with Shareholders and Affiliates.



     The Company and the Borrower shall not, and shall not permit any other Loan Party to, directly
or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease
or exchange of any property or the rendering of any service) with the Company or with any Affiliate
of the Company, except that the Loan Parties may enter into and permit to exist:




     (i) transactions that are on terms that are not less favorable to such Loan Party than
those that might be obtained at the time from Persons who are not such an Affiliate if (a)
the Company has delivered to the Administrative Agent (1) with respect to any transaction
involving an amount in excess of $2,000,000, an Officers Certificate certifying that such
transaction complies with this subsection 7.10, or (2) with respect to any transaction
involving an amount in excess of $4,000,000, a resolution adopted by a majority of the
directors of the applicable Loan Party approving such transaction and an Officers
Certificate certifying that such transaction complies with this subsection 7.10, at the time
such transaction is entered into and (b) with respect to any such transaction that involves
aggregate payments in excess of $25,000,000 or that is a loan transaction involving a
principal amount in excess of $25,000,000, an opinion as to the fairness of the financial
terms to the applicable Loan Party from a financial point of view issued by an Independent
Financial Advisor at the time such transaction is entered into;




     (ii) (a) the Lido Contract and the Procurement Services Agreement, each as in effect on
the Closing Date or as amended pursuant to subsection 7.13C, and (b) any other contracts
between any Loan Party and the Procurement Affiliate or Asian Opportunity Limited entered
into and/or amended pursuant to subsection 7.13C, and the payment of fees and other amounts
pursuant to the terms thereof by the Loan Parties of no more than $13,000,000 in the
aggregate per calendar year; provided that such amount shall increase by $1,500,000
per applicable Cotai Strip Investment Project for each year (or pro rated portion thereof)
from and after the date that the Cotai Strip Excluded Subsidiary owning such Cotai Strip
Investment Project is designated as a Restricted Subsidiary;




     (iii) any employment, compensation, indemnification, noncompetition or confidentiality
agreement or arrangement entered into by a Loan Party with its employees or directors in the
ordinary course of business or as approved by a majority of the members of the board of
directors of such Loan Party in its reasonable determination;



166









 






     (iv) loans or advances to employees of the Loan Parties permitted under subsection
7.3(vi);




     (v) transactions between or among Loan Parties not otherwise expressly prohibited
hereunder;




     (vi) transactions contemplated by each Project Document;




     (vii) Shareholder Subordinated Indebtedness;




     (viii) issuances of Securities by the Loan Parties;




     (ix) Investments in, and licenses and other agreements with, Joint Ventures and
Supplier Joint Ventures permitted hereunder;




     (x) the (a) operation of the Excluded Casinos (including payments to be made pursuant
to subsection 6.14B) in accordance with the terms hereof and of the other Loan Documents,
and (b) contemplated purchase by the Company of the Excluded Casinos pursuant to the
agreements referenced in subsection 7.17B(i);




     (xi) Investments permitted by subsection 7.3 and Restricted Payments permitted by
subsection 7.5;




     (xii) transactions consummated on the Closing Date in connection with the Refinancing
and the Transactions;




     (xiii) reciprocal easement and other similar agreements (including condominium rules)
required or permitted to be entered into pursuant to the Loan Documents;




     (xiv) (i) license agreements with an Excluded Subsidiary (including licenses permitting
an Excluded Subsidiary to use intellectual property of the Loan Parties) and (ii) any other
agreements with an Excluded Subsidiary not specifically prohibited by subsection 7.17,
provided the terms of such other agreement under clause (ii) or any amendment to such
agreement are no less favorable to the Loan Parties than those that would have been obtained
in a comparable transaction by such Loan Party with an unrelated Person;




     (xv) any agreement not specifically prohibited hereunder by an Excluded Subsidiary to
pay management fees to a Loan Party directly or indirectly;




     (xvi) transactions permitted by subsection 7.7;




     (xvii) the IP License and the transactions contemplated thereby;




     (xviii) purchases of materials or services from a Supplier Joint Venture by a Loan
Party in the ordinary course of business on arm’s length terms;



167









 






     (xix) transactions set forth on Schedule 7.10;




     (xx) shared services arrangements and/or agreements among Loan Parties, Cotai Strip
Excluded Subsidiaries, Additional Development Excluded Subsidiaries, and/or owners,
developers or managers of the Other Resort Projects, so long as the liabilities and
obligations of any Loan Parties thereunder are on commercially reasonable terms and do not
represent more than such Loan Parties’ pro rata share of the services provided as determined
by the Loan Parties and certified to the Administrative Agent; and




     (xxi) the contemplated purchase by the Company of the casino “shell” within any Other
Resort Project, the operation of which casino is intended to comprise a Casino Operation
Project.



     7.11 Disposal of Subsidiary Stock.



     Except in connection with (i) a Restricted Payment permitted by subsection 7.5(vii) or (ii) a
transaction (including a liquidation, dissolution, conveyance, sale, lease, transfer, or other
disposition) permitted by subsection 7.7(vii), (viii), (ix) or (xv), the Company shall not, and
shall not permit any of its Restricted Subsidiaries to, directly or indirectly sell, assign, pledge
or otherwise encumber or dispose of any shares of capital stock or other equity Securities of the
Company or any of its Subsidiaries, except (i) to qualify directors if required by applicable law,
(ii) to the extent required by any Legal Requirement imposed by Macau SAR or the Macau Gaming
Authority or any other applicable gaming Authority in order to preserve a material Gaming License
and (iii) pursuant to the Permitted 10% Equity Sale. Notwithstanding the foregoing, in no event
shall any Loan Party sell, assign, pledge or otherwise dispose of any shares of capital stock or
other equity securities of any Cotai Strip Excluded Subsidiary other than pursuant to the Permitted
10% Equity Sale.



     7.12 Conduct of Business.



     The Company and the Borrower shall not, and shall not permit any other Loan Party to, engage
in any business activity except those business activities engaged in on the Closing Date by such
Person and any activity or business incidental, related or similar thereto, or any business or
activity that is a reasonable extension, development or expansion thereof or ancillary thereto,
including any internet gaming, hotel, entertainment, recreation, convention, trade show, meeting,
retail sales, leasing, or other activity or business designated to promote, market, support,
develop, construct or enhance the casino gaming, hotel, retail and entertainment mall and resort
business operated by the Loan Parties; provided that no Loan Party shall engage in the
business of developing, operating or maintaining any hotel, casino, entertainment, recreation,
convention, trade show, meeting, or retail establishment or project other than the Projects,
activities reasonably related or ancillary thereto, and any activity that is a reasonable
extension, development or expansion thereof, or as otherwise specifically set forth in this
Agreement (including the permitted operation of Excluded Casinos); provided further
that, other than as permitted hereunder with respect to the Excluded Casinos and Excluded Casino
Interests, the Borrower shall not (a) incur, directly or indirectly, any Indebtedness or any other
obligation or liability (other than ordinary course liabilities including trade payables and
franchise and tax



168









 







liabilities) whatsoever other than the Obligations and other Indebtedness permitted hereunder;
(b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired
by it other than the Liens created under the Collateral Documents to which it is a party and
Permitted Liens; (c) engage in any business or activity or own any assets other than performing its
obligations and activities incidental thereto under the Loan Documents and making Restricted
Payments and Investments to the extent permitted by this Agreement, entering into the Intercompany
Contribution Agreement, any FF&E Facility and activities related thereto; (d) other than as
permitted hereunder, consolidate with or merge with or into, or convey, transfer or lease all or
substantially all its assets to, any Person; (e) fail to hold itself out to the public as a legal
entity separate and distinct from all other Persons; provided further that no
Immaterial Subsidiary shall engage in any developing, operating or maintaining any hotel, casino,
entertainment, recreation, convention, trade show, meeting, or retail establishment (including any
portion of any Project), nor shall any Immaterial Subsidiary obtain assets (excluding equity
interests in the Cotai Subsidiary, and with respect to V-HK Services only, except for amounts held
as “front money” for gaming customers) of more than $5,000,000.



     7.13 Certain Restrictions on Entering Into and Amending Certain Documents.



     A. Modifications of Material Contracts and Permits; New Material Contracts or Permits.
The Company and the Borrower shall not, and shall not permit any other Loan Party to, agree to any
amendment to (or enter into any letter or agreement of understanding with the government of Macau
SAR, or any representative thereof, with respect to any Land Concession Contract or the Gaming
Concession Contract that has the effect of materially amending such Contract), or waive any of its
material rights under, or assign or transfer all or a portion of its rights under, any Permit or
Material Contract or enter into new Material Contracts or Permits (it being understood that any
Material Contracts which are covered by clause B, C or D below shall also be subject to the
restrictions set forth therein) without, in each case, obtaining the prior written consent of
Requisite Lenders if in any such case, such amendment or letter agreement of understanding or
waiver or new Material Contract or Permit could reasonably be expected to have a Material Adverse
Effect or otherwise adversely affect Lenders in any material respect, other than, in the case of
Material Contracts: (i) entering into new, or amending existing Construction Documents as permitted
by, and in accordance with the terms of the Disbursement Agreement, (ii) amendments to existing
Usufruct Agreements to provide for the repurchase of equity interests held by minority shareholders
no longer required to maintain compliance with Legal Requirements of Macau SAR subject to the terms
hereof and of the Sponsor Agreement; (iii) entering into new Usufruct Agreements in form and
substance reasonably satisfactory to the Administrative Agent (including in connection with the
formation of any new Subsidiary of the Company); (iv) entering into transactions relating to FF&E
Facilities permitted by subsection 7.13B; (v) entering into transactions relating to Land
Concession Contracts and the sale thereof and/or purchase of the related Casino Operation Projects
contemplated by subsection 7.13D and/or 7.7(xiv), together with agreements governing the Company’s
operation of such related Casino Operation Projects on terms reasonably satisfactory to the
Administrative Agent; (vi) entering into Land Concession Guaranties and similar items required by
the Gaming Sub-Concession Contract or any Land Concession Contract, which are on terms (including
the provisions regarding recourse to the Loan Parties) and with providers reasonably satisfactory
to the Administrative Agent ; (vii) shared services agreements in the ordinary course of
business permitted by subsection 7.10(xx); (viii) entering into contracts executed in connection
with



169









 







Permitted Asset Dispositions and other sales permitted hereunder, including sale contracts and
any reciprocal easement agreements, shared services agreements, condominium governance arrangements
or similar agreements entered into with the purchaser thereof; (ix) entering into contracts
relating to the operation of Excluded Casinos, including arrangements for indemnification by Cotai
Strip Excluded Subsidiaries and/or Additional Development Excluded Subsidiaries not prohibited by
subsection 6.14C as well as intercreditor and similar arrangements in connection with related
Non-Recourse Financings, and (x) subject to all other provisions regarding requirements to obtain
consents, provide notices, or perform similar actions, entering into other new contracts reasonably
related to carrying on operations contemplated by, and not specifically prohibited by, the Loan
Documents on terms reasonably satisfactory to the Administrative Agent.



     B. Documents Relating to Other Indebtedness. The Company and the Borrower shall not,
and shall not permit any other Loan Party to, (i) enter into any FF&E Documents relating to FF&E
Facilities other than as permitted by subsection 7.1(xvi) and 7.1(xviii) and on terms reasonably
satisfactory to the Administrative Agent, including the provisions regarding maturity, collateral,
interest rates and other terms, and, unless waived by the Administrative Agent, the Administrative
Agent shall enter into an intercreditor, standstill, or similar agreement reasonably satisfactory
in form and substance to the Administrative Agent with the agent or other representative under the
credit agreement or other similar documents governing an FF&E Facility (it being understood that
the Administrative Agent shall have had a reasonable opportunity to review all such documentation
prior to its execution) which agreement (to the extent any FF&E Deposit Loans are made) shall set
forth procedures for releasing Liens of the Secured Parties on Specified FF&E as and when any FF&E
Deposit Loans made to acquire such Specified FF&E are repaid and upon the use of a minimum
proportion of funds under such FF&E Facility to reimburse such FF&E Deposit Loans, or (ii) amend or
otherwise change the terms of any documents governing Permitted Subordinated Indebtedness or
Permitted Unsecured Indebtedness (except in connection with a permitted refinancing thereof) or
permit the termination thereof (other than in accordance with the terms thereof), or make any
payment consistent with an amendment thereof or change thereto (except in connection with a
defeasance or permitted refinancing thereof), if the effect of such amendment or change, together
with all other amendments or changes made, is to increase materially the obligations of the obligor
thereunder or to confer any additional material rights on the holders of the Indebtedness or
obligations evidenced thereby (or a trustee or other representative on their behalf) which would be
materially adverse to any Loan Party or the Lenders.



     C. Contracts with the Procurement Affiliate and Asian Opportunity Limited. The
Company and the Borrower shall not, and shall not permit any other Loan Party to, amend or
otherwise change in a material manner the terms of any agreements (including the Procurement
Services Agreement) governing or agree to any material amendment to or enter into new contract with
the Procurement Affiliate or Asian Opportunity Limited for material services by the Procurement
Affiliate or Asian Opportunity Limited (it being understood that (x) purchase orders for
purchasing materials or services from third parties in the ordinary course of business on an
arms’-length basis on commercially reasonable terms pursuant to the provisions of the Procurement
Services Agreement shall not be deemed amendments or new contracts for purposes of this clause C
and (y) any amendment to increase the fees under the Procurement Services Agreement to reflect
incremental services to the Loan Parties shall not be deemed an



170









 







amendment adverse to the Loan Parties so long as the Loan Parties are in compliance with
subsection 7.10(ii)), if such amendment or change or new contract would be materially adverse to
the Loan Parties, unless such amendment or change or new contract is approved by the Administrative
Agent (such approval not to be unreasonably withheld or delayed).



     D. Land Concession Contracts. (a) The Company and the Borrower shall not, and shall
not permit any other Loan Party to, enter into Land Concession Contracts not in existence on the
Closing Date, or assume any or all of the obligations of others in respect of a land concession
contract held by a Person that is not a Loan Party, other than (i) the Venetian Macao Land
Concession Contract, pursuant to the requirements of the Disbursement Agreement, (ii) Land
Concession Contracts with respect to Sites 5 and 6 at such time (if any) as the applicable Cotai
Strip Excluded Subsidiary becomes a Restricted Subsidiary in accordance with the terms hereof, and
(iii) Casino Operation Land Concession Contracts entered into or assumed by the Cotai Subsidiary,
on terms reasonably satisfactory to the Administrative Agent, which terms shall include reasonably
satisfactory evidence that the aggregate liability of the Loan Parties under any such Land
Concession Contract referred to in this clause (iii) (including any up-front payments thereunder),
together with all development costs paid or to be paid with respect to the Site to which such Land
Concession Contract relates does not exceed $100,000,000 in the aggregate, and that the government
of Macau SAR has consented to granting of a security interest in such Land Concession Contract in
favor of the Secured Parties pursuant to a Land Concession Consent, and that such a security
interest has been granted pursuant to a Land Security Assignment or as otherwise agreed to by the
Collateral Agent; provided that the Cotai Subsidiary shall not be party to or otherwise
liable under more than one such Casino Operation Land Concession Contract at any one time. (b) The
Company and the Borrower shall not, and shall not permit any other Loan Party to, exercise any
option to purchase, or exercise cure rights in respect of a land concession contract held by a
Person that is not a Loan Party. (c) For the avoidance of doubt, nothing contained in this
subsection 7.13D is intended to permit the Loan Parties to develop and/or incur liabilities in
respect of any Other Resort Project.



     E. Consents. The Company and the Borrower shall not, and shall not permit any other
Loan Party to, agree to any amendment to (or enter into any letter or agreement of understanding
with any relevant counterparty with respect to any Consent that has the effect of materially
amending such Consent), or waive any of its material rights under, or assign or transfer all or a
portion of its rights (other than to another Loan Party with respect to the Gaming Concession
Consent and/or any Land Concession Consent) under, any Consent without obtaining the prior written
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed).



     7.14 Consolidated Capital Expenditures.



     A. The Company and the Borrower shall not, and shall not permit any other Loan Party to, make
or incur Consolidated Capital Expenditures, in any Fiscal Year, in an aggregate amount in excess of
the sum of (a) the Base Capital Expenditures Amount, plus (b) if the Four Seasons Opening Date has
occurred, the Four Seasons Capital Expenditures Amount, plus (c) if the Venetian Macao Opening Date
has occurred, the Venetian Macao Capital Expenditures Amount, plus (d) if any Casino Operation
Project Opening Date has occurred, the Casino



171









 







Operation Project Capital Expenditures Amount for
each such Casino Operation Project, plus (e)
if any Cotai Strip Excluded Subsidiary has been designated as a Restricted Subsidiary and the
related Cotai Strip Investment Opening Date has occurred, the Cotai Strip Investment Project
Capital Expenditures Amount for each such Cotai Strip Investment Project, plus (f) if the Podium
Expansion Opening Date has occurred, the Podium Expansion Capital Expenditures Amount (such sum,
the “Maximum Consolidated Capital Expenditures Amount”); provided that any portion of such
Maximum Consolidated Capital Expenditures Amount, if not expended in the period in which it is
permitted, may be carried over for expenditure in (but only in) the next succeeding such period;
provided further that the Project Capital Expenditures Amount related to any
Project during a Fiscal Year in which the Opening Date for such Project occurs shall be pro rated
for the number of days in such Fiscal Year following the Opening Date of such Project.



     B. Notwithstanding the foregoing, the Loan Parties may make or incur Consolidated Capital
Expenditures (which Consolidated Capital Expenditures will not be included in any determination of
the Maximum Consolidated Capital Expenditures Amount under the foregoing clause (A)) (i) with the
proceeds of equity contributions to the Loan Parties by any Person other than a Loan Party,
provided that (x) no Event of Default or Potential Event of Default shall have occurred and
be continuing when such Consolidated Capital Expenditure is made or incurred and (y) the applicable
Loan Party notifies the Administrative Agent in writing that such proceeds (or applicable portion
thereof) are to be used for Consolidated Capital Expenditures, (ii) with insurance or other similar
proceeds received by the Company or any other Loan Party from any Event of Loss so long as such
Consolidated Capital Expenditures are to replace, repair or restore any properties or assets in
respect of which such proceeds were paid, or (iii) required to be made in accordance with
applicable Macau law.



     7.15 Casino and Gaming Restrictions.



     A. Concession Contract Inventory of Properties. The Company and the Borrower shall
include in any inventory or any update thereof required pursuant to Article 44 of the Gaming
Sub-Concession Contract only those items which either (i) have historically been included in the
inventory or such updates or (ii) are, in the Company’s reasonable belief, required by a Legal
Requirement to be so included or (iii) are otherwise reasonably approved by the Collateral Agent.



     B. Casino and Gaming Zone Areas. At any time after a change in Macau Gaming Laws
permitting the designation of “gaming areas” (as opposed to “casinos”) as referenced in subsection
6.10E, the Company and the Borrower shall not designate, and shall use commercially reasonable
efforts not to permit the designation of, any area (other than that portion of Site 1 identified as
comprising the Venetian Macao Casino in the Primary Project Plans on the Closing Date or as
approved by the Disbursement Agent pursuant to the terms of the Disbursement Agreement following
the Closing Date) as a “casino” for purposes of the Gaming Concession Contract, and to the extent
any such designation is required or made, will use commercially reasonable efforts to limit the
extent of such areas so designated as “casinos”. To the extent that no such designation exists,
the Company and the Borrower will use commercially reasonable efforts to limit the Macau SAR’s
reversion/reclamation rights under the Gaming Sub-Concession Contract.



172









 





     C. Junkets. The Company and the Borrower shall not, and shall not permit any other
Loan Party to enter into or permit to subsist any arrangement with any gaming junket-tour
promoters, directors or cooperators unless any such arrangements are in material compliance with
the requirements of the Gaming Sub-Concession Contract and all other applicable Legal Requirements
except for such instances of non-compliance which would not reasonably be expected to have a
Material Adverse Effect and the Company shall monitor the activities of such Persons in regard to
such arrangements and shall take all reasonable measures to ensure the compliance of such Persons
with such arrangements.



     7.16 Fiscal Year.



     No Loan Party shall change its Fiscal Year-end from December 31.



     7.17 Excluded Subsidiaries.



     A. The Company and the Borrower shall not permit, and shall not allow any other Loan Party to
permit, at any time (i) any Excluded Subsidiary to have any Indebtedness other than Indebtedness
which is non-recourse to the Loan Parties (except as permitted herein), (ii) any Excluded
Subsidiary to acquire any assets from any Loan Party other than as permitted by the provisions of
this Agreement, including the provisions described under subsection 7.3, (iii) any Excluded
Subsidiary to own any equity interests in a Loan Party, or (iv) any Excluded Subsidiary to own or
operate any Project (which shall not prohibit initial development of a Casino Operation Project to
be located within an Other Resort Project being developed by such subsidiary to the extent
permitted hereunder), or possess any material license, franchise or right used in connection with
the ownership or operation of any part of any such Project (other than (x) the ownership, use or
possession of any trademark, license or similar right that does not restrict the use of such
trademark, license or similar right by the Loan Parties, and (y) derivative gaming or other rights
under any Gaming License (including under the Gaming Sub-Concession Agreement), the loss of which
by such Excluded Subsidiary could not reasonably be expected to have a Material Adverse Effect).



     B. No Loan Party shall purchase, own, operate or maintain an Excluded Casino except in
accordance with the provisions set forth in this subsection 7.17B as follows:




     (i) the Company shall be permitted to acquire an ownership interest in the Excluded
Casino from a Cotai Strip Excluded Subsidiary or an Additional Development Excluded
Subsidiary for nominal consideration on terms and pursuant to documentation reasonably
satisfactory to the Administrative Agent,




     (ii) (x) the Company shall be permitted to own the gaming assets and other assets
located in the Excluded Casino, so long as no Loan Party shall have any liability for the
purchase price therefor and, for so long as the Excluded Subsidiary developing, constructing
or operating the Excluded Casino Hotel Resort or Additional Development, as the case may be,
in which such Excluded Casino is located remains an “Excluded Subsidiary”, neither the
Collateral Agent, the Lenders nor any other Secured Party (in its capacity as such) shall
have a security interest in the associated Excluded Casino Interest (or the related Excluded
Bank Accounts), and (y) the Excluded Subsidiary may request



173









 







the Company, and the Company shall be permitted to, grant a lien on the Excluded Casino
Interest (other than any Excluded Bank Account comprising a portion of such Excluded Casino
Interest) in favor of the lender or the lenders under a Non-Recourse Financing so long as
the beneficiary of such lien enters into agreements with the Company (including the related
collateral documents) on terms and pursuant to documentation reasonably satisfactory to the
Administrative Agent (including, without limitation, an acknowledgment from the beneficiary
of such lien that it shall have no recourse to any Loan Party (other than to the specific
assets comprising the applicable Excluded Casino Interest),




     (iii) all revenue associated with the Excluded Casino shall be segregated from all
other cash and revenue of the Loan Parties and shall (to the extent required hereunder) be
deposited into Excluded Bank Accounts,




     (iv) a Loan Party may incur or otherwise become liable for liabilities or obligations
associated with the ownership, operation or maintenance of the Excluded Casinos, including
the liabilities associated with the land concession contract for the Site or other property
on which any such Excluded Casino is located, the Excluded Subsidiaries or their respective
operations, so long as (x) such obligations are owed to the Macau Gaming Authorities
pursuant to the Gaming Sub-Concession Contract as a result of the operation of the
associated Excluded Casino or (y) such obligations are associated with the operation of the
Excluded Casino and, in accordance with applicable law, must be obligations or liabilities
of the Company, in which case such obligations and liabilities shall be paid in accordance
with clause (v) below and subsection 6.14 (it being understood any payments so made from
assets of any Loan Party other than the Excluded Bank Accounts must be permitted by, and
shall be deemed to utilize, a specific clause of subsection 7.3),




     (v) all expenses and other costs in respect of the ownership, operation and maintenance
of the Excluded Casinos (and the assets located therein) required by applicable law to be
paid by the Company shall be paid solely from the Excluded Bank Accounts; provided
that to the extent that the proceeds in the Excluded Bank Accounts are insufficient to fund
such costs and expenses, the Excluded Subsidiaries shall be required (unless the Loan
Parties are deemed to have made an Investment as permitted under subsection 6.14B(b) or the
Loan Parties use funds under subsection 6.14(B(c)), in accordance with subsection 6.14B, to
promptly make deposits into the Excluded Bank Accounts sufficient to cover all such costs
and expenses and, without duplication, reimburse the Company for any such expenses and costs
paid by the Loan Parties from sources other than the Excluded Bank Accounts prior to the
time that any proceeds maintained in the Excluded Bank Accounts will be released to an
Excluded Subsidiary in accordance with such subsection 6.14B,




     (vi) prior to the date the Company or any other Loan Party could, under applicable law,
be obligated or be held liable in respect of any obligations associated with an Excluded
Casino, the applicable Excluded Subsidiary and the Company shall have entered into an
“indemnity agreement” on terms and pursuant to documentation reasonably satisfactory to the
Administrative Agent which provides, among other things



174









 






(A) the Company and the other Loan Parties with complete indemnity from such Excluded
Subsidiary for any loss, claim or damage suffered by the Company or such Loan Party in
connection with owning, operating or maintaining an Excluded Casino subject to customary and
other reasonably appropriate exceptions, (B) an acknowledgment by such Excluded Subsidiary
(on behalf of itself, its assignees and its lenders) that all funds in the Excluded Bank
Accounts shall be used to satisfy all obligations and liabilities of the Company and the
other Loan Parties in respect of owning, operating and maintaining such Excluded Casino
prior to any funds being made available to such Excluded Subsidiary, and (C) an
acknowledgment by such Excluded Subsidiary (on behalf of itself, its assignees and its
lenders) that it shall not have any recourse to the Company or any other Loan Party or any
of their respective assets (other than to the Excluded Bank Accounts in accordance with the
preceding clause (B) or, solely in the case of a Non-Recourse Financing, any Excluded Casino
Interest pledged in favor of the lenders thereunder) for breach of contract, for failure of
the Company or any other Loan Party to satisfy any obligation in respect of an Excluded
Casino or otherwise, and




     (vii) all material arrangements between the Excluded Subsidiaries and the Company (or
any other Loan Party) shall be on terms reasonably satisfactory to the Administrative Agent.



     7.18 Horizontal Properties.



     A. Creation. The Loan Parties shall not subdivide, or create any “horizontal
properties” within, any Property owned by any of them unless: (a) such horizontal property is
subject to an existing Mortgage or becomes subject to a Mortgage in accordance with subsection
6.10B, and (b) the scope, characteristics, and description of such horizontal property are
consistent with the terms of the Loan Documents and the applicable Plans and Specifications. To
the extent the requirements of this subsection 7.18A are met, there shall be no restriction on the
number of such horizontal properties that may be so created within any Project.



     B. Separation of Mortgages. With regard to horizontal properties created pursuant to
subsection 7.18A that are encumbered by an existing Mortgage on underlying land or a Property that
subsumes such horizontal property, if at any time the Administrative Agent reasonably deems it
necessary or advisable to protect the interests of the Secured Parties in that horizontal property
or any other Property which is required to be pledged to them as Collateral, the applicable Loan
Party will deliver, promptly upon request of the Administrative Agent, (i) a Mortgage on such
horizontal property that is separate and distinct from the existing Mortgage on such underlying
land or other Property, such Mortgage to be recorded in the real property records of Macau SAR or
the appropriate jurisdiction and authorized by Macau SAR, and (ii) if the Administrative Agent
further reasonably determines that the rights of the Secured Parties may be adversely affected by
the creation of such separate and distinct Mortgage, an acknowledgment from any applicable Loan
Parties and Macau SAR that (a) such horizontal property and the new separate and distinct Mortgage
encumbering such horizontal property or other Property is covered by, and the Secured Parties
therefore get the benefits of (with respect to such horizontal property and Mortgage), the
provisions of a Land Concession Consent and (b) with respect to any such Mortgage on a horizontal
property comprising the casino referred to in Paragraph B1 of



175









 







the Gaming Concession Consent, that the release provisions of such Paragraph B1 apply only to
such separate and distinct Mortgage and not to any Mortgage encumbering other Property of any Loan
Party.



     Section 8. Events of Default.



     If any of the following conditions or events set forth in this Section shall occur (any such
conditions or events collectively “Events of Default”):



     8.1 Failure to Make Payments When Due.



     Failure by the Borrower to pay any installment of principal on any Loan when due, whether at
stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or
otherwise; failure by the Borrower to pay when due any amount payable to an Issuing Lender in
reimbursement of any drawings; or failure by the Borrower to pay any interest on any Loan or any
fee or any other amount due under this Agreement within five days after the date due; or



     8.2 Default under Other Indebtedness or Contingent Obligations.



     (i) Failure by any Loan Party to pay when due any principal of or interest on or any other
amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to
in subsection 8.1 or any Non-Recourse Financing) or Contingent Obligations (other than with respect
to a Non-Recourse Financing) with an aggregate principal amount of $45,000,000 or more, in each
case beyond the end of any grace period provided therefor; or (ii) breach or default by any Loan
Party with respect to any other material term of (a) one or more items of such Indebtedness or
Contingent Obligations in the individual or aggregate principal amounts referred to in clause (i)
above or (b) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of
Indebtedness or Contingent Obligation(s), if the effect of such breach or default is to cause, or
to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on
behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become
or be declared due and payable prior to its stated maturity or the stated maturity of any
underlying obligation, as the case may be in each case at the end of any grace period provided
therefor (upon the giving or receiving of notice, lapse of time, both, or otherwise); or



     8.3 Breach of Certain Covenants.



     Failure of the Loan Parties to perform or comply with any term or condition contained in
subsection 2.5, 6.2, 6.4B, 6.12 or 6.14 (in the case of subsection 6.14 only, provided such failure
continues for a period of 10 days) or Section 7 of this Agreement, or Section 5.2(b) of the
Disbursement Agreement; or



     8.4 Breach of Warranty.



     Any representation, warranty, certification or other statement made by any Loan Party in any
Loan Document (other than the Disbursement Agreement) or in any statement or certificate



176









 







at any time given by any Loan Party in writing pursuant hereto or thereto or in connection
herewith or therewith shall be false in any material respect on the date as of which made; or



     8.5 Other Defaults Under Loan Documents.



     (i) Any Loan Party shall default in the performance of or compliance with any term contained
in this Agreement or any of the other Loan Documents (provided that with respect to the
Consents, such term shall be for the benefit of the Lenders or any Agent, as opposed to any other
party thereto), other than any such term referred to in any other subsection of this Section 8, and
such default shall not have been remedied or waived within 30 days after the earlier of (x) an
officer of the Company or such Loan Party becoming aware of such default or (y) receipt by the
Borrower of written notice from Administrative Agent or any Lender of such default; or (ii) an
Event of Default shall have occurred and be continuing under the Disbursement Agreement; or



     8.6 Involuntary Bankruptcy; Appointment of Receiver, etc.




     (i) A court having jurisdiction in the premises shall enter a decree or order for relief in
respect of the Parent or any Loan Party in an involuntary case under the Bankruptcy Code or under
any other applicable bankruptcy, insolvency or similar law now or hereafter in effect in any
applicable jurisdiction, domestic or foreign, which decree or order is not stayed; or any other
similar relief shall be granted under any applicable federal or state law; or (ii) an involuntary
case shall be commenced against the Parent or any Loan Party under the Bankruptcy Code or under any
other applicable bankruptcy, insolvency or similar law now or hereafter in effect in any applicable
jurisdiction, domestic or foreign, or a decree or order of a court having jurisdiction in the
premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian,
conservator or other officer having similar powers over the Parent or any Loan Party, or over all
or a substantial part of its property, shall have been entered; or there shall have occurred the
involuntary appointment of an interim receiver, trustee or other custodian of the Parent or any
Loan Party, for all or a substantial part of its property; or a warrant of attachment, distraint,
execution or similar process shall have been issued against any substantial part of the property of
the Parent or any Loan Party, and any such event described in this clause (ii) shall continue for
60 days unless dismissed, bonded or discharged; or



     8.7 Voluntary Bankruptcy; Appointment of Receiver, etc.




     (i) The Parent or a Loan Party shall have an order for relief entered with respect to it or
commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy,
insolvency or similar law now or hereafter in effect in any applicable jurisdiction, domestic or
foreign, or shall consent to the entry of an order for relief in an involuntary case, or to the
conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the
appointment of or taking possession by a receiver, trustee or other custodian for all or a
substantial part of its property; or the Parent or a Loan Party shall make any assignment for the
benefit of creditors; or (ii) the Parent or a Loan Party shall be unable, or shall fail generally,
or shall admit in writing its inability, to pay its debts as such debts become due and in each case
a period of 30 days shall have elapsed; or the Board of Directors of the Parent or a Loan Party (or
any committee thereof) or of its managing member shall adopt any resolution or otherwise



177









 







authorize any action to approve any of the actions referred to in clause (i) above or this
clause (ii); or



     8.8 Judgments and Attachments.



     Any money judgment, writ or warrant of attachment or similar process involving in the
aggregate at any time an amount in excess of $45,000,000 (in either case not adequately covered by
insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall
be entered or filed against any Loan Party or any of their respective assets and shall remain
unpaid and undischarged, unvacated, unbonded or unstayed for a period of 60 days (or in any event
later than five days prior to the date of any proposed sale thereunder); or



     8.9 Dissolution.



     Any order, judgment or decree shall be entered against any Loan Party decreeing the
dissolution or split up of such Person (other than as permitted by subsection 7.7 (xxii)) and such
order shall remain undischarged or unstayed for a period in excess of 30 days; or



     8.10 Employee Benefit Plans.



     There shall occur one or more ERISA Events which individually or in the aggregate results in
or might reasonably be expected to result in liability of the Company, or any other Loan Party or
any of their respective ERISA Affiliates, in excess of $10,000,000 during the term of this
Agreement; or there shall exist an amount of unfunded benefit liabilities (as defined in Section
4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding for
purposes of such computation any Pension Plans with respect to which assets exceed benefit
liabilities) which exceeds $25,000,000; or



     8.11 Change in Control.



     A Change of Control shall occur; or



     8.12 Failure of Guaranty; Repudiation of Obligations.



     At any time after the execution and delivery thereof, (i) the Guaranty for any reason, other
than the satisfaction in full of all Obligations, shall cease to be in full force or effect (other
than in accordance with its terms with respect to any Loan Party or all Loan Parties), or shall be
declared null and void by a Governmental Instrumentality of competent jurisdiction with respect to
any Loan Party or all Loan Parties, (ii) any Collateral Document or the Assignment of Reinsurances
shall cease to be in full force and effect (other than by reason of a release of Collateral
thereunder in accordance with the terms hereof or thereof, the satisfaction in full of the
Obligations or any other termination of such Collateral Document or the Assignment of Reinsurances
in accordance with the terms hereof or thereof) with respect to any Loan Party or all Loan Parties
or shall be declared null and void by a Governmental Instrumentality of competent jurisdiction with
respect to any Loan Party or all Loan Parties, or the Collateral Agent shall not have or shall
cease to have a valid and perfected First Priority Lien in the Collateral (other than a de minimis
portion thereof) for any reason other than the failure of the Collateral Agent or any Lender to
take any action within its control except as otherwise contemplated in



178









 




any Loan Document, (iii) any Loan Party shall contest the validity or enforceability of any
Loan Document in writing or deny in writing that it has any further liability prior to the
Termination Date, (iv) any relevant Governmental Instrumentality or any Loan Party shall contest
the validity, perfection or priority of the Liens granted pursuant to any Loan Document in favor of
the Collateral Agent, for benefit of the Lenders (which contest, in the case of the government of
Macau SAR, shall be in writing and shall remain in effect for a period of 20 days), or (v) the
subordination provisions in the Permitted Subordinated Indebtedness or any other instrument
required under any provision of this Agreement to be subordinated to the Obligations shall cease to
be enforceable against the holder thereof; or




     8.13 Default Under or Termination of Project Documents.



     Except in connection with a refinancing, repayment or defeasance thereof as permitted by the
Loan Documents, any of the Project Documents shall terminate or be terminated or canceled or deemed
invalid prior to its stated expiration date or fail to be in full force and effect, or the Company
or any of its Subsidiaries or any counterparty thereto shall be in default (after the giving of any
applicable notice and the expiration of any applicable grace period) under any such Project
Document (including the Gaming Concession Contract or any Land Concession Contract);
provided that any default by Macau SAR under the Gaming Concession Contract or any Land
Concession Contract shall constitute an Event of Default hereunder only to the extent Macau SAR is
in default under a material obligation thereunder; provided further that a default,
termination, cancellation or invalidity under any Casino Operation Land Concession Contract or any
Project Document that is not a Material Contract pursuant to clause (a) of the definition thereof
shall constitute an Event of Default hereunder only to the extent such default, termination,
cancellation or invalidity, together with all other then current defaults under and terminations of
Project Documents could reasonably be expected to cause a Material Adverse Effect; provided
further that a default, termination, cancellation or invalidity under any Construction
Contract, the Architectural Services Agreement or any Trade Contract shall constitute an Event of
Default hereunder only to the extent such default or termination causes an Event of Default under
the Disbursement Agreement (giving effect to Section 7.1.5 or 7.1.6(a) thereof) to the extent the
Disbursement Agreement remains in effect; provided further, that a termination of
any Project Document (other than a Construction Contract) that is not a Material Contract pursuant
to clause (a) of the definition thereof shall not constitute an Event of Default unless such breach
or default shall continue unremedied for thirty (30) days after notice received by the Company from
the Administrative Agent or the Collateral Agent, and if the Company or the relevant Loan Party
fails to replace such Project Document either within such thirty day period or as follows: (a) if
the breach or default is by a Loan Party and is reasonably susceptible to cure within ninety (90)
days but cannot be cured within such thirty (30) days despite the applicable Loan Party’s good
faith and diligent efforts to do so, the cure period shall be extended as is reasonably necessary
beyond such thirty (30) day period (but in no event longer than ninety (90) days) if remedial
action reasonably likely to result in cure is promptly instituted within such thirty (30) day
period and is thereafter diligently pursued until the breach or default is corrected, and (b) if
the breach is by a party other than a Loan Party, and the Company provides written notice to the
Administrative Agent during such thirty (30) day period that such Loan Party intends to replace
such Project Document and (i) the applicable Loan Party obtains a replacement obligor or obligors
reasonably acceptable to the Administrative Agent for the affected party, (ii) the applicable Loan
Party enters into a replacement Project Document with a counterparty



179









 







reasonably satisfactory to the Administrative Agent and on terms no less beneficial to the
Company, the Loan Parties and the Lenders in any material respect than the Project Document so
terminated within sixty (60) days of such termination, and (iii) such termination, after
considering any replacement counterparty and replacement Project Document and the time required to
implement such replacement, has not had and would not reasonably be expected to have, a Material
Adverse Effect; or



     8.14 Default Under or Termination of Permits.



     A Loan Party shall fail to observe, satisfy or perform, or there shall be a violation or
breach of, any of the terms, provisions, agreements, covenants or conditions attaching to or under
the issuance to such Person of any Permit, (other than a Permit relating solely to a Secondary
Project that is not yet an Active Project, and other than any Permits granted pursuant to the
Gaming Concession Contract or any Land Concession Contract which shall be subject to subsection
8.13 above and subsection 8.18 below) or any such Permit or any provision thereof shall be
terminated, sequestered, suspended or otherwise fail to be in full force and effect and shall not
have been reinstated within 15 Business Days, or any Governmental Instrumentality shall challenge
or seek to revoke any such Permit and shall not rescind such challenge or action with 15 Business
Days if such failure to observe, satisfy or perform or such violation, breach, termination,
sequestration, suspension or failure to be in full force and effect could reasonably be expected to
have a Material Adverse Effect; or



     8.15 Default Under or Repudiation of Sponsor Agreement.



     The Parent shall contest the validity or enforceability of the Sponsor Agreement in writing or
deny in writing that it has any further liability thereunder prior to the Termination Date, or the
Parent shall breach any of its material obligations under the Sponsor Agreement (subject to the
applicable grace periods contained therein) or any of the representations made by the Parent
pursuant to the Sponsor Agreement shall have been untrue at the time made; or



     8.16 Conforming Adelson L/C.



     Except as released as permitted under subsections 2.4B(iii)(h) and subsection 7.13, any
Conforming Adelson L/C shall cease to be in full force and effect at any time prior to twenty-four
months from and after the date of its delivery to the Administrative Agent other than following a
drawing in full by the Administrative Agent or, if permitted under the definition of Conforming
Adelson L/C Draw Event, the replacement of such Conforming Adelson L/C with a common equity
contribution in the Company in the amount of the Conforming Adelson L/C; or



     8.17 Expropriation; Change in Law.



     There shall have occurred (i) any imposition of expropriatory or confiscatory taxes, or any
nationalization, expropriation, modification, suspension, confiscation (except routine actions for
rights-of-way and similar actions that do not and are not reasonably expected to materially
interfere with the construction or operation of any Project) of the ownership or control of all of
any material part of any Project (other than a Secondary Project that has not yet become an Active
Project) or any Site on which such Project is situated or any material equity interests in the
Company, the Cotai Subsidiary, the Borrower or any other Loan Party that owns, operates or



180









 







manages all or any portion of a Project, including any seizure, dissolution, redemption or
rescission pursuant to Chapter V of Law No 16/2001, or (ii) the change in any tax law or imposition
of any income or other tax by the government of Macau SAR on the operations of the Loan Parties,
that could reasonably be expected, in the judgment of the Requisite Lenders, as evidenced in a
notice provided by them to the Administrative Agent and the Company, to have a Material Adverse
Effect, or (iii) an extinguishment of any material rights benefiting, or imposition of any
restrictions affecting, or change in any Legal Requirement of Macau SAR governing, affecting or
impacting, the Gaming Concession Contract or any Land Concession Contract, any of the Loan Parties
or any of the Projects (other than a Secondary Project that has not yet become an Active Project)
that would reasonably be expected to deprive the Lenders of any of their material rights or
remedies in respect of this Agreement or the other Loan Documents (including rights under the
security interests granted by or pursuant to this Agreement or the Collateral Documents or the
Assignment of Reinsurances), or (iv) any governmental act or series of acts or change in any Legal
Requirement of Macau SAR or delivery of any official governmental notice which (a) adversely
affects, is inconsistent with, or challenges, the independence of the Gaming Sub-Concession
Contract from the Primary Gaming Concession Contract (including the termination or revision of the
Supplement to Gaming Sub-Concession Contract), or (b) could reasonably be expected, in the judgment
of the Requisite Lenders, as evidenced in a notice provided by them to the Administrative Agent and
the Company, to have a Material Adverse Effect; or



     8.18 Loss of Concessions.



     (i) Any replacement or reinstatement of the Company, or any unilateral discharge of the Gaming
Sub-Concession Contract, or any temporary administrative intervention, is made by Macau SAR
pursuant to Article 79 of the Gaming Sub-Concession Contract;



     (ii) Macau SAR takes any formal measure seeking the unilateral dissolution of the Gaming
Sub-Concession Contract pursuant to Article 80 thereof or otherwise or Macau SAR gives notice
pursuant to Article 80(3) of the Gaming Sub-Concession Contract;



     (iii) the Administrative Agent considers the subject matter of any negotiations required to be
notified to it pursuant to subsection 6.1(xx)(d) is such as could reasonably be expected to cause
an entitlement of Macau SAR to unilaterally dissolve the Gaming Sub-Concession Contract pursuant to
Article 80 thereof;



     (iv) any consultations are commenced as contemplated by paragraph A2 of the Gaming Concession
Consent and the Administrative Agent has reasonably determined that the likely result of such
consultations will be (a) the taking of action to terminate the Gaming Sub-Concession Contract or
(b) an agreement to terminate the Gaming Sub-Concession Contract;



     (v) any Land Concession Contract is forfeited, terminated or rescinded or Macau SAR takes any
formal measure seeking any forfeiture, termination or rescission of any Land Concession Contract
(other than a Casino Operation Land Concession Contract, unless the forfeiture, termination or
rescission thereof could reasonably be expected to give rise to a Material Adverse Effect);



181









 





     (vi) any transfer of equity interests in the Company is made or deemed made without approval
of the government of Macau SAR as required by Article 16 of the Gaming Sub-Concession Contract;



     (vii) Macau SAR gives any notice pursuant to paragraph C7 of the Land Concession Consent
relating to the Sands Macao Land Concession Contract, or any analogous provision contained in any
other Land Concession Consent (other than a Land Concession Consent related to Casino Operation
Land Concession Contract, unless the giving of such notice and any related actions of Macau SAR
could reasonably be expected to give rise to a Material Adverse Effect), provided that any
such notice by Macau SAR shall not constitute an Event of Default under this clause (vii) if: (A)
at the time such notice is given by Macau SAR, the Company or other applicable Loan Party is
entitled to a cure or grace period with respect to the default that Macau SAR has notified the
Collateral Agent of; (B) such default is reasonably susceptible of cure by the Company or such
other applicable Loan Party within the shorter of (x) the designated cure or grace period and (y)
30 days from the date the Collateral Agent receives such notice from Macau SAR; (C) the Company or
such other applicable Loan Party is actively pursuing such cure; and (D) such default has been
cured by the Company or such other applicable Loan Party within the period referred to in clause
(B) above, provided, further, that, notwithstanding the foregoing, an Event of
Default shall have occurred under this clause (vii) upon the giving of such notice by Macau SAR to
the Collateral Trustee if the effect of the preceding proviso would materially adversely effect the
Collateral Trustee’s rights under any Land Concession Consent or would cause the Collateral Agent
to be unable to fulfill its obligations under such Land Concession Consent or if the occurrence of
an Event of Default is necessary in order for the Collateral Trustee to take advantage of its cure
rights set forth in any Land Concession Consent; or



     (viii) the Gaming Sub-Concession Contract shall no longer be in full force and effect
(including the Supplement to Gaming Sub-Concession Contract), or shall be forfeited, terminated,
rescinded, cancelled or deemed invalid, or any formal measure shall be commenced seeking to claim
the same;


provided, (A) in the case of clause (ii), to the extent Macau SAR designates any cure or
grace period in connection with any such notice, or (B) in the case of clause (vi), to the extent
Macau SAR designates any cure or grace period in connection with any such event or action, or (C)
in the case of clause (v) or (viii), to the extent a formal measure under such clause is comprised
of a notice from Macau SAR to a Loan Party that specifically provides for a cure or grace period in
connection therewith, or if the Company or other applicable Loan Party, in the case of each of
clause (A),(B) and (C), is entitled to a grace or cure period by contract or operation of law, no
Event of Default shall be deemed to have occurred under any of the clauses of this subsection 8.18
referred to in clause (A), (B) or (C) due to such circumstances until such cure or grace period has
expired (if and for so long as (a) the circumstance, event or action giving rise to any action or
event enumerated in any such clause of this subsection 8.18 is reasonably susceptible to cure by
the Company within the designated cure or grace period, (b) the Company provides prompt notice to
the Administrative Agent that it intends to cure such event or action and provides reasonably
detailed information regarding the specific nature of such intended cure, and (c) the Company is
actively pursuing such cure); or




     8.19 Loss of Performance Bond or Guaranty.



182









 





     Any loss, termination (other than in accordance with its terms), suspension, revocation,
cancellation or invalidation of a guaranty or equivalent agreement or instrument (including,
without limitation, the Gaming Concession Guaranty and each Land Concession Guaranty) in favor of
Macau SAR in support of the obligations of any Loan Party, in each case without replacement thereof
within 60 days on terms, with a counterparty, and pursuant to documentation, reasonably
satisfactory in form and substance to the Administrative Agent (provided that such 30-day
period shall be deemed to terminate immediately upon the occurrence of (a) any loss or revocation
of the Gaming Sub-Concession Contract or any Land Concession Contract, or (b) a Material Adverse
Effect that remains uncured for a period of 30 days, in each case caused by or arising out of such
loss, termination, suspension, revocation, cancellation, invalidation or modification), or any call
or drawing made by the Macau SAR under any such guaranty or equivalent agreement or instrument.


THEN (i) upon the occurrence of any Event of Default, the Administrative Agent may (or may cause
the Collateral Agent to), or at the request of the Requisite Lenders shall, deliver a written
notice to the Borrower stating that an Event of Default has occurred and, as of the date of such
notice, is continuing (an “Enforcement Notice”), (ii) upon the occurrence of any Event of Default
described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest
on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all
Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit
shall have presented, or shall be entitled at such time to present, the drafts or other documents
or certificates required to draw under such Letter of Credit), and (c) all other Obligations shall
automatically become immediately due and payable, without presentment, demand, protest or other
requirements of any kind, all of which are hereby expressly waived by the Borrower, and the
obligation of each Lender to make any Loan, the obligation of the Administrative Agent to issue any
Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall
thereupon terminate, and (iii) upon the occurrence and during the continuation of any Event of
Default not referenced in clause (ii), the Administrative Agent shall, upon the written request or
with the written consent of Requisite Lenders, by written notice to the Borrower, declare all or
any portion of the amounts described in clauses (a), (b) and (c) above to be, and the same shall
forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan,
the obligation of the Administrative Agent to issue any Letter of Credit and the right of any
Lender to issue any Letter of Credit hereunder shall thereupon terminate; provided that the
foregoing shall not affect in any way the obligations of Lenders under subsection 3.3C(i).




     Any amounts described in clause (b) above, when received by the Administrative Agent, shall be
held by the Administrative Agent pursuant to a cash collateral arrangement reasonably satisfactory
to the Administrative Agent. Notwithstanding anything contained in the preceding paragraph, if at
any time within 60 days after an acceleration of the Loans pursuant to clause (ii) of such
paragraph the Borrower shall pay all arrears of interest and all payments on account of principal
which shall have become due otherwise than as a result of such acceleration (with interest on
principal and, to the extent permitted by law, on overdue interest, at the rates specified in this
Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the
principal of and accrued interest on the Loans, in each case which is due and payable solely by
virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then Requisite
Lenders, by written notice to the Borrower, may at their option



183









 







rescind and
annul such acceleration and its consequences; but such action shall not affect any subsequent
Event of Default or Potential Event of Default or impair any right consequent thereon. The
provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at
the election of Requisite Lenders and are not intended, directly or indirectly, to benefit the
Borrower, and such provisions shall not at any time be construed so as to grant the Borrower the
right to require Lenders to rescind or annul any acceleration hereunder or to preclude
Administrative Agent or Lenders from exercising any of the rights or remedies available to them
under any of the Loan Documents, even if the conditions set forth in this paragraph are met.



     Section 9. Agents and Arrangers.



     9.1 Appointment.



     A. Appointment of the Administrative Agent. Scotia Capital is hereby appointed
Administrative Agent hereunder and under the other Loan Documents and each Lender hereby authorizes
the Administrative Agent to act as its agent in accordance with the terms of this Agreement and the
other Loan Documents. The Administrative Agent agrees to act upon the express conditions contained
in this Agreement and the other Loan Documents, as applicable. The provisions of this Section 9
(other than the second proviso to the first sentence of subsection 9.6, the second sentence of
subsection 9.5, and the proviso clause of the last sentence of subsection 9.7) are solely for the
benefit of the Administrative Agent and the Lenders; the Borrower shall have no rights as a third
party beneficiary of any of the provisions thereof. In performing its functions and duties under
this Agreement, the Administrative Agent shall act solely as an agent of the Lenders and does not
assume and shall not be deemed to have assumed any obligation towards or relationship of agency or
trust with or for the Company or any of its Subsidiaries.



     B. Appointment of Collateral Agent. Simultaneously herewith, the Administrative Agent
is entering into the Collateral Agency Agreement, whereby the Collateral Agent will be appointed to
act on behalf of the Administrative Agent and the Lenders solely with respect to the Collateral.
Each Lender hereby authorizes the Administrative Agent, on behalf of and for the benefit of
Lenders, to enter into the Collateral Agency Agreement, and each Lender agrees to be bound by the
terms of the Collateral Agency Agreement.



     Upon execution of the Collateral Agency Agreement, (i) each and every right, power, privilege
or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised
by or vested in or conveyed to the Administrative Agent with respect to the Collateral shall be
exercisable by and vest in the Collateral Agent to the extent, and only to the extent, necessary to
enable the Collateral Agent to exercise such rights, powers and privileges with respect to such
Collateral and to perform such duties with respect to such Collateral, and every covenant and
obligation contained in the Loan Documents and necessary to the exercise or performance thereof by
the Collateral Agent shall run to and be enforceable by either the Administrative Agent or the
Collateral Agent, and (ii) the provisions of this Section 9 and of subsections 10.2 and 10.3 that
refer to the Administrative Agent shall inure to the benefit of the Collateral Agent and all
references therein to the Administrative Agent shall be deemed to be references to the
Administrative Agent and/or the Collateral Agent, as the context may require.



184









 





     Should any instrument in writing from the Borrower or any other Loan Party be required by the
Collateral Agent for more fully and certainly vesting in and confirming to it such rights, powers,
privileges and duties, the Borrower shall, or shall cause such Loan Party to, execute, acknowledge
and deliver any and all such instruments promptly upon request by such Collateral Agent or the
Administrative Agent. In case any Collateral Agent, or a successor thereto, shall resign or be
removed, all the rights, powers, privileges and duties of such Collateral Agent, to the extent
permitted by law, shall vest in and be exercised by the Administrative Agent until the appointment
of a new Collateral Agent.



     9.2 Powers and Duties; General Immunity.



     A. Powers; Duties Specified. Each Lender irrevocably authorizes Administrative Agent
to take such action on such Lender’s behalf and to exercise such powers, rights and remedies
hereunder and under the other Loan Documents as are specifically delegated or granted to the
Administrative Agent by the terms hereof and thereof, together with such powers, rights and
remedies as are reasonably incidental thereto. The Administrative Agent shall have only those
duties and responsibilities that are expressly specified in this Agreement and the other Loan
Documents. The Administrative Agent may exercise such powers, rights and remedies and perform such
duties by or through its agents or employees. The Administrative Agent shall not have, by reason
of this Agreement or any of the other Loan Documents, a fiduciary relationship in respect of any
Lender; and nothing in this Agreement or any of the other Loan Documents, expressed or implied, is
intended to or shall be so construed as to impose upon the Administrative Agent any obligations in
respect of this Agreement or any of the other Loan Documents except as expressly set forth herein
or therein.



     B. No Responsibility for Certain Matters. The Administrative Agent shall not be
responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability,
collectibility or sufficiency of this Agreement or any other Loan Document or for any
representations, warranties, recitals or statements made herein or therein or made in any written
or oral statements or in any financial or other statements, instruments, reports or certificates or
any other documents furnished or made by the Administrative Agent to Lenders or by or on behalf of
the Borrower, any Lender or any person providing the Settlement Service to the Administrative Agent
or any Lender in connection with the Loan Documents and the transactions contemplated thereby or
for the financial condition or business affairs of the Borrower or any other Person liable for the
payment of any Obligations, nor shall the Administrative Agent be required to ascertain or inquire
as to the performance or observance of any of the terms, conditions, provisions, covenants or
agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or
the use of the Letters of Credit or as to the existence or possible existence of any Event of
Default or Potential Event of Default. Anything contained in this Agreement to the contrary
notwithstanding, the Administrative Agent shall not have any liability arising from confirmations
of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof.



     C. Exculpatory Provisions. Neither the Administrative Agent nor any of its officers,
directors, employees or agents shall be liable to Lenders for any action taken or omitted by the
Administrative Agent under or in connection with any of the Loan Documents except to the extent
caused by the Administrative Agent’s gross negligence or willful misconduct. The



185









 







Administrative Agent shall be entitled to refrain from any act or the taking of any action
(including the failure to take an action) in connection with this Agreement or any of the other
Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or
thereunder unless and until the Administrative Agent shall have received instructions in respect
thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions
under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other
Lenders, as the case may be), the Administrative Agent shall be entitled to act or (where so
instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance
with such instructions. Without prejudice to the generality of the foregoing, (i) the
Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any
communication, instrument or document believed by it to be genuine and correct and to have been
signed or sent by the proper Person or Persons, including any Settlement Confirmation or other
communication issued by any Settlement Service, and shall be entitled to rely and shall be
protected in relying on opinions and judgments of attorneys (who may be attorneys for the Company
and its Subsidiaries), accountants, experts and other professional advisors selected by it; and
(ii) no Lender shall have any right of action whatsoever against the Administrative Agent as a
result of the Administrative Agent acting or (where so instructed) refraining from acting under
this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite
Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6).



     D. Administrative Agent Entitled to Act as Lender. The agency hereby created shall in
no way impair or affect any of the rights and powers of, or impose any duties or obligations upon,
the Administrative Agent in its individual capacity as a Lender hereunder. With respect to its
participation in the Loans and the Letters of Credit, the Administrative Agent shall have the same
rights and powers hereunder as any other Lender and may exercise the same as though it were not
performing the duties and functions delegated to it hereunder, and the term “Lender” or “Lenders”
or any similar term shall, unless the context clearly otherwise indicates, include the
Administrative Agent in its individual capacity. The Administrative Agent and its Affiliates may
accept deposits from, lend money to and generally engage in any kind of banking, trust, financial
advisory or other business with the Borrower or any of its Affiliates as if it were not performing
the duties specified herein, and may accept fees and other consideration from the Borrower for
services in connection with this Agreement and otherwise without having to account for the same to
Lenders.



     E. Administrative Agent Determinations. To the extent the Administrative Agent is
entitled or required to make any determinations under any intercreditor agreement, the
Administrative Agent shall make such determinations upon the advice of Requisite Lenders.



     F. Delegation of Duties. The Administrative Agent may perform any and all of its
duties and exercise its rights and powers under this Agreement or under any other Loan Document by
or through any one or more sub-agents appointed by the Administrative Agent. The Administrative
Agent and any such sub-agent may perform any and all of its duties and exercise its rights and
powers by or through their respective Affiliates. The exculpatory, indemnification and other
provisions of this subsection 9.2 and of subsection 9.4 shall apply to any Affiliates of the
Administrative Agent and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities as



186









 







the Administrative Agent. All of the rights, benefits, and privileges (including the
exculpatory and indemnification provisions) of this Section 9.2 and of Section 9.4 shall apply to
any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective
activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding
anything herein to the contrary, with respect to each sub-agent appointed by the Administrative
Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to
all such rights, benefits and privileges (including exculpatory rights and rights to
indemnification) and shall have all of the rights and benefits of a third party beneficiary,
including an independent right of action to enforce such rights, benefits and privileges (including
exculpatory rights and rights to indemnification) directly, without the consent or joinder of any
other Person, against any or all of the Loan Parties and the Lenders, (ii) such rights, benefits
and privileges (including exculpatory rights and rights to indemnification) shall not be modified
or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have
obligations to the Administrative Agent and not to any Loan Party, Lender or any other Person and
no Loan Party, Lender or any other Person shall have any rights, directly or indirectly, as a third
party beneficiary or otherwise, against such sub-agent.



     9.3 Representations and Warranties; No Responsibility for Appraisal of Credit
Worthiness.



     Each Lender represents and warrants that it has made its own independent investigation of the
financial condition and affairs of the Company and its Subsidiaries in connection with the making
of the Loans and the issuance of the Letters of Credit hereunder and that it has made and shall
continue to make its own appraisal of the creditworthiness of the Company and its Subsidiaries.
The Administrative Agent shall not have any duty or responsibility, either initially or on a
continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to
provide any Lender with any credit or other information with respect thereto, whether coming into
its possession before the making of the Loans or at any time or times thereafter, and the
Administrative Agent shall not have any responsibility with respect to the accuracy of or the
completeness of any information provided to Lenders.



     9.4 Right to Indemnity.



     Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify Administrative
Agent, to the extent that Administrative Agent shall not have been reimbursed by the Borrower, and
without limiting is obligation to do so, for and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and
disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred
by or asserted against the Administrative Agent in exercising its powers, rights and remedies or
performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as
the Administrative Agent in any way relating to or arising out of this Agreement or the other Loan
Documents; provided that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from Administrative Agent’s gross negligence or willful misconduct. If any
indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the
Administrative Agent, be insufficient or become impaired, the Administrative



187









 







Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified
against until such additional indemnity is furnished.



     9.5 Successor Administrative Agent and Swing Line Lender.



     The Administrative Agent may resign at any time by giving 30 days’ prior written notice
thereof to Lenders and the Borrower, and the Administrative Agent may be removed at any time with
or without cause by an instrument or concurrent instruments in writing delivered to the Borrower
and the Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignation
or any such removal, Requisite Lenders shall have the right, upon five Business Days’ notice to the
Borrower, to appoint a successor Administrative Agent (provided that such successor is or
simultaneously therewith becomes a Lender). Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and
duties of the retiring or removed Administrative Agent and the retiring or removed Administrative
Agent shall be discharged from its duties and obligations under this Agreement. After any retiring
or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the
provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was the Administrative Agent under this Agreement. Any resignation or removal
of Scotia Capital or its successor as Administrative Agent pursuant to this Section shall also
constitute the resignation or removal of Scotia Capital or its successor as Swing Line Lender, and
any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of
such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event
(a) the Borrower shall prepay any outstanding Swing Line Loans made by the retiring or removed
Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring
or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by
it to the Borrower for cancellation, and (c) the Borrower shall issue, if so requested by successor
Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor
Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Sublimit then
in effect and with other appropriate insertions.



     9.6 Collateral Documents and Guaranty.



     Each Lender hereby further authorizes the Collateral Agent, on behalf of and for the benefit
of Lenders, to enter into each Collateral Document, the Assignment of Reinsurances and each
Guaranty as secured party or beneficiary (as applicable), and each Lender agrees to be bound by the
terms of each Collateral Document and Guaranty; provided that the Administrative Agent and
the Collateral Agent shall not (i) enter into or consent to any material amendment, modification,
termination or waiver of any provision contained in any Collateral Document or Guaranty or the
Assignment of Reinsurances, or (ii) release any Collateral (except as otherwise expressly permitted
or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each
case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6,
all Lenders); provided further, however, that, without further written
consent or authorization from Lenders, the Administrative Agent and the Collateral Agent may (and
at the request of a Loan Party shall) execute any documents or instruments necessary to (i) release
any Subsidiary from the Guaranty to the extent the stock of such Restricted Subsidiary



188









 







is sold, transferred or otherwise disposed of in a transaction permitted under this Agreement or
otherwise consented to by the Lenders in accordance with subsection 10.6 and (ii) release any Lien
encumbering any item of Collateral that is the subject of a sale or other disposition of assets
permitted by this Agreement or any other Indebtedness secured by a Permitted Lien or pursuant to
any intercreditor arrangement entered into by the Administrative Agent and an agent or lender under
a FF&E Facility pursuant to the terms hereof or to which the Lenders have otherwise consented in
accordance with subsection 10.6. In addition, in connection with the entering into of any such
intercreditor arrangement between the Administrative Agent and an agent or lender under a FF&E
Facility, the Administrative Agent may, without the consent of the Lenders (other than such
consent, if any, as may otherwise be required to enter into such FF&E Facility or intercreditor
agreement) enter into such modifications to the Collateral Documents as are necessary to grant
Liens on Specified FF&E in favor of the lenders under the relevant FF&E Facility to the extent such
Liens are permitted hereunder, and to otherwise carry out the intent of this Agreement in relation
to such Liens. In connection with any disposition or release of any Collateral pursuant to the
terms of any Loan Document, at the Company’s request and expense, the Collateral Agent shall
(without recourse and without any representation or warranty) execute and deliver to the Company
such documents (including UCC-3 termination statements) as the Company may reasonably request to
evidence or effect such disposition or release. Anything contained in any of the Loan Documents to
the contrary notwithstanding, the Company, the Collateral Agent and each Lender hereby agree that
(X) no Lender shall have any right individually to realize upon any of the Collateral under any
Collateral Document, it being understood and agreed that all powers, rights and remedies under the
Collateral Documents, the Assignment of Reinsurances and each Guaranty may be exercised solely by
the Collateral Agent for the benefit of Lenders in accordance with the terms thereof, and (Y) in
the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or
private sale, the Collateral Agent or any Lender may be the purchaser of any or all of such
Collateral at any such sale and the Collateral Agent, as agent for and representative of Lenders
(but not any Lender or Lenders in its or their respective individual capacities unless Requisite
Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making
settlement or payment of the purchase price for all or any portion of the Collateral sold at any
such public sale, to use and apply any of the Obligations as a credit on account of the purchase
price for any collateral payable by the Collateral Agent at such sale.



     9.7 Intercreditor Agreements and Disbursement Agreement.



     Each Lender hereby further authorizes the Administrative Agent, on behalf of and for the
benefit of Lenders, to enter into the Disbursement Agreement, the Collateral Agency Agreement and
intercreditor agreements with any holders of any secured Indebtedness permitted to be incurred
hereunder or otherwise consented to by the Lenders in accordance with subsection 10.6, and each
Lender agrees to be bound by the terms of the Disbursement Agreement, the Collateral Agency
Agreement and each such intercreditor agreement. Notwithstanding the foregoing, the Administrative
Agent shall not enter into or consent to any amendment, modification, termination or waiver of any
provision contained in the Disbursement Agreement or any such intercreditor agreement without the
prior consent of Requisite Lenders (or, if such amendment, modification, termination or waiver
would result in a change that under subsection 10.6 would require the consent of all Lenders, then
the prior consent of all Lenders); provided that, the Administrative Agent may waive the
conditions in the Disbursement Agreement sections set



189









 







forth on Schedule 9.7, in each case without obtaining the prior consent of Requisite Lenders,
so long as (a) the waiver of such condition could not reasonably be expected, in the reasonable
judgment of the Administrative Agent, to have a materially adverse effect on the Lenders, and (b)
substantially concurrently with the waiver of any such condition, the Administrative Agent shall
deliver a notice to each Lender advising of such waiver and setting forth the specific condition
being waived.



     9.8 Appointment of Arrangers.



     Each of Goldman, Lehman Brothers and Citi is hereby appointed as Arranger hereunder and under
the other Loan Documents and each Lender hereby authorizes such Arranger to act as its agent in
accordance with the terms of this Agreement and the other Loan Documents. Each Arranger agrees to
act upon the express conditions contained in this Agreement and the other Loan Documents, as
applicable. The provisions of this subsection 9.8 are solely for the benefit of the Arrangers and
the Lenders; the Borrower shall have no rights as a third party beneficiary of any of the
provisions thereof. In performing its functions and duties under this Agreement, the Arrangers do
not assume and shall not be deemed to have assumed any obligation towards or relationship of agency
or trust with the Lenders or for the Company or any of its Subsidiaries. Upon the Termination Date
all obligations of the Arrangers hereunder shall terminate.



     9.9 The Co-Syndication Agents.



     Each of Goldman, Lehman Brothers and Citi is hereby appointed as Co-Syndication Agent
hereunder and under the other Loan Documents and each Lender hereby authorizes such Co-Syndication
Agents to act as its agent in accordance with the terms of this Agreement and the other Loan
Documents. Each Syndication Agent agrees to act upon the express conditions contained in this
Agreement and the other Loan Documents, as applicable. The provisions of this subsection 9.9 are
solely for the benefit of the Co-Syndication Agents and the Lenders; the Borrower shall have no
rights as a third party beneficiary of any of the provisions thereof. Each of Goldman, Lehman
Brothers and Citi, in their respective capacity as the Co-Syndication Agents hereunder, shall not
have any right, power, obligation, liability, responsibility or duty under this Agreement (or any
other Loan Document) other than those applicable to it in its capacity as a Co-Syndication Agent
(for so long as it is a Co-Syndication Agent), a Lender (to the extent that it is a Lender
hereunder) and as an Arranger (until such time as the obligations of the Arrangers terminates in
accordance with subsection 9.8). Without limiting the foregoing, each of Goldman, Lehman Brothers
and Citi, in their respective capacity as Co-Syndication Agents, does not assume and shall not be
deemed to have assumed any obligation towards or relationship of agency and trust with the Lenders
or for the Company or any of its Subsidiaries.



     9.10 The Co-Documentation Agents.



     Each of BNU and Sumitomo, in their respective capacity as the Co-Documentation Agents
hereunder, shall not have any right, power, obligation, liability, responsibility or duty under
this Agreement (or any other Loan Document) other than those applicable to it in its capacity as a
Lender (to the extent it is a Lender hereunder). Without limiting the foregoing, each of BNU and
Sumitomo, in their respective capacity as Co-Documentation Agents, does not



190









 







assume and shall not be deemed to have assumed any obligation towards or relationship of
agency and trust with the Lenders or for the Company or any of its Subsidiaries.



     Section 10. Miscellaneous.



     10.1 Assignments and Participations in Loans.




     A. General. Subject to subsection 10.1B, each Lender shall have the right at any time
to (i) sell, assign or transfer to any Eligible Assignee, or (ii) sell participations to any
Eligible Assignee or any other Person (and in the case of any other Person, with the approval of
the Borrower in all or any part of its Commitments or any Loan or Loans made by it or its Letters
of Credit or participations therein or any other interest herein or in any other Obligations owed
to it; provided that no such sale, assignment, transfer or participation shall, without the
consent of the Borrower, require the Borrower to file a registration statement with the Securities
and Exchange Commission or apply to qualify such sale, assignment, transfer or participation under
the securities laws of any state; provided, further that no such sale, assignment
or transfer described in clause (i) above shall be effective unless and until an Assignment
Agreement or Settlement Confirmation effecting such sale, assignment or transfer shall have been
accepted by the Administrative Agent and recorded in the Register as provided in subsection
10.1B(ii) and provided, further that no such sale, assignment, transfer or
participation of any Letter of Credit or any participation therein may be made separately from a
sale, assignment, transfer or participation of a corresponding interest in the Commitment and the
Loans of the Lender effecting such sale, assignment, transfer or participation. Except as
otherwise provided in this subsection 10.1, no Lender shall, as between the Borrower and such
Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment or
transfer of, or any granting of participations in, all or any part of its Commitments or the Loans,
the Letters of Credit or participations therein, or the other Obligations owed to such Lender.



     B. Assignments.




     (i) Amounts and Terms of Assignments. Each Commitment, Loan, Letter of Credit
or participation therein, or other Obligation may in whole or in part (a) be assigned, in
any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender
or an Approved Fund, or may be pledged by a Lender in support of its obligations to such
pledgee (without releasing the pledging Lender from any of its obligations hereunder), or
(b) be assigned in an aggregate amount of not less than $1,000,000 (or such lesser amount
(i) if contemporaneous assignments approved by Administrative Agent in its sole discretion
aggregating not less than $1,000,000 are being made by one or more Eligible Assignees which
are Affiliates or (ii) as shall constitute the aggregate amount of the Commitments, Loans,
Letters of Credit and participations therein, and other obligations of the assigning Lender)
to any Eligible Assignee, in each case, with the giving of notice to the Borrower and the
Administrative Agent and related Approved Funds shall be treated as one assignor or assignee
in determining compliance with such minimum assignment amount; provided that if any
assignment permitted by this clause (b) relates to Revolving Loans, Revolving Loan
Commitments or Term B Delayed Draw Loan Commitments prior to the Term B Delayed Draw Loan
Commitment Termination Date, the assignee shall represent that it has the financial
resources to fulfill



191









 







its commitments hereunder and such assignment is consented to by the Administrative
Agent (in its sole discretion, not to be unreasonably withheld or delayed), and at any time
other than when an Event of Default has occurred and is continuing, such assignee shall be
acceptable to the Borrower, such consent not to be unreasonably withheld or delayed. To the
extent of any such assignment in accordance with either clause (a) or (b) above, the
assigning Lender shall be relieved of its obligations with respect to its Commitments,
Loans, Letters of Credit or participations therein, or other Obligations or the portion
thereof so assigned. The assignor or assignee to each such assignment shall execute and
deliver to the Administrative Agent, for its acceptance and recording in the Register, an
Assignment Agreement, together with a processing and recordation fee of $2,000 in respect of
assignments, and in each case such documentation or other information, if any, with respect
to Included Taxes as the assignee under such Assignment Agreement may be required to deliver
to the Administrative Agent pursuant to subsection 2.7B(iii)(a); provided,
however, only one such fee shall be payable in connection with simultaneous
assignments to or by two or more related Approved Funds, and in the event that the
Administrative Agent, in its sole discretion, determines that the Term B Funded Loans and/or
the Term B Delayed Draw Loans after the Term B Delayed Draw Loan Commitment Termination Date
may be settled through a Settlement Service (defined below) pursuant to subsection 10.1C,
only a written or electronic confirmation of such assignment issued by a Settlement Service
(a “Settlement Confirmation”) shall be delivered with respect to assignments settled through
the Settlement Service. Upon such execution, delivery, acceptance and recordation, from and
after the Assignment Effective Date, (y) the assignee thereunder shall be a party hereto
and, to the extent that rights and obligations hereunder have been assigned to it pursuant
to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder
(provided, that with regard to assignments occurring after the termination of syndication
(as set forth in that certain Engagement Letter, dated as of November 22, 2005, among the
Arrangers and the Company), no assignee, including an assignee that is already a Lender
hereunder at the time of the assignment, shall be entitled to receive any greater amount
pursuant to Section 2.7(B)(ii)(c) hereof with respect to the assigned interest than that to
which the assignor would have been entitled to receive had no such assignment occurred) and
(z) the assigning Lender thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its
rights (other than any rights which survive the termination of this Agreement under
subsection 10.10B) and be released from its obligations under this Agreement (and, in the
case of an Assignment Agreement or, if applicable, Settlement Confirmation covering all or
the remaining portion of an assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto; provided that, anything contained in
any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing
Lender with respect to any outstanding Letters of Credit such Lender shall continue to have
all rights and obligations of an Issuing Lender with respect to such Letters of Credit until
the cancellation or expiration of such Letters of Credit and the reimbursement of any
amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the
Commitment of such assignee and any remaining Commitment of such assigning Lender and, if
any such assignment occurs after the issuance of Notes hereunder, the assigning Lender
shall, upon the effectiveness of such assignment or as



192









 







promptly thereafter as practicable, surrender its applicable Notes to the Administrative Agent for
cancellation, and thereupon new Notes shall be issued to the assignee and to the assigning
Lender, with appropriate insertions, to reflect the new Commitments and/or outstanding
Loans, as the case may be, of the assignee and the assigning Lender.




     (ii) Acceptance by the Administrative Agent; Recordation in Register. Upon its
receipt of (x) an Assignment Agreement executed by an assigning Lender and an assignee
representing that it is an Eligible Assignee, or (y) if applicable, a Settlement
Confirmation representing that the assignee is an Eligible Assignee, together with the
processing and recordation fee referred to in subsection 10.1B(i) if applicable, and any
forms, certificates or other evidence with respect to income tax withholding matters that
such assignee may be required to deliver to the Administrative Agent pursuant to subsection
2.7B(iii)(a), the Administrative Agent shall, if the Administrative Agent has consented to
the assignment evidenced thereby (to the extent such consent is required pursuant to
subsection 10.1B(i)), (a) accept such Assignment Agreement or, if applicable, Settlement
Confirmation by executing a counterpart thereof as provided therein (which acceptance shall
evidence any required consent of the Administrative Agent to such assignment), (b) record
the information contained therein in the Register (on the same Business Day as it is
received if received by 12:00 noon (Eastern time) and on the following Business Day if
received after such time) and (c) give prompt notice thereof to the Borrower. The
Administrative Agent shall maintain a copy of each Assignment Agreement and, if applicable,
Settlement Confirmation delivered to and accepted by it as provided in this subsection
10.1B(ii). The date of such execution of a counterpart or recordation of a transfer shall
be referred to herein as the “Assignment Effective Date.”



     C. Settlement Service Mechanics. The Administrative Agent has the right, but not the
obligation, to effectuate assignments of Term B Funded Loans and/or Term B Delayed Draw Loans on or
after the Term B Delayed Draw Loan Commitment Termination Date via an electronic settlement system
acceptable to the Administrative Agent as designated in writing from time to time to the Lenders by
the Administrative Agent (the “Settlement Service”). At any time when the Administrative Agent
elects, in its sole discretion, to implement such Settlement Service, each such assignment shall be
effected by the assigning Lender and proposed assignee pursuant to the procedures then in effect
under the Settlement Service, which procedures shall be consistent with the other provisions of
this Section 10.1. Each assignor Lender and proposed assignee shall comply with the requirements
of the Settlement Service in connection with effecting any transfer of Loans pursuant to the
Settlement Service. The Administrative Agent’s and the Borrower’s consent shall be deemed to have
been granted to the extent required pursuant to Section 10.1B(i) with respect to any transfer
effected through the Settlement Service. Assignments and assumptions of Term B Funded Loans and/or
Term B Delayed Draw Loans, as the case may be, shall be effected by such manual execution until the
Administrative Agent notifies Lenders of the Settlement Service as set forth herein. Assignments
and assumptions of Revolving Loans, Revolving Loan Commitments, and Term B Delayed Draw Loan
Commitments shall only be effected by manual execution and delivery to the Administrative Agent of
an Assignment Agreement at all times. Assignments made pursuant to the foregoing provision shall
be effective as of the Assignment Effective Date. Notwithstanding anything herein or in any
Assignment Agreement to the contrary and so long as no Potential Event of Default or Event of
Default has occurred and is continuing, payments in



193









 







respect of the settlement of an assignment of any Term B Funded Loans and/or Term B Delayed
Draw Loans, as the case may be, during periods when assignments may be settled through a Settlement
Service (but not any Revolving Loan, Revolving Loan Commitment, or Term B Delayed Draw Loan
Commitment) and with respect to all unpaid interest and commitment fees if any, which have accrued
on such Term B Funded Loans and/or Term B Delayed Draw Loans, as the case may be, whether such
interest and commitment fees accrued before or after the applicable Assignment Effective Date,
shall be made in the manner provided for by the Settlement Service. Any and all fees payable to
the Settlement Service shall be paid by the assigning Lender and/or its assignee which becomes a
Lender hereunder and the Administrative Agent shall have no responsibility whatsoever for payment
thereof.



     D. Participations. The holder of any participation, other than an Affiliate or an
Approved Fund of the Lender granting such participation, shall not be entitled to require such
Lender to take or omit to take any action hereunder except action directly affecting (i) the
extension of the scheduled final maturity date of any Loan allocated to such participation, (ii) a
reduction of the principal amount of or the rate of interest payable on any Loan allocated to such
participation, or (iii) releasing all or substantially all of the Collateral, and all amounts
payable by the Borrower hereunder (including amounts payable to such Lender pursuant to subsections
2.6D and 2.7) shall be determined as if such Lender had not sold such participation. The Borrower
and each Lender hereby acknowledge and agree that, solely for purposes of subsections 10.4 and
10.5, (a) any participation will give rise to a direct obligation of the Borrower to the
participant and (b) the participant shall be considered to be a “Lender”.



     E. Assignments to Federal Reserve Banks and Trustees. In addition to the assignments
and participations permitted under the foregoing provisions of this subsection 10.1, (i) any Lender
may assign and pledge all or any portion of its Loans, the other Obligations owed to such Lender,
and its Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A of the
Board of Governors of the Federal Reserve System and any operating circular issued by such Federal
Reserve Bank or (ii) any Lender may pledge all or any portion of its Loans, Commitments, the other
Obligations owed to such Lender, and its Notes, to its creditors or to its trustee (solely in its
capacity as trustee) or other representative in support of its obligations to such creditor or
trustee; provided that (i) no Lender shall, as between the Borrower and such Lender, be
relieved of any of its obligations hereunder as a result of any such assignment and pledge and (ii)
in no event shall such Federal Reserve Bank or such creditor or trustee be considered to be a
“Lender” or be entitled to require the assigning Lender to take or omit to take any action
hereunder.



     F. Information. Each Lender may furnish any information concerning the Company and
its Subsidiaries in the possession of that Lender from time to time to assignees and participants
(including prospective assignees and participants), subject to subsection 10.20.



     G. Representations of Lenders. Each Lender listed on the signature pages hereof or
succeeding to an interest in the Commitments and Loans, as the case may be, hereby represents and
warrants as of the Closing Date, or as of the applicable Assignment Effective Date, or as of the
date of the Joinder Agreement pursuant to which such Lender becomes a Lender hereunder that (i) it
is an Eligible Assignee described in clause (a) of the definition thereof and is not a Person
excluded from such definition pursuant to the proviso to such definition; (ii) it has



194









 







experience and expertise in the making of and/or investing in loans such as the Loans; and
(iii) it will make its Loans for its own account in the ordinary course and without a view to
distribution of such Loans within the meaning of the Securities Act or the Exchange Act or other
federal or state securities laws (it being understood that, subject to the provisions of this
subsection 10.1, the disposition of such Loans or any interests therein shall at all times remain
within its exclusive control). Each Lender that becomes a party hereto pursuant to an Assignment
Agreement or, if applicable, a Settlement Confirmation shall be deemed to agree that the
representations and warranties of such Lender contained in Section 2(c) of such Assignment
Agreement or, if applicable, Settlement Confirmation are incorporated herein by this reference.



     H. Subject to Gaming Authorities. Notwithstanding anything to the contrary in this
Section 10.1, the rights of the Lenders to make assignments of, and grant participations in, any or
all of its Commitments or any Loan or Letter of Credit made or issued by it, or any interest
therein, herein or in any other Obligations owed to any such Lender, shall be subject to the
approval of any applicable Gaming Authorities, to the extent required by law and to the extent
failure to obtain such approval could jeopardize the Gaming License or any other gaming licenses of
the Company or any of its parents or Affiliates.



     10.2 Expenses.



     Whether or not the transactions contemplated hereby shall be consummated, the Company agrees
to pay promptly (i) all the actual and reasonable costs and expenses of preparation of the Loan
Documents and any consents, amendments, waivers or other modifications thereto; (ii) all the costs
of furnishing all opinions by counsel for the Loan Parties (including any opinions requested by
Lenders as to any legal matters arising hereunder) and of the Company’s and the Borrower’s
performance of and compliance with all agreements and conditions on its part to be performed or
complied with under this Agreement and the other Loan Documents including with respect to
confirming compliance with environmental, insurance and solvency requirements; (iii) the reasonable
fees, expenses and disbursements of counsel to the Arrangers, the Administrative Agent, the
Collateral Agent, the Disbursement Agent and the Co-Syndication Agents in connection with the
negotiation, preparation, execution and administration of the Loan Documents (subject to the terms
of the separate letter outlining the payment of legal fees and costs and expenses) and the
reasonable legal, engineering and other fees, expenses and disbursements of counsel to the
Administrative Agent, the Collateral Agent and the Disbursement Agent in connection with any
consents, amendments, waivers or other modifications to any Loan Documents (whether or not
effective or executed) and any other documents or matters requested by the Company; (iv) all the
actual costs and reasonable expenses of creating and perfecting Liens in favor of the Collateral
Agent on behalf of Lenders pursuant to any Collateral Document, including filing and recording
fees, expenses and taxes, stamp or documentary taxes, search fees, and reasonable fees, expenses
and disbursements of counsel to the Agents and of counsel providing any opinions that the
Administrative Agent, Collateral Agent or Requisite Lenders may request in respect of the
Collateral Documents or the Liens created pursuant thereto; (v) all the actual costs and reasonable
expenses (including the reasonable fees, expenses and disbursements of any auditors, accountants or
appraisers and any environmental or other consultants, advisors and agents employed or retained by
the Administrative Agent, Collateral Agent, Disbursement Agent or their respective counsel) of
obtaining and reviewing any appraisals provided for under any Loan Documents, any



195









 







environmental audits or reports provided for under subsection 6.7D; (vi) the custody or
preservation of any of the Collateral; (vii) all other actual and reasonable costs and expenses
incurred by the Agents in connection with the syndication of the Commitments and the negotiation,
preparation and execution of the Loan Documents and any consents, amendments, waivers or other
modifications thereto and the transactions contemplated thereby; and (viii) after the occurrence of
an Event of Default, all costs and expenses, including reasonable attorneys’ fees and costs of
settlement, incurred by the Agents and the Lenders in enforcing any Obligations of or in collecting
any payments due from any Loan Party hereunder or under the other Loan Documents by reason of such
Event of Default (including in connection with the sale of, collection from, or other realization
upon any of the Collateral or the enforcement of any Loan Document) or in connection with any
refinancing or restructuring of the credit arrangements provided under this Agreement in the nature
of a “work-out” or pursuant to any insolvency or bankruptcy proceedings.



     10.3 Indemnity.



     In addition to the payment of expenses pursuant to subsection 10.2, whether or not the
transactions contemplated hereby shall be consummated, each of the Company and the Borrower agrees
to defend (subject to the Company’s selection of counsel with the consent of the Indemnitee, which
shall not be unreasonably withheld), indemnify, pay and hold harmless the Administrative Agent, the
Collateral Agent, the Disbursement Agent, the Co-Syndication Agents, the Co-Documentation Agents,
the Arrangers and Lenders and the officers, directors, employees, agents, sub-agents, trustees,
advisors and affiliates of the Administrative Agent, the Collateral Agent, the Disbursement Agent,
the Co-Syndication Agents, the Co-Documentation Agents, the Arrangers and Lenders (collectively
called the “Indemnitees”), from and against any and all Indemnified Liabilities (as hereinafter
defined); provided that each of the Company and the Borrower shall not have any obligation
to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such
Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that
Indemnitee as determined by a final judgment of a court of competent jurisdiction (but this
provisions shall not limit, negate or impair in any way the obligations of any Loan Party to all
other Indemnitees); provided further that in no event shall any Loan Party make any
claim against any Indemnitee for any special, indirect, consequential or punitive damages in
connection with, arising out of or in any way related to the transactions contemplated hereby or
under the other Loan Documents.



     As used herein, “Indemnified Liabilities” means, collectively, any and all liabilities,
obligations, losses, damages (including natural resource damages), penalties, actions, judgments,
suits, claims (including Environmental Claims), costs (including the costs of any investigation,
study, sampling, testing, abatement, cleanup, removal, remediation or other response action
necessary to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and
disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of
counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding
commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a
party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing
this indemnity), whether direct, indirect or consequential and whether based on any federal, state
or foreign laws, statutes, rules or regulations (including securities and commercial laws,
statutes, rules or regulations and Environmental Laws), on



196









 







common law or equitable cause or on contract or otherwise, that may be imposed on, incurred
by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) any
Operative Documents or the transactions contemplated hereby or thereby (including Lenders’
agreement to make the Loans hereunder or the use or intended use of the proceeds thereof or the use
or intended use of any thereof, or any enforcement of any of the Loan Documents (including any sale
of, collection from, or other realization upon any of the Collateral or the enforcement of the
Guaranty), (ii) the statements contained in the engagement or commitment letter delivered by any
Lender to the Borrower or the Company with respect thereto, or (iii) any Environmental Claim or any
Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or
present activity, operation, land ownership, or practice of the Company or any of its Subsidiaries.



     To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in
this subsection 10.3 may be unenforceable in whole or in part because they are violative of any law
or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and
satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities
incurred by Indemnitees or any of them.



     10.4 Set-Off; Security Interest in Deposit Accounts.



     In addition to any rights now or hereafter granted under applicable law and not by way of
limitation of any such rights, upon the occurrence and during the continuance of any Event of
Default each Lender is hereby authorized by the Borrower at any time or from time to time, without
notice to the Borrower or to any other Person, any such notice being hereby expressly waived, to
set off and to appropriate and to apply any and all deposits (general or special, including
Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including
trust accounts or the Excluded Bank Accounts and any other Indebtedness at any time held or owing
by that Lender to or for the credit or the account of the Borrower against and on account of the
obligations and liabilities of the Borrower to that Lender under this Agreement, the Letters of
Credit and participations therein and the other Loan Documents, including all claims of any nature
or description arising out of or connected with this Agreement, the Letters of Credit and
participations therein or any other Loan Document, irrespective of whether or not (i) that Lender
shall have made any demand hereunder or (ii) the principal of or the interest on the Loans or any
amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become
due and payable pursuant to Section 8 and although said obligations and liabilities, or any of
them, may be contingent or unmatured. The Borrower hereby further grants to the Collateral Agent
and each Lender a security interest in all deposits and accounts (other than any trust accounts or
the Excluded Bank Accounts) maintained with the Collateral Agent or such Lender as security for the
Obligations.



     10.5 Ratable Sharing.



     The Lenders hereby agree among themselves that if any of them shall, whether by voluntary
payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms
of this Agreement), by realization upon security, through the exercise of any right of set-off or
banker’s Lien, by counterclaim or cross action or by the enforcement of any right under the Loan
Documents or otherwise, or as adequate protection of a deposit treated as cash



197









 







collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the
aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and
other amounts then due and owing to that Lender hereunder or under the other Loan Documents
(collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion
received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the
Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and
each other Lender of the receipt of such payment and (ii) apply a portion of such payment to
purchase participations (which it shall be deemed to have purchased from each seller of a
participation simultaneously upon the receipt by such seller of its portion of such payment) in the
Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due
shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided
that if all or part of such proportionately greater payment received by such purchasing Lender is
thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or
otherwise, those purchases shall be rescinded and the purchase prices paid for such participations
shall be returned to such purchasing Lender ratably to the extent of such recovery, but without
interest. The Borrower expressly consents to the foregoing arrangement and agree that any holder
of a participation so purchased may exercise any and all rights of banker’s Lien, set-off or
counterclaim with respect to any and all monies owing by the Borrower to that holder with respect
thereto as fully as if that holder were owed the amount of the participation held by that holder.



     10.6 Amendments and Waivers.



     A. No amendment, modification, termination or waiver of any provision of this Agreement or of
the Notes or other Loan Documents (other than the Consents), and no consent to any departure by the
Loan Parties therefrom, shall in any event be effective without the written concurrence of
Requisite Lenders (or the Co-Syndication Agents or the Administrative Agent only if this Agreement
or such Loan Document expressly so provides); provided:




     (i) that no amendment, modification, termination, waiver or consent shall, unless
approved in writing and signed by the Borrower, the Company and all the Lenders, do any of
the following: reduce or forgive the principal of, or interest on, the Loans or any fees
hereunder (other than any waiver of any increase in the interest rate applicable to any of
the Loans pursuant to subsection 2.2E); unless expressly permitted by any Loan Document,
permit any Loan Party to assign or delegate any of its rights or Obligations under the Loan
Documents (other than the Gaming Concession Consent and any Land Concession Consents, the
assignment or delegation of rights under which are governed by the provisions of subsection
7.13E); change in any manner the definition of “Pro Rata Share” or the definition of
“Requisite Lenders” (it being understood that, with the consent of Requisite Lenders,
additional extensions of credit pursuant to this Agreement may be included in “Pro Rata
Share” and “Requisite Lenders” on substantially the same terms as the Term Loan Commitments
and the Term Loans and the Revolving Loan Commitments and the Revolving Loans); change in
any manner any provision of this Agreement which, by its terms, expressly requires the
approval or concurrence of all Lenders; postpone any date fixed for the payment in respect
of principal of, or interest on, the Loans or any fees hereunder; release any Lien granted
in favor of the Collateral Agent with respect to 25% or more in fair market value of the
Collateral other than in accordance with the terms of



198









 







the Loan Documents (it being understood that the granting of additional Liens on
Collateral is not a release of a Lien on such Collateral); release any Guarantor from its
obligations under the Guaranty, other than in accordance with the terms of the Loan
Documents; or change in any manner the provisions contained in subsections 9.1, 10.5, 10.6
or 2.4C(iii) (provided, that with respect to subsection 2.4C(iii), only the consent
of each Lender adversely affected thereby shall be required).




     (ii) that no amendment, modification, termination, waiver or consent shall, unless
approved in writing and signed by the Borrower and the Requisite Class Lenders of each
Class, do any of the following: alter the required application of any repayments or
prepayments as between Facilities pursuant to Section 2.4 without the consent of the
Requisite Class Lenders of each Facility which is being allocated a lesser repayment or
prepayment as a result thereof (provided, the Requisite Lenders may waive, in whole
or in part, any prepayment so long as the application, as between Facilities, of any portion
of such prepayment which is still required to be made is not altered); or amend the
definition of “Requisite Class Lenders” (provided, with the consent of the Requisite
Lenders, additional extensions of credit pursuant hereto may be included in the
determination of such “Requisite Class Lenders” on substantially the same basis as the Term
Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are
included on the Closing Date);




     (iii) that any such amendment, modification, termination, waiver or consent which
increases the amount of the Commitment for any Lender shall be effective only if evidenced
by a writing signed by or on behalf of such Lender;




     (iv) that any release of Liens on Collateral granted to the Collateral Agent with
respect to less than 25% in fair market value of the Collateral shall only require the
consent of the Requisite Lenders and the Collateral Agent; and




     (v) that no amendment, modification, termination, waiver or consent shall, unless
approved in writing and signed by the Borrower and the Requisite Sub-Class Lenders of each
Sub-Class, do any of the following: alter the required application of any repayments or
prepayments as between Sub-Classes pursuant to Section 2.4 without the consent of the
Requisite Sub-Class Lenders of each Sub-Class which is being allocated a lesser repayment or
prepayment as a result thereof (provided, the Requisite Lenders may amend, modify,
terminate or waive, or consent to any departure from, in whole or in part, any prepayment so
long as the application, as between Sub-Classes, of any portion of such prepayment which is
still required to be made is not altered in a manner adverse to any Sub-Class); or amend the
definition of “Requisite Sub-Class Lenders” (provided, with the consent of the
Requisite Lenders, additional extensions of credit pursuant hereto may be included in the
determination of such “Requisite Sub-Class Lenders” on substantially the same basis as the
Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans, as
applicable, are included on the Closing Date).



     B. In addition, (i) any amendment, modification, termination or waiver of any of the
provisions contained in Section 4 shall be effective only if evidenced by a writing signed by or



199









 







on behalf of the Administrative Agent and Requisite Lenders, (ii) no amendment, modification,
termination or waiver of any provision of any Note shall be effective without the written
concurrence of the Lender which is the holder of that Note except that to the extent such
amendment, modification, termination or waiver would not otherwise require the consent of all
Lenders, only the holder of such Note or Notes up to the amount constituting Requisite Lenders
shall be required hereunder, (iii) no amendment, modification, termination or waiver of any
provision of Section 9 or of any other provision of this Agreement which, by its terms, expressly
requires the approval or concurrence of the Administrative Agent shall be effective without the
written concurrence of the Administrative Agent, (iv) no amendment, modification, termination or
waiver of any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans shall be
effective without the written concurrence of the Swing Line Lender, and (v) no amendment,
modification, termination or waiver of Section 2.5 as it relates to the requirement to use Loan
proceeds for Non-Casino Project costs shall be effective without the written concurrence of a
majority of the Lenders of the Sub-Class providing such Loans.



     C. Administrative Agent may, but shall have no obligation to, with the concurrence of any
Lender, execute amendments, modifications, waivers or consents on behalf of that Lender. Any
waiver or consent shall be effective only in the specific instance and for the specific purpose for
which it was given. No notice to or demand on the Borrower in any case shall entitle the Borrower
to any other or further notice or demand in similar or other circumstances. Any amendment,
modification, termination, waiver or consent effected in accordance with this subsection 10.6 shall
be binding upon each Lender at the time outstanding, each future Lender and, if signed by the
Borrower, on the Borrower.



     D. Notwithstanding the foregoing, if any Lender does not agree to any amendment hereunder
requiring the consent of all Lenders and consented to by Lenders having or holding at least a
majority of the sum of the aggregate Loans and unused Commitment of all Lenders, then the Borrower
may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in subsection 10.1, including as a condition precedent to such assignment,
(i) Administrative Agent’s consent to the assignee unless not otherwise required by subsection 10.1
and (ii) payment by the Borrower of the registration fee set forth in subsection 10.1B(i), if
applicable), all such Lender’s interests, rights and obligations under this Agreement to an
assignee that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) such Lender shall have received irrevocable
payment in full in cash of an amount equal to the outstanding principal of its Loans, accrued
interest thereon, and accrued fees and all other Obligations and other amounts payable to it
hereunder (including amounts payable pursuant to Section 2.6D) from the assignee or the Borrower
and (ii) such assignment (together with any other assignments pursuant to this Section 10.6D or
otherwise) will result in such amendment being approved.



     10.7 Certain Matters Affecting Lenders.



     (a) If (i) the Nevada Gaming Authority shall determine that any Lender does not meet
suitability standards prescribed under the Nevada Gaming Regulations or (ii) any other gaming
authority with jurisdiction over the gaming business of the Company shall determine that any



200









 







Lender does not meet its suitability standards (in any such case, a “Former Lender”), the
Administrative Agent or the Company shall have the right (but not the duty) to designate bank(s) or
other financial institution(s) (in each case, a “Substitute Lender”) which may be any Lender or
Lenders or any other Eligible Assignee (including an Affiliate of the Company that qualifies as an
Eligible Assignee, and subject to the prohibition on voting rights established in the definition
thereof) that agree to become a Substitute Lender and to assume the rights and obligations of the
Former Lender, subject to receipt by the Administrative Agent of evidence that such Substitute
Lender is an Eligible Assignee. The Substitute Lender shall assume the rights and obligations of
the Former Lender under this Agreement. The Company shall bear the costs and expenses of any
Lender required by any Nevada Gaming Authority to file an application for a finding of suitability
in connection with the investigation of an application by the Company for a license to operate a
gaming establishment, in connection with such application for a finding of suitability.



     (b) Notwithstanding the provisions of subsection 10.7(a) or any other provision hereof, if any
Lender becomes a Former Lender, and if the Administrative Agent or the Company fail to find a
Substitute Lender pursuant to subsection 10.7(a) within any time period specified by the
appropriate gaming authority for the withdrawal of a Former Lender (the “Withdrawal Period”), the
Borrower shall immediately prepay in full the outstanding principal amount of Loans made by such
Former Lender, together with accrued interest thereon to the earlier of (x) the date of payment or
(y) the last day of any Withdrawal Period.



     10.8 Independence of Covenants.



     All covenants hereunder shall be given independent effect so that if a particular action or
condition is not permitted by any of such covenants, the fact that it would be permitted by an
exception to, or would otherwise be within the limitations of, another covenant shall not avoid the
occurrence of an Event of Default or Potential Event of Default if such action is taken or
condition exists.



     10.9 Notices.



     Unless otherwise specifically provided herein, any notice or other communication herein
required or permitted to be given shall be in writing and may be personally served or sent by
telefacsimile or United States mail or courier service and shall be deemed to have been given when
delivered in person or by courier service, upon receipt of telefacsimile or telex, or three
Business Days after depositing it in the United States mail with postage prepaid and properly
addressed; provided that notices to the Administrative Agent shall not be effective until
received; provided further, any such notice or other communication shall at the
request of the Administrative Agent be provided to any sub-agent appointed pursuant to subsection
9.2F hereto as designated by the Administrative Agent from time to time. For the purposes hereof,
the address of each party hereto shall be (i) as to the Borrower, the Administrative Agent or any
Co-Syndication Agent, the Swing Line Lender or the Issuing Lender, set forth under such party’s
name on the signature pages hereof or such other address as shall be designated by such Person in a
written notice delivered to the other parties hereto and (ii) as to each other Lender, such other
address as set forth on Schedule 2.1 or as shall be designated by such party in a written
notice delivered to the Administrative Agent.



201









 





     Any notice given under or in connection with any Loan Document must be in English or
accompanied by an English translation. All other documents provided under or in connection with
any Loan Document must be in English or, if not in English, and if so required by the relevant
Agent, accompanied by a certified English translation and, in this case, except with respect to the
Foreign Security Agreements, the English translation shall prevail unless the document is a
constitutional, statutory or other official document.



     10.10 Survival of Representations, Warranties and Agreements.



     A. All representations, warranties and agreements made herein shall survive the execution and
delivery of this Agreement and the making of the Loans and the issuance of the Letters of Credit
hereunder.



     B. Notwithstanding anything in this Agreement or implied by law to the contrary, the
agreements of the Borrower set forth in subsections 2.6D, 2.7, 3.6, 10.2, 10.3, 10.4, 10.18, 10.19
and 10.24 and the agreements of Lenders set forth in subsections 9.2C, 9.4, 10.5, 10.19 and 10.20
shall survive the payment of the Loans and the reimbursement of any amounts drawn thereunder, and
the termination of this Agreement.



     10.11 Failure or Indulgence Not Waiver; Remedies Cumulative.



     No failure or delay on the part of the Administrative Agent or any Lender in the exercise of
any power, right or privilege hereunder or under any other Loan Document shall impair such power,
right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall
any single or partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other power, right or privilege. All rights and remedies existing under
this Agreement and the other Loan Documents are cumulative to, and not exclusive of, any rights or
remedies otherwise available.



     10.12 Marshalling; Payments Set Aside.



     Neither the Administrative Agent nor any Lender shall be under any obligation to marshal any
assets in favor of the Borrower or any other party or against or in payment of any or all of the
Obligations. To the extent that the Borrower makes a payment or payments to the Administrative
Agent or Lenders (or to the Administrative Agent for the benefit of Lenders), or Administrative
Agent, Collateral Agent or Lenders enforce any security interests or exercise their rights of
setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other
state or federal law, common law or any equitable cause, then, to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies
therefor or related thereto, shall be revived and continued in full force and effect as if such
payment or payments had not been made or such enforcement or setoff had not occurred.



202









 





     10.13 Severability.



     In case any provision in or obligation under this Agreement or the Notes shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the
remaining provisions or obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.



     10.14 Obligations Several; Independent Nature of Lenders’ Rights.



     The obligations of Lenders hereunder are several and no Lender shall be responsible for the
obligations or Commitments or representations of any other Lender hereunder. Nothing contained
herein or in any other Loan Document, and no action taken by Lenders pursuant hereto or thereto,
shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any
other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate
and independent debt, and each Lender shall be entitled to protect and enforce its rights arising
out of this Agreement, subject to the third sentence of subsection 9.6 and it shall not be
necessary for any Lender to be joined as an additional party in any proceeding for such purpose.



     10.15 Headings.



     Section and subsection headings in this Agreement are included herein for convenience of
reference only and shall not constitute a part of this Agreement for any other purpose or be given
any substantive effect.



     10.16 Applicable Law.



     THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES.



     10.17 Successors and Assigns.



     This Agreement shall be binding upon the parties hereto and their respective successors and
assigns and shall inure to the benefit of the parties hereto and the successors and assigns of
Lenders (it being understood that Lenders’ rights of assignment are subject to subsection 10.1).
Neither the Borrower’s rights or obligations hereunder nor any interest therein may be assigned or
delegated by the Borrower without the prior written consent of all Lenders.



     10.18 Consent to Jurisdiction and Service of Process.



     ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE COMPANY OR THE BORROWER ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (OTHER THAN THE CONSENTS), OR ANY OBLIGATIONS
THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE,
COUNTY AND CITY OF



203









 







NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, THE COMPANY AND THE BORROWER, FOR
THEMSELVES AND IN CONNECTION WITH THEIR PROPERTIES, IRREVOCABLY




(I) ACCEPT GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH
COURTS;




(II) WAIVE ANY DEFENSE OF FORUM NON CONVENIENS;




(III) AGREE THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE
BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE BORROWER OR THE COMPANY AT
THEIR RESPECTIVE ADDRESSES PROVIDED IN ACCORDANCE WITH SUBSECTION 10.9 OR TO SUCH PERSON’S
AGENT FOR SERVICE OF PROCESS SET FORTH IN SUBSECTION 4.1Q;




(IV) AGREE THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT TO CONFER PERSONAL
JURISDICTION OVER THE COMPANY AND THE BORROWER IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND
OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT;




(V) AGREE THAT LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR TO BRING PROCEEDINGS AGAINST THE COMPANY OR THE BORROWER IN THE COURTS OF ANY OTHER
JURISDICTION; AND




(VI) AGREE THAT THE PROVISIONS OF THIS SUBSECTION 10.18 RELATING TO JURISDICTION AND VENUE
SHALL BE BINDING AND ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER NEW YORK GENERAL
OBLIGATIONS LAW SECTION 5-1402 OR OTHERWISE.



     10.19 Waiver of Jury Trial.



     EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN
TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this
waiver is intended to be all-encompassing of any and all disputes that may be filed in any court
and that relate to the subject matter of this transaction, including contract claims, tort claims,
breach of duty claims and all other common law and statutory claims. Each party hereto
acknowledges that this waiver is a material inducement to enter into a business relationship, that
each has already relied on this waiver in entering into this Agreement, and that each will continue
to rely on this waiver in their related future dealings. Each party hereto further warrants and
represents that it has reviewed this waiver with its legal counsel and that it knowingly and
voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS
IRREVOCABLE, MEANING



204









 







THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER
SPECIFICALLY REFERRING TO THIS SUBSECTION 10.19 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING
TO THE LOANS MADE HEREUNDER. In the event of litigation, this Agreement may be filed as a written
consent to a trial by the court.



     10.20 Confidentiality.



     Each Lender shall hold all non-public information obtained pursuant to the requirements of
this Agreement in accordance with such Lender’s customary procedures for handling confidential
information of this nature and in accordance with safe and sound banking or investment practices,
it being understood and agreed by the Borrower that in any event a Lender may make disclosures to
Affiliates of such Lender or disclosures reasonably required by any pledgee referred to in
subsection 10.1E, or any bona fide assignee, transferee or participant in connection with the
contemplated assignment or transfer by such Lender of any Loans or any participations therein
(provided that such pledgee, assignee, transferee or participant agrees to also be bound by
this subsection 10.20), or disclosures required or requested by any governmental agency or
representative thereof or pursuant to legal process; provided that, unless specifically
prohibited by applicable law or court order, each Lender shall notify the Borrower of any request
by any Governmental Instrumentality or representative thereof (other than any such request in
connection with any examination of the financial condition of such Lender by such governmental
agency) for disclosure of any such non-public information; and provided, further
that in no event shall any Lender be obligated or required to return any materials furnished by the
Parent or any of its Subsidiaries. For purposes of this paragraph, “non-public information” shall
not include information that is not acquired from the Borrower or any of its Subsidiaries or
Affiliates (or Persons acting on behalf of or retained by the Borrower or any of its Subsidiaries
or Affiliates), Persons retained by or acting on behalf of the Arrangers, Agents and/or Lenders in
connection with this Agreement and the transactions contemplated hereby or Persons known by such
Lender to be under an obligation of confidentiality to the Borrower (it being understood that the
Agents, Arrangers, Lenders and their respective Affiliates shall be under an obligation of
confidentiality).



     10.21 Counterparts; Effectiveness.



     This Agreement and any amendments, waivers, consents or supplements hereto or in connection
herewith may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument; signature pages may be
detached from multiple separate counterparts and attached to a single counterpart so that all
signature pages are physically attached to the same document. This Agreement shall become
effective as of the date hereof.



205









 





     10.22 USA Patriot Act.



     Each Lender hereby notifies the Borrower that pursuant to the requirements of the Patriot Act
it is required to obtain, verify and record information that identifies the Borrower, which
information includes the names and addresses of the Borrower and other information that will allow
such Lender to identify the Borrower in accordance with the Patriot Act.



     10.23 Electronic Execution of Assignments.



     The words “execution,” “signed,” “signature,” and words of like import in any Assignment
Agreement shall be deemed to include electronic signatures or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually
executed signature or the use of a paper-based recordkeeping system, as the case may be, to the
extent and as provided for in any applicable law, including the Federal Electronic Signatures in
Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any
other similar state laws based on the Uniform Electronic Transactions Act.



     10.24 Judgment Currency.



     The obligations of the Borrower hereunder and under the other Loan Documents to make payments
in Dollars or in Macau Patacas, as the case may be (the “Obligation Currency”), shall not be
discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or
converted into any currency other than the Obligation Currency, except to the extent that such
tender or recovery results in the effective receipt by the Administrative Agent or a Lender of the
full amount of the Obligation Currency expressed to be payable to the Administrative Agent or
Lender under this Agreement or the other Loan Documents. If, for the purpose of obtaining or
enforcing judgment against the Borrower or any other Loan Party in any court or in any
jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation
Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount
due in the Obligation Currency, the conversion shall be made, at the equivalent in such Obligation
Currency of such amount (determined by the Administrative Agent pursuant to Section 1.4 using the
applicable Exchange Rate with respect to such Obligation Currency), in each case, as of the date
immediately preceding the day on which the judgment is given (such Business Day being hereinafter
referred to as the “Judgment Currency Conversion Date”).



     If there is a change in the rate of exchange prevailing between the Judgment Currency
Conversion Date and the date of actual payment of the amount due, the Borrower covenants and agrees
to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser
amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange prevailing on the date of payment, will produce the amount of the
Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated
in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency
Conversion Date.



     For purposes of determining the Dollar Equivalent, such amounts shall include any premium and
costs payable in connection with the purchase of the Obligation Currency.



206









 





     10.25 English.



     The English language shall be the only official and recognized language of this Agreement. If
for any reason a translation of this Agreement is required, such translation shall in the event of
any dispute be secondary to the original English version which shall take precedence.




207










 







     10.26 Gaming Authorities.



     The Arrangers, the Administrative Agent and each Lender agree to cooperate with the Macau
Gaming Authority and any other applicable gaming authorities in connection with the administration
of their regulatory jurisdiction over the Company and its Subsidiaries, including to the extent not
inconsistent with the internal policies of such Lender or Issuing Lender and any applicable legal
or regulatory restrictions the provision of such documents or other information as may be requested
by the Macau Gaming Authority or any other gaming authority relating to the Arrangers, the
Administrative Agent or any of the Lenders, or the Company or any of its Subsidiaries, or to the
Loan Documents. Notwithstanding any other provision of the Agreement, the Borrower expressly
authorizes each Agent and Lender to cooperate with the Macau Gaming Authority and such other gaming
authorities as described above.



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



	 	 	 	 	 	 	 
	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 
	 	 	VML US FINANCE LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bradley K. Serwin	 	 
	 

	 	 	 	 

Name:    Bradley K. Serwin
	 	 
	 

	 	 	 	Title:      Secretary and General Counsel	 	 






Notice Address:




VML US Finance LLC

Avenida Xian Xing Hai

Edf. Zhu Kuan, 11th Floor

Block I-K, Nape

Macao SAR




With a copy to

Las Vegas Sands Corp.

3355 Las Vegas Boulevard South

Las Vegas, NV 89109

Attn: General Counsel




208









 





	 	 	 	 	 	 	 
	 	 	VENETIAN MACAU LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bradley K. Serwin	 	 
	 

	 	 	 	 

Name:   Bradley Kessel Serwin
	 	 
	 

	 	 	 	Title:      Authorized Representative	 	 






Notice Address:




VML US Finance LLC

Avenida Xian Xing Hai

Edf. Zhu Kuan, 11th Floor

Block I-K, Nape

Macao SAR




With a copy to

Las Vegas Sands Corp.

3355 Las Vegas Boulevard South

Las Vegas, NV 89109

Attn: General Counsel




209









 





LENDERS:




	 	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA,	 	 
	 	 	as Swing Line Lender, Issuing Lender, a Lender and the
Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Chris Osborn	 	 
	 

	 	 	 	 

Name:   Chris Osborn
	 	 
	 

	 	 	 	Title:     Managing Director	 	 






	 	 	 	 	 
	 	 	Notice Address:
	 
	 	 	 	 
	 

	 	 	 	The Bank of Nova Scotia
	 

	 	 	 	580 California Street, Suite 2100
	 

	 	 	 	San Francisco, California 94104
	 

	 	 	 	Attention: Alan Pendergast
	 

	 	 	 	Telefax: (415) 397-0791
	 
	 	 	 	 
	 	 	With copy to:
	 

	 	 	 	The Bank of Nova Scotia
	 

	 	 	 	600 Peachtree Street, N.E.
	 

	 	 	 	Atlanta, Georgia 30308
	 

	 	 	 	Attention: Hilma Gabbidon/Vicki Gibson
	 

	 	 	 	Telefax: (404) 888-8998






210









 






	 	 	 	 	 	 	 
	 	 	GOLDMAN SACHS CREDIT PARTNERS L.P.,	 	 
	 	 	as a Lender, an Arranger and a Co-Syndication Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	          /s/ William W. Archer	 	 
	 

	 	 	 	 

          Name: William W. Archer
	 	 
	 

	 	 	 	          Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	Notice Address:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Goldman Sachs Credit Partners L.P.	 	 
	 

	 	 	 	c/o Goldman, Sachs & Co.	 	 
	 

	 	 	 	85 Broad Street	 	 
	 

	 	 	 	New York, New York 10004	 	 
	 

	 	 	 	Attention:      Elizabeth Fischer	 	 
	 

	 	 	 	Telephone:      (212) 902-1021	 	 
	 

	 	 	 	Facsimile:      (212) 902-3000	 	 






211









 






	 	 	 	 	 	 	 
	 	 	LEHMAN BROTHERS INC.,	 	 
	 	 	as an Arranger and a Co-Syndication Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Laurie Perper
 

Name: Laurie Perper
	 	 
	 

	 	 	 	Title: Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Notice Address:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Lehman Brothers Inc.	 	 
	 

	 	 	 	745 Seventh Avenue, 5th Floor	 	 
	 

	 	 	 	New York, NY 10019	 	 
	 

	 	 	 	Attention:            Nancy Wong	 	 
	 

	 	 	 	Telephone:          (212) 526-6560	 	 
	 

	 	 	 	Facsimile:           (212) 520-0450	 	 






212









 






	 	 	 	 	 	 	 
	 	 	CITIGROUP GLOBAL MARKETS, INC.,	 	 
	 	 	as an Arranger and a Co-Syndication Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen P. Cunningham	 	 
	 

	 	 	 	 

Name: Stephen P. Cunningham
	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	Notice Address:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Citigroup Global Markets, Inc.	 	 
	 

	 	 	 	388 Greenwich Street, 21st Floor	 	 
	 

	 	 	 	New York, NY 10013	 	 
	 

	 	 	 	Attention:           John Judge	 	 
	 

	 	 	 	Telephone:            (212) 816-1886	 	 
	 

	 	 	 	Facsimile:             (212) 816-8084	 	 






213









 






	 	 	 	 	 	 	 
	 	 	BANCO NACIONAL ULTRAMARINO, S.A.,	 	 
	 	 	as Co-Documentation Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Herculano de Sousa	 	 
	 

	 	 	 	 

Name: Herculano de Sousa
	 	 
	 

	 	 	 	Title: Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Artur Santos	 	 
	 

	 	 	 	 

Name: Artur Santos
	 	 
	 

	 	 	 	Title: Executive Director	 	 






214









 






	 	 	 	 	 	 	 
	 	 	SUMITOMO MITSUI BANKING CORPORATION,	 	 
	 	 	as Co-Documentation Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Buck	 	 
	 

	 	 	 	 

Name: David Buck
	 	 
	 

	 	 	 	Title: Senior Vice President	 	 






215









 






	 	 	 	 	 	 	 
	 	 	LEHMAN COMMERCIAL PAPER INC.,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Laurie B. Perper	 	 
	 

	 	 	 	 

Name: Laurie B. Perper
	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	Notice Address:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Lehman Commercial Paper Inc.	 	 
	 

	 	 	 	745 Seventh Avenue, 5th Floor	 	 
	 

	 	 	 	New York, NY 10019	 	 
	 

	 	 	 	Attention:            Nancy Wong	 	 
	 

	 	 	 	Telephone:            (212) 526-6560	 	 
	 

	 	 	 	Facsimile:             (212) 520-0450	 	 







216










 








	 	 	 	 	 	 	 
	 	 	CITIBANK, N.A.,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barbara Ma
 

Name: Barbara Ma 
	 	 
	 

	 	 	 	Title: Director, Head of Real Estate Division 	 	 
	 
	 	 	 	 	 	 
	 	 	Notice Address:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Citibank, N.A. Hong Kong Branch	 	 
	 

	 	 	 	45/F Citibank Tower	 	 
	 

	 	 	 	Citibank Plaza	 	 
	 

	 	 	 	3 Garden Road	 	 
	 

	 	 	 	Central	 	 
	 

	 	 	 	Hong Kong	 	 
	 

	 	 	 	Attention: Barbara Ma/Derek Tse/Ken Tsui	 	 
	 

	 	 	 	Telephone:           (852)  2868-6662	 	 
	 

	 	 	 	                             (852)  2868-8737	 	 
	 

	 	 	 	                             (852)
 2868-6339	 	 
	 

	 	 	 	Facsimile:            (852)  2868-6355	 	 































217









 






	 	 	 	 	 	 	 
	 	 	Bayerische Hypo-und Vereinsbank AG,	 	 
	 	 	Hong Kong Branch	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Kate Cheung
 

Kate Cheung
	 	 
	 

	 	Title:
	 	Associate Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Edmond Chan
 

	 	 
	 

	 	Name:
	 	Edmond Chan	 	 
	 

	 	Title:
	 	Associate Director	 	 






	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Donald Shokrian
 

Donald Shokrian
	 	 
	 

	 	Title:
	 	Managing Director	 	 






	 	 	 	 	 	 	 
	 	 	MORGAN STANLEY BANK,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Daniel Twenge
 

Daniel Twenge
	 	 
	 

	 	Title:
	 	Vice President	 	 






	 	 	 	 	 	 	 
	 	 	BANK OF SCOTLAND	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Karen Weich
 

Karen Weich
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






	 	 	 	 	 	 	 
	 	 	COMMERZBANK AG, New York and Grand Cayman Branches	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christian Lagenberg
 

	 	 






218









 






	 	 	 	 	 	 	 
	 

	 	Name:
	 	Christian Lagenberg	 	 
	 

	 	Title:
	 	SVP and Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Karla Wirth
 

	 	 
	 

	 	Name:
	 	Karla Wirth	 	 
	 

	 	Title:
	 	AVP	 	 






	 	 	 	 	 	 	 
	 	 	United Overseas Bank Limited	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ CHOW Yew Hon
 

	 	 
	 

	 	Name:
	 	CHOW Yew Hon	 	 
	 

	 	Title:
	 	First Vice President	 	 






	 	 	 	 	 	 	 
	 	 	UBS LOAN FINANCEF LLC,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard L. Tavrow
 

	 	 
	 

	 	Name:
	 	Richard L. Tavrow	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Irja R. Otsa
 

	 	 
	 

	 	Name:
	 	Irja R. Otsa	 	 
	 

	 	Title:
	 	Associate Director	 	 






	 	 	 	 	 	 	 
	 	 	Merrill Lynch Capital Corporation
	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael O’Brien
 

	 	 
	 

	 	Name:
	 	Michael O’Brien	 	 
	 

	 	Title:
	 	Vice President	 	 






	 	 	 	 	 	 	 
	 	 	Allied Irish Banks P.L.C.	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bruce Thompson
 

	 	 
	 

	 	Name:
	 	Bruce Thompson	 	 
	 

	 	Title:
	 	Head of Corporate Banking Asia Pacific	 	 






219









 






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Aldan Flynn
 

	 	 
	 

	 	Name:
	 	Aldan Flynn	 	 
	 

	 	Title:
	 	Associate	 	 






	 	 	 	 	 	 	 
	 	 	Banco Comercial de Macau, S.A.	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Guerreiro da Costa, Leonel Leonardo
 

	 	 
	 

	 	Name:
	 	Guerreiro da Costa, Leonel Leonardo	 	 
	 

	 	Title:
	 	Executive Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sam Tou
 

	 	 
	 

	 	Name:
	 	Sam Tou	 	 
	 

	 	Title:
	 	Senior Deputy General Manager	 	 
	 
	 	 	 	 	 	 
	 	 	Banco Espirito Santo do Oriente, S.A.	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Francisco Fernando Frederico
 

	 	 
	 

	 	Name:
	 	Francisco Fernando Frederico	 	 
	 

	 	Title:
	 	Chief Accountant	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Carlos Jose Naseimento Magalhaes Freire	 	 
	 

	 	Name:
	 	 

Carlos Jose Naseimento Magalhaes Freire
	 	 
	 

	 	Title:
	 	Deputy Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	HANA BANK, HONG KONG BRANCH	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Hyung-Joon Park
 

	 	 
	 

	 	Name:
	 	Hyung-Joon Park	 	 
	 

	 	Title:
	 	General Manager	 	 
	 
	 	 	 	 	 	 
	 	 	Oversea-Chinese Banking Corporation Limited,	 	 
	 	 	as a Lender	 	 






220









 






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tan Ngiap Joo
 

	 	 
	 

	 	Name:
	 	Tan Ngiap Joo	 	 
	 

	 	Title:
	 	Deputy President	 	 
	 
	 	 	 	 	 	 
	 	 	China Development Industrial Bank	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James Chao-Ming Meng
 

	 	 
	 

	 	Name:
	 	James Chao-Ming Meng	 	 
	 

	 	Title:
	 	Senior Executive Vice President/Banking Dept.	 	 
	 
	 	 	 	 	 	 
	 	 	Industrial Bank of Taiwán, Offshore Banking Unit,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sophia Chung
 

	 	 
	 

	 	Name:
	 	Sophia Chung	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	The International Commercial Bank of China,	 	 
	 	 	Offshore Banking Branch	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ying-Ying Chang
 

	 	 
	 

	 	Name:
	 	Ying-Ying Chang	 	 
	 

	 	Title:
	 	Executive Vice President & General Manager	 	 
	 
	 	 	 	 	 	 
	 	 	The International Commercial Bank of China,	 	 
	 	 	New York Agency	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Nae Yee Lung
 

	 	 
	 

	 	Name:
	 	Nae-Yee Lung	 	 
	 

	 	Title:
	 	Executive Vice President & General Manager	 	 
	 
	 	 	 	 	 	 
	 	 	For and on behalf of	 	 
	 	 	The Bank of East Asia, Limited	 	 






221









 






	 	 	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christine Wong/ William Chu
 

	 	 
	 

	 	Name:
	 	Christine Wong / William Chu	 	 
	 

	 	Title:
	 	Section Head & Senior / Department Head	 	 
	 

	 	 	 	Business Manager	 	 
	 
	 	 	 	 	 	 
	 	 	The Shanghai Commercial and Savings Bank, Ltd.	 	 
	 	 	Offshore Banking Branch	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jordan Kuo
 

	 	 
	 

	 	Name:
	 	Jordan Kuo	 	 
	 

	 	Title:
	 	Deputy Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	CITIC Ka Wah Bank Limited, Macau Branch	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Simon Wong
 

	 	 
	 

	 	Name:
	 	Simon Wong	 	 
	 

	 	Title:
	 	Branch Manager	 	 
	 
	 	 	 	 	 	 
	 	 	INDUSTRIAL AND COMMERCIAL BANK OF	 	 
	 	 	CHINA LIMITED, MACAU BRANCH,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mr. Alfie Lau
 

	 	 
	 

	 	Name:
	 	Mr. Alfie Lau	 	 
	 

	 	Title:
	 	Deputy General Manager	 	 
	 
	 	 	 	 	 	 
	 	 	Moscow Norodny Bank Limited, Singapore	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Chua Hung Meng
 

	 	 
	 

	 	Name:
	 	Chua Hung Meng	 	 
	 

	 	Title:
	 	Senior Manager	 	 






222









 






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Shirley Tan
 

	 	 
	 

	 	Name:
	 	Shirley Tan	 	 
	 

	 	Title:
	 	Senior Manager	 	 
	 
	 	 	 	 	 	 
	 	 	Taishin International Bank Co. Ltd.	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ C. Chung
 

	 	 
	 

	 	Name:
	 	C. Chung	 	 
	 

	 	Title:
	 	Not given	 	 







223