SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Studio City International Holdings Ltd – IPO: ‘F-1’ on 9/7/18 – ‘EX-10.9’

On:  Friday, 9/7/18, at 4:13pm ET   ·   Accession #:  1193125-18-269188   ·   File #:  333-227232

Previous ‘F-1’:  None   ·   Next:  ‘F-1/A’ on 10/9/18   ·   Latest:  ‘F-1/A’ on 10/16/18   ·   6 References:   By:  Studio City International Holdings Ltd. – ‘20-F’ on 3/22/24 for 12/31/23 By:  Studio City International Holdings Ltd. – ‘20-F’ on 3/31/23 for 12/31/22 By:  Studio City International Holdings Ltd. – ‘20-F’ on 3/31/22 for 12/31/21 By:  Studio City International Holdings Ltd. – ‘20-F’ on 3/31/21 for 12/31/20 By:  SEC – ‘UPLOAD’ on 10/16/18 By:  SEC – ‘UPLOAD’ on 9/17/18 

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/07/18  Studio City Int’l Holdings Ltd    F-1                   55:19M                                    Donnelley … Solutions/FA

Document/Exhibit                   Description                      Pages   Size 

 1: F-1         Registration Statement by a Foreign Private Issuer  HTML   2.25M 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML    128K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws   HTML    242K 
 4: EX-3.3      Articles of Incorporation/Organization or By-Laws   HTML    186K 
11: EX-4.10     Instrument Defining the Rights of Security Holders  HTML     36K 
12: EX-4.11     Instrument Defining the Rights of Security Holders  HTML     32K 
13: EX-4.12     Instrument Defining the Rights of Security Holders  HTML    657K 
14: EX-4.13     Instrument Defining the Rights of Security Holders  HTML     34K 
15: EX-4.14     Instrument Defining the Rights of Security Holders  HTML     32K 
16: EX-4.15     Instrument Defining the Rights of Security Holders  HTML   1.18M 
17: EX-4.16     Instrument Defining the Rights of Security Holders  HTML   1.22M 
18: EX-4.17     Instrument Defining the Rights of Security Holders  HTML   1.10M 
19: EX-4.18     Instrument Defining the Rights of Security Holders  HTML     63K 
20: EX-4.19     Instrument Defining the Rights of Security Holders  HTML     33K 
21: EX-4.20     Instrument Defining the Rights of Security Holders  HTML    180K 
22: EX-4.21     Instrument Defining the Rights of Security Holders  HTML     46K 
23: EX-4.22     Instrument Defining the Rights of Security Holders  HTML    249K 
 5: EX-4.4      Instrument Defining the Rights of Security Holders  HTML    637K 
 6: EX-4.5      Instrument Defining the Rights of Security Holders  HTML     33K 
 7: EX-4.6      Instrument Defining the Rights of Security Holders  HTML     32K 
 8: EX-4.7      Instrument Defining the Rights of Security Holders  HTML     34K 
 9: EX-4.8      Instrument Defining the Rights of Security Holders  HTML     34K 
10: EX-4.9      Instrument Defining the Rights of Security Holders  HTML    640K 
24: EX-10.1     Material Contract                                   HTML     77K 
32: EX-10.10    Material Contract                                   HTML    164K 
33: EX-10.11    Material Contract                                   HTML     82K 
34: EX-10.12    Material Contract                                   HTML     94K 
35: EX-10.13    Material Contract                                   HTML     44K 
36: EX-10.14    Material Contract                                   HTML     75K 
37: EX-10.15    Material Contract                                   HTML     37K 
38: EX-10.16    Material Contract                                   HTML     36K 
39: EX-10.17    Material Contract                                   HTML     45K 
40: EX-10.18    Material Contract                                   HTML     30K 
41: EX-10.19    Material Contract                                   HTML     38K 
25: EX-10.2     Material Contract                                   HTML    133K 
42: EX-10.20    Material Contract                                   HTML     43K 
43: EX-10.21    Material Contract                                   HTML     38K 
44: EX-10.22    Material Contract                                   HTML    181K 
45: EX-10.23    Material Contract                                   HTML    241K 
26: EX-10.3     Material Contract                                   HTML    167K 
27: EX-10.4     Material Contract                                   HTML     96K 
28: EX-10.5     Material Contract                                   HTML     93K 
29: EX-10.7     Material Contract                                   HTML    242K 
30: EX-10.8     Material Contract                                   HTML     23K 
31: EX-10.9     Material Contract                                   HTML   1.31M 
46: EX-21.1     Subsidiaries                                        HTML     20K 
47: EX-23.1     Consent of Experts or Counsel                       HTML     14K 
48: EX-99.2     Miscellaneous Exhibit                               HTML     18K 
49: EX-99.3     Miscellaneous Exhibit                               HTML     15K 
50: EX-99.4     Miscellaneous Exhibit                               HTML     15K 
51: EX-99.5     Miscellaneous Exhibit                               HTML     15K 
52: EX-99.6     Miscellaneous Exhibit                               HTML     15K 
53: EX-99.7     Miscellaneous Exhibit                               HTML     15K 
54: EX-99.8     Miscellaneous Exhibit                               HTML     15K 
55: EX-99.9     Miscellaneous Exhibit                               HTML     15K 

Exhibit 10.9

EXECUTION VERSION

Specific terms in this exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the Securities and Exchange Commission, and the terms have been marked at the appropriate place with three asterisks [***].

DATED 26 NOVEMBER 2013

STUDIO CITY COMPANY LIMITED

AS BORROWER

STUDIO CITY ENTERTAINMENT LIMITED

STUDIO CITY DEVELOPMENTS LIMITED

STUDIO CITY HOTELS LIMITED

MELCO CROWN (MACAU) LIMITED

AS COMPANY

STUDIO CITY HOLDINGS FIVE LIMITED

AS PREFERENCE HOLDER

STUDIO CITY HOLDINGS FIVE LIMITED

AS GOLDEN SHAREHOLDER

INDUSTRIAL AND COMMERCIAL BANK OF CHINA (MACAU) LIMITED

AS SECURITY AGENT

DEUTSCHE BANK AG, HONG KONG BRANCH

AS AGENT

AND

INDUSTRIAL AND COMMERCIAL BANK OF CHINA (MACAU) LIMITED

AS POA AGENT

DIRECT AGREEMENT

CONTENTS

THIS AGREEMENT is made on 26 November 2013

BETWEEN:

- 1 -

WHEREAS:

IT IS AGREED as follows:

In this Agreement, unless otherwise defined herein, all terms defined or referred to in the Services and Right to Use Agreement or, if not defined or referred to in the Services and Right to Use Agreement, the Reimbursement Agreement, or if not defined or referred to in the Reimbursement Agreement, the Facilities Agreement shall have the same meaning herein. In addition:

“Affected BVICo” means, at any time, a BVICo if at that time any share of that BVICo is subject to an Intervening Event which is continuing.

“Affected BVICo Share” means any share (other than any Golden Share) in an Affected BVICo.

“Affected MacauCo” means, at any time, a MacauCo if at that time any share of that MacauCo is subject to an Intervening Event which is continuing.

“Affected MacauCo Share” means any share (other than any Golden Share) of an Affected MacauCo.

“Affiliate” has the meaning given to such term in the Facilities Agreement.

“Asset Consideration” means the lower of:

“Asset Buyer” has the meaning given to such term in Clause 16.4.1.

- 2 -

“Asset Purchase Account” has the meaning given to such term in Clause 16.4.1.

“Asset Transfer Notice” has the meaning given to such term in Clause 16.4.1.

“Asset Transfer Price” has the meaning given to such term in Clause 16.4.1.

“Assignment” means the Security granted over and in respect of Studio City Entertainment’s right, title, benefit and interest in and to the Services and Right to Use Agreement pursuant to the Assignment of Services and Right to Use Agreement and/or the Security granted over and in respect of Studio City Entertainment’s right, title, benefit and interest in and to the Reimbursement Agreement pursuant to the Assignment of Reimbursement Agreement (as applicable).

“Assignment of Reimbursement Agreement” means the assignment of the Reimbursement Agreement entered or to be entered into between Studio City Entertainment and the Security Agent (as the same may be amended or supplemented from time to time).

“Assignment of Services and Right to Use Agreement” means the assignment of the Services and Right to Use Agreement entered or to be entered into between Studio City Entertainment and the Security Agent (as the same may be amended or supplemented from time to time).

“Assignment of Subordinated Debt” means the assignment of subordinated debt between the parties named therein as Subordinated Creditors and the Security Agent in respect of Subordinated Debt.

“Authorisation of the Government of the Macau SAR” means any authorisation, consent or approval issued by any Governmental Authority with respect to the execution of the Services and Right to Use Agreement, the Reimbursement Agreement, the Assignment of Services and Right to Use Agreement, the Assignment of Reimbursement Agreement and/or this Agreement.

“Break-up Estimate” means the relevant Realisation Adviser’s estimate determined in accordance with the Valuation Criteria of the likely net realisation proceeds of an enforcement of Transaction Security by way of a sale or disposal of Charged Property other than by way of a BVI Share Sale only (whether or not including a sale or disposal of shares of one or more BVICos or one or more MacauCos).

“Buyer Information Request” means, in respect of a Transfer Notice, a document in substantially the form set out in Schedule 1 (Buyer Information Request) hereto from the Security Agent (or any person on its behalf) to the person specified as the buyer in such Transfer Notice (such person being the “Relevant Buyer”).

“Buy Without Bonds Notice” has the meaning given to such term in paragraph (a) of the definition of Outstanding Debt.

“Buyer Response Notice” means a document in substantially the form set out in Schedule 2 (Buyer Response Notice) hereto.

“BVI Entity” has the meaning given to such term in Clause 13.5.1(a).

- 3 -

“BVICo” means any of:

and/or any permitted successor or replacement.

“BVICo Share” means all of the shares (other than any Golden Share) of all of the BVICos.

“BVI Share Sale” means a sale or disposal of all of the shares (other than any Golden Share) of all of the BVICos.

“BVI Share Sale Estimate” means the relevant Realisation Adviser’s estimate determined in accordance with the Valuation Criteria of the likely net realisation proceeds of an enforcement of Transaction Security by way of a BVI Share Sale only.

“Change of Control” has the meaning given to such term in the Facilities Agreement.

“Competitor” means any of the following:

- 4 -

“Confidential Information” has the meaning given to it in Clause 20.1.

“Cost of Operations” has the meaning given to such term in the Services and Right to Use Agreement.

“Cost of Operations Account” has the meaning given to such term in the Services and Right to Use Agreement.

“Debenture” means a security agreement in substantially the form set out in Schedule 8 (Form of Debenture) or otherwise in form and substance reasonably satisfactory to the Agent and the Security Agent.

“Delegate” has the meaning given to such term in the Facilities Agreement.

“Determination Basis” means, in relation to an Expert Asset Transfer Statement or an Expert Asset Sale Statement, generally accepted accounting principles in Hong Kong and/or principles of financial analysis generally accepted in Hong Kong and such publicly available information as the relevant Realisation Adviser may in its discretion consider appropriate in order to convert a consideration which does not consist entirely of US dollars cash payable on closing of a sale of the Sale Assets on the date contemplated hereunder were the Preference Holder to exercise its rights to acquire the Sale Assets into a consideration of US dollars cash payable on such closing, without any warranties, indemnities or other post-closing arrangements in relation to such sale.

“Direct Undertakings Termination Date” means, without prejudice to Clause 29 (Surviving Provisions) of this Agreement, the earliest to occur of:

- 5 -

“Disposed Asset” has the meaning given to such term in the definition of “Sale”.

“Enterprise Accounts” has the meaning given to such term in the Services and Right to Use Agreement.

“Event of Default” has the meaning given to such term in the Facilities Agreement, unless otherwise expressly stated.

“Excess Proceeds” means, in respect of an Obligor, the aggregate amount of realisation proceeds (if necessary, converted into US dollars cash using the Agent’s Spot Rate of Exchange) actually received by the Security Agent, any Receiver or any Delegate from the enforcement of any Transaction Security granted by such Obligor in excess of the Secured Obligations.

“Expert Asset Sale Statement” means, for the purpose of Clause 16.4.3, a written statement from a Realisation Adviser (acting as expert and not as arbitrator) that (a) a Realisation Adviser has reviewed the terms on which the Relevant Asset Buyer has agreed to purchase the Sale Assets and (b) in such Realisation Adviser’s opinion, in accordance with the Determination Basis and having regard to such terms, the Asset Transfer Price does not exceed the consideration to be provided by the Relevant Asset Buyer in respect of a sale of the Sale Assets.

“Expert Asset Transfer Statement” means, in relation to an Asset Transfer Notice, a written statement from the Realisation Adviser (acting as expert and not as arbitrator) that (a) a Realisation Adviser has reviewed a proposal from the Relevant Asset Buyer for the purchase of the Sale Assets and (b) in a Realisation Adviser’s opinion, in accordance with the Determination Basis and having regard to the terms of such proposal, the Asset Transfer Price does not exceed the consideration proposed to be provided by the Relevant Asset Buyer in respect of a sale of the Sale Assets.

“Facilities Agreement” means the senior facilities agreement dated 28 January 2013 between, amongst others, Studio City Investments Limited as parent, Studio City Company Limited as borrower, the Security Agent as security agent and Deutsche Bank AG, Hong Kong Branch as agent.

“Funding Date” means the earlier of:

- 6 -

provided that for the purpose of this definition, Studio City Entertainment shall be deemed not to have ceased to be under MCE Control where that cessation results directly from (x) an act by an Obligor and/or a Sponsor Affiliate whilst it is under MCE Control (defined, for this purpose, by reference to such Obligor or Sponsor Affiliate rather than Studio City Entertainment); or (y) a failure by an Obligor and/or a Sponsor Affiliate whilst it is under MCE Control (defined, for this purpose, by reference to such Obligor or Sponsor Affiliate rather than Studio City Entertainment) to exercise any right in relation to, a transfer, issue or disposal of shares (including, without limitation, pre-emption rights and/or call rights other than the Purchase Right).

“Gaming Licence” means any concession, subconcession, license, permit or other authorisation at any time required under the laws of the Macau SAR to operate or otherwise conduct a gaming business in Macau.

“Golden Share” means:

“Golden Shareholder” means the holder of the Golden Shares from time to time.

“Governmental Approvals” has the meaning given to such term in the Services and Right to Use Agreement.

“Governmental Authority” has the meaning given to such term in the Facilities Agreement.

“Grantor” has the meaning given to such term in the Facilities Agreement.

“Group” has the meaning given to such term in the Facilities Agreement.

“GS Cessation Notice” means, in respect of the shares of any BVICo or SCH2, “GS Cessation Notice” as defined in the articles of association of such BVICo or, as the case may be, SCH2.

“GS Completion Date” means, in respect of the shares of any BVICo or SCH2, “GS Completion Date” as defined in the articles of association of such BVICo or, as the case may be, SCH2.

- 7 -

“IE Stop Notice” means a written notice from the Golden Shareholder to the Security Agent stating that the Golden Shareholder does not wish to purchase:

“Insolvency Event”, in relation to any person, means that it:

- 8 -

“Intervening Event” means, in respect of a share of any company or, as the case may be, an asset of a company, the commencement or maintenance of any legal proceeding in any court or arbitral body having jurisdiction over the subject matter of, or proceeds arising from, such proceedings whereby any one or more of the following is or may be required in order for a sale or transfer of any interest (legal or beneficial) in such share or, as the case may be, asset to be lawfully effected:

“Legal Requirements” has the meaning given to such term in the Facilities Agreement.

“Lender” has the meaning given to such term in the Facilities Agreement.

“Macau Gaming Taxes” has the meaning given to such term in the Services and Right to Use Agreement.

“MacauCo” means any of:

“MacauCo Acceptance Notice” has the meaning given to such term in Clause 14.2.1.

“Macau Golden Share Security Agreement” means a security agreement in substantially the form set out in Schedule 9 (Macau Golden Share Security Agreement) or otherwise in form and substance reasonably satisfactory to the Agent and the Security Agent.

“MacauCo Shares” means all of the shares (other any Golden Share) of all of the MacauCos.

“Majority Lenders” has the meaning given to such term in the Facilities Agreement.

“Melco Crown Accounts Pledge” means the onshore accounts pledge entered or to be entered into between the Security Agent and the Company.

- 9 -

“MCE” means Melco Crown Entertainment Limited.

“MCE Control” has the meaning given to such term in the Services and Right to Use Agreement.

“Melco Crown Finance Documents” means each of the following:

“Obligor” has the meaning given to such term in the Facilities Agreement.

“Official” means a liquidator, administrator, provisional liquidator, conservator, receiver, trustee, custodian or other official appointed by a court.

“Operator Account” has the meaning given to such term in the Services and Right to Use Agreement.

“Operator Services” has the meaning given to such term in the Services and Right to Use Agreement.

“Operating Budget” has the meaning given to such term in the Services and Right to Use Agreement.

“Operating Standards” has the meaning given to such term in the Services and Right to Use Agreement.

“Operator’s Consideration” has the meaning given to such term in the Services and Right to Use Agreement.

“Outstanding Debt” means, in relation to a Statement Date:

“Outstanding Facility Debt” means the aggregate amount of the Secured Obligations as at the relevant Statement Date, specified by the Agent in the Statement of Secured Obligations delivered on such Statement Date pursuant to Clause 19.2.

- 10 -

“Outstanding High Yield Note Debt” means the aggregate (x) principal amount outstanding under the High Yield Notes and (y) amount of accrued but unpaid interest in respect of the High Yield Notes, in each case, as at the relevant Statement Date, as calculated by the Paying Agent (as defined in the High Yield Note Indenture) and notified by the Borrower pursuant to Clause 19.3 (High Yield Notes) provided that if the Borrower shall have failed to comply with the requirements of Clause 19.3 (High Yield Notes) in respect of a Statement Date, the aggregate amount in respect of such Statement Date shall be determined by the Security Agent in accordance with Clause 19.3 (High Yield Notes).

“Permitted Subordinated IE Obligation” means a payment of, on or in respect of any Subordinated IE Obligations:

- 11 -

“Permitted Subordinated SCE Obligation” means a payment of, on or in respect of any the Subordinated SCE Obligations:

“Pledge over Accounts” means the pledge over accounts entered into on or about the date of this Agreement between Studio City Entertainment and the Security Agent over each of the accounts held by Studio City Entertainment (including those held under the Services and Right to Use Agreement).

“Power of Attorney” means:

- 12 -

“Preference Right” means a right of the Preference Holder under, pursuant to or constituted by a Preference Right Agreement.

“Preference Right Agreement” means an agreement substantially in the form of Schedule 6 (Form of MacauCo Preference Right Agreements).

“Project” has the meaning given to such term in the Facilities Agreement.

“Purchase Price” means, in respect of SCH2, a BVICo or MacauCo, a purchase price for all of the shares (other any Golden Share) in SCH2, such BVICo or, as the case may be, such MacauCo.

“Purchase Right” means any right of the Golden Shareholder, the Preference Holder, a Sponsor Affiliate and/or any nominee of any of the foregoing under and in accordance with this Agreement, the articles of association of any BVICo, any MacauCo or SCH2 or any Preference Right Agreement, to purchase any share of any BVICo, any MacauCo or SCH2 or any other items of Charged Property.

“Realisation Adviser” means any:

which is regularly engaged in providing valuations of businesses or financial assets or, where applicable, advising on competitive sales processes or the realisation of financially distressed businesses

“Realisation Adviser’s Estimate” means written advice from a Realisation Adviser (acting as expert and not arbitrator) which states, as at the date of such written advice:

- 13 -

“Receiver” has the meaning given to such term in the Facilities Agreement.

“Reimbursement Amount” has the meaning given to such term in the Reimbursement Agreement.

“Reference Price” means an amount equal to the aggregate of the Transfer Prices specified in the Relevant Transfer Notices.

“Relevant Asset Buyer” means, in respect of an Asset Transfer Notice, the person specified as the buyer in such Asset Transfer Notice.

“Relevant Buyer” has the meaning given to such term in the definition of Buyer Information Request.

“Related Party” means:

“Relevant Party” means:

“Relevant Transfer Notice” has the meaning given to such term in Clause 14.1.

“Removal Document” means a GS Cessation Notice.

- 14 -

“Response Date” has the meaning given to it in the relevant Buyer Information Request.

“Route A Alternative Purchase Price” means, at any time, the lower of:

“Route A BVICo Transfer Price” means, in respect of a BVICo, the Transfer Price specified in the Relevant Transfer Notice relating to such BVICo.

“Route A MacauCo Purchase Price” means, in respect of a share (other than any Golden Share) of a MacauCo, such portion (or as the case may be, proportion) of the Route A Alternative Purchase Price as is notified to the Golden Shareholder in writing on the date of the Relevant Transfer Notices as the purchase price for such share.

“Route B BVICo Purchase Price” means, in respect of a BVICo, such portion (or as the case may be, proportion) of the aggregate Route B Purchase Price as is specified in the Sponsor Option Notice as the purchase price for such BVICo.

“Route B Completion Date” means the date falling five Business Days after the date of the Sponsor Acceptance Notice.

“Route B MacauCo Purchase Price” means, in respect of a share (other than any Golden Share) of a MacauCo, such portion (or as the case may be, proportion) of the aggregate Route B Purchase Price as is specified in the Sponsor Option Notice as the purchase price for such share.

“Route B Purchase Price” means, at any time, the lower of the:

“Route B SCH2 Purchase Price” means, in respect of SCH2, the aggregate Route B Purchase Price.

“Sale” means any direct or indirect sale, assignment, conveyance, transfer or other disposal either by or on behalf of or at the direction of the Security Agent or any of the other Secured Parties or otherwise by or on behalf of or at the direction or order of an Official or a court (as applicable) and whether through one or a series of related transactions of:

- 15 -

(each a “Disposed Asset”).

“Sale Asset” has the meaning given to such term in Clause 16.4.2.

“SCE Disposed Asset” has the meaning given to such term in the definition of “SCE Sale”.

“SCE Sale” means any direct or indirect sale, assignment, conveyance, transfer or other disposal either by or on behalf of or at the direction of the Security Agent or any of the other Secured Parties or otherwise by or on behalf of or at the direction or order of an Official or a court (as applicable) and whether through one or a series of related transactions of:

(each an “SCE Disposed Asset”).

“SCH2” means Studio City Holdings Two Limited, a company incorporated under the laws of the British Virgin Islands (registered number 402572) whose registered office is at Appleby Corporate Services (BVI) Limited, Jayla Place, Wickmans Cay 1, Road Town, Tortola, British Virgin Islands.

“SCH2 Acceptance Notice” has the meaning given to such term in Clause 14.3.1.

“SCH2 GS Completion Date” means the “GS Completion Date” as defined in the articles of association of SCH2.

“SCH2 Intervening Event Notice” has the meaning given to it in Clause 14.3.3(d).

“SCH2 Shares” means all of the shares (other than any Golden Share) of SCH2.

“SCH2 Transfer Notice” has the meaning given to the term “Transfer Notice” in the articles of association of SCH2.

- 16 -

“Site” has the meaning given to such term in the Facilities Agreement.

“Sponsor Acceptance Notice” means a written notice from the Golden Shareholder to the Security Agent stating that the Golden Shareholder wishes to purchase:

“Sponsor Affiliate” has the meaning given to such term in the Facilities Agreement and includes any person (other than an Obligor) which would, if the interests of one or more Sponsors were taken together, be controlled by that Sponsor or Sponsors.

“Sponsor Follow-Up Notice” means a notice in substantially the form set out in Schedule 3 (Sponsor Follow-up Notice) hereto.

“Sponsor Option Expiry Date” means, in respect of a Sponsor Option Notice, the date specified as such in such Sponsor Option Notice (such date being no earlier than the date falling 10 Business Days from the date of such Sponsor Option Notice).

“Sponsor Option Expiry Event” means any of the following events:

“Sponsor Option Notice” means a written notice from the Security Agent:

- 17 -

“Sponsor Option Termination Notice” means a written notice from the Security Agent stating that a Sponsor Option Termination Event has occurred.

“Sponsor Option Termination Event” means any of the following events:

“Statement Date” means the date falling one Business Day prior to any proposed completion date of any purchase by the Golden Shareholder, the Preference Holder, any Sponsor Affiliate or any nominee of any of the foregoing pursuant to or contemplated in this Agreement.

“Statement of Secured Obligations” means a statement from the Agent to the Borrower of the aggregate amount (and the currency or currencies thereof) (as at the proposed completion date) of the Secured Obligations payable in accordance with the Finance Documents.

“Subordinated Debt” has the meaning given to such term in the Facilities Agreement.

“Subordinated IE Obligations” means, in respect of any amount, liability or debt owing by an Obligor (such Obligor being the “Relevant Obligor”) to a third party, all sums (whether of principal, interest or otherwise) owing to the Golden Shareholder by an Obligor and all claims of the Golden Shareholder against an Obligor including, without limitation, sums owing or claims under or in respect of any indemnity from an Obligor (including, without limitation, any express or implied indemnity from the

- 18 -

Relevant Obligor to the Golden Shareholder under or pursuant to any power of attorney granted in connection with such discharge or repayment) or any right to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of such third party or any other guarantee or security taken in connection with such amount, liability or debt by such third party as a result of the Golden Shareholder discharging or otherwise repaying such amount, liability or debt on behalf of such Obligor.

“Subordinated SCE Obligations” means all sums (whether of principal, interest or otherwise) owing to the Company by Studio City Entertainment under or in relation to the Services and Right to Use Agreement, whether present or future, actual or contingent (and whether incurred solely or jointly and whether as principal or as surety in some other capacity) but only to the extent that such sums cannot be met from amounts standing to the credit of the Trust Account, the Tax Account, the Enterprise Accounts, the Cost of Operations Account and/or the Operator Account at any time or are not at the time of determination required to be paid or reimbursed hereunder.

“Subordination Deed” has the meaning given to such term in the Facilities Agreement.

“Subsidiary” has the meaning given to such term in the Facilities Agreement.

“Surrender Notice” means a written notice from the Golden Shareholder to the Security Agent stating that the Golden Shareholder does not wish to purchase:

“Tax Account” has the meaning given to such term in the Services and Right to Use Agreement.

“Total Gaming Revenues” has the meaning given to such term in the Services and Right to Use Agreement.

“Transaction Security” has the meaning given to such term in the Facilities Agreement.

“Transaction Security Documents” has the meaning given to such term in the Facilities Agreement.

- 19 -

“Transfer and Related Provisions” means:

“Transfer Notice” means, in respect of a BVI Entity, a Transfer Notice (as defined in the articles of association of the relevant BVI Entity in the form set out in the form of Schedule 4 (Form of BVI Entity Memoranda and Articles of Association)).

“Transfer Price” means, in respect of a Transfer Notice, the transfer price specified therein.

“Transition Services” has the meaning given to such term in the Services and Right to Use Agreement.

“Trust Account” has the meaning given to such term in the Services and Right to Use Agreement.

“Valuation Criteria” means, in relation to a BVI Share Sale Estimate or a Break-up Estimate, generally accepted accounting principles in Hong Kong or principles of financial analysis generally accepted in Hong Kong and such publicly available information as the Realisation Adviser may in its discretion consider appropriate in order to:

- 20 -

“Veto Cut-off Date” means, in respect of a Transfer Notice or, as the case may be, a SCH2 Transfer Notice, a Veto Cut-off Date (as defined in the articles of association of the BVI Entity in respect of which such Transfer Notice or, as the case may be, a SCH2 Transfer Notice is delivered).

“Veto Notice” means, in respect of a Transfer Notice or, as the case may be, a SCH2 Transfer Notice, a Veto Notice (as defined in the articles of association of the relevant BVI Entity in respect of which such Transfer Notice or, as the case may be, a SCH2 Transfer Notice is delivered).

The principles of construction and interpretation contained or referred to in clause 1.2 (Construction) of the Facilities Agreement shall apply to the construction and interpretation of this Agreement. In addition:

- 21 -

In the event of any inconsistency between the terms contained in this Agreement and those contained in the Services and Right to Use Agreement, the Authorisation of the Government of the Macau SAR or the other Finance Documents, the order of priority of application shall be as follows:

- 22 -

The provisions of this Clause 2 shall remain in force from the date of this Agreement until the Direct Undertakings Termination Date.

The Company acknowledges the rights, interests and requirements of the Secured Parties under and in respect of the Assignment of Services and Right to Use Agreement, the Assignment of the Reimbursement Agreement and the Melco Crown Accounts Pledge.

In accordance with clause 5 of the Assignment of Services and Right to Use Agreement and clause 5 of the Assignment of Reimbursement Agreement, Studio City Entertainment hereby notifies the Company that it has granted to the Security Agent the Assignment.

The Company:

- 23 -

- 24 -

other than (until such time as an SCE Sale has occurred or otherwise until the Direct Undertakings Termination Date) where the occurrence of the foregoing results directly from (x) an act by an Obligor and/or a Sponsor Affiliate whilst it is under MCE Control (defined, for this purpose, by reference to such Obligor or Sponsor Affiliate rather than Studio City Entertainment) or (y) a failure by an Obligor and/or a Sponsor Affiliate whilst it is under MCE Control (defined, for this purpose, by reference to such Obligor or Sponsor Affiliate rather than Studio City Entertainment) to exercise any right in relation to, a transfer, issue or disposal of shares (including, without limitation, pre-emption rights and/or call rights other than the Purchase Right), in either case, which causes and/or constitutes a Change of Control Event of Default under paragraph (c), (d) or (e) of the definition of Change of Control in the Facilities Agreement, then:

- 25 -

- 26 -

provided that if (A) and (B) above are not satisfied, the Company will only be required to operate the Gaming Area until 26 June 2022 and may thereafter terminate the Services and Right to Use Agreement.

- 27 -

Studio City Entertainment agrees that, despite the Assignment, it shall remain liable to perform all of the duties and obligations imposed on it by the Services and Right to Use Agreement and/or the Reimbursement Agreement (unless and until such document is terminated or any transfer or assignment is otherwise made in accordance with the requirements of Clause 4.8 (Transfers) of this Agreement).

Unless and until the Security Agent has confirmed to the Company that an Enforcement Notice has been issued and served upon Studio City Entertainment in accordance with the requirements of the Finance Documents, the Company may continue to treat Studio City Entertainment as entitled to exercise and enforce all of its rights, discretions and remedies under the Services and Right to Use Agreement and/or the Reimbursement Agreement.

- 28 -

The Company acknowledges and agrees that upon receipt of confirmation from the Security Agent that an Enforcement Notice has been issued and served upon Studio City Entertainment in accordance with the requirements of the Finance Documents (and the Company shall be entitled to rely upon any such confirmation and to assume the Enforcement Notice referred to therein has been properly issued and served upon Studio City Entertainment in accordance with the requirements of the Finance Documents), then for so long as the Enforcement Notice has not been withdrawn and until the Direct Undertakings Termination Date:

- 29 -

Without prejudice to Clause 4.7 (Absence or Lack of Utility Services), the Security Agent and the POA Agent (and the Security Agent and the POA Agent shall procure that any Delegate or Receiver (or any permitted nominee or delegate of any of them)) undertake to the Company that if, following the issuance of an Enforcement Notice in accordance with the requirements of the Finance Documents, the Security Agent, the POA Agent, any Delegate or Receiver (or any permitted nominee or delegate of any of them) undertake any action in connection with the enforcement of any Transaction Security Document (including but not limited to, the exercise of any of its rights to effect a Sale or an SCE Sale in accordance with the terms of this Agreement) then each of the Security Agent and the POA Agent shall ensure that neither it nor any of the foregoing take any action which would prevent the Company to operate the Gaming Area (and any other gaming area comprised in the Project) in accordance with the terms of the Services and Right to Use Agreement (and for so long as the Services and Right to Use Agreement remains in full force and effect in accordance with the terms of this Agreement).

- 30 -

then the Company may notify the Security Agent and provide reasonable details of the event or circumstance giving rise to the inability of the Company to operate or perform its obligations in accordance with the Services and Right to Use Agreement (such notice, a “Notice of Disturbance”) and from the time the Company issues the Notice of Disturbance to the Security Agent until such time when the relevant event or circumstance giving rise to the inability of the Company to operate in accordance with the Services and Right to Use Agreement ceases, the Company’s obligation to operate the Gaming Area and perform its obligations in accordance with the requirements of the Services and Right to Use Agreement shall be suspended. For the avoidance of doubt, such suspension shall only apply in respect of the operation and performance of the Company’s obligations under the Services and Right to Use Agreement and shall not include a suspension of its obligation (if any) to fund pursuant to Clause 4.9 (Suspension) or Clause 5.3 (Non-payment by Studio City Entertainment of arrears under the Services and Right to Use Agreement) of this Agreement nor a suspension of the operation or performance of the Company’s obligations (if any) under the Reimbursement Agreement, as supplemented by this Agreement (it being at all times acknowledged and understood that any such obligations only apply to any Reimbursement Amount or part thereof actually received by the Company).

- 31 -

If the Security Agent, the POA Agent, any Delegate or Receiver (or any permitted nominee or delegate of either of them) has taken any action which:

in each case which, regardless of whether Studio City Entertainment remains under MCE Control or any other provision hereof, would give rise to a right of the Company to terminate the Services and Right to Use Agreement, then provided that such prevention subsists for a continuous period of 45 days or a total period of 60 days in any 90 day period, in each case following receipt by the Security Agent of a Notice of Disturbance:

- 32 -

then the Company may notify the Security Agent and provide reasonable details of the event or circumstance giving rise to the inability of the Company to operate in accordance with the Services and Right to Use Agreement (such notice, a “Notice of Suspension”).

- 33 -

then the Company may notify the Security Agent of the inability of the Company to operate in accordance with the Services and Right to Use Agreement (such notice, a “Notice of Absence of Utility Services”).

the Company’s obligation to operate the Gaming Area in accordance with the requirements of and perform its obligations under the Services and Right to Use Agreement shall be suspended. For the avoidance of doubt, such

- 34 -

suspension shall only apply in respect of the operation and performance of the Company’s obligations under the Services and Right to Use Agreement and shall not include a suspension of its obligation (if any) to fund pursuant to Clause 4.9 (Suspension) or Clause 5.3 (Non-payment by Studio City Entertainment of arrears under the Services and Right to Use Agreement) of this Agreement nor a suspension of the operation or performance of the Company’s obligations (if any) under the Reimbursement Agreement (it being at all times acknowledged and understood that any such obligations relates only to any Reimbursement Amount or part thereof actually received by the Company).

- 35 -

In addition, the Company shall notify the Security Agent promptly, and in any event 2 Business Days prior to such amount becoming due, details of any suspension costs to be funded pursuant to paragraph (a)(ii) above.

- 36 -

Without prejudice to Clause 4.7 (Absence or Lack of Utility Services) and Clause 4.9 (Suspension), if following the completion of a Sale that does not constitute an SCE Sale, a purchaser under such Sale takes any action which:

then provided that such prevention subsists for a continuous period of 45 days or a total period of 60 days in any 90 day period, in each case from the date of written notification by the Company of such prevention to the purchaser, then:

- 37 -

Subject to the terms of this Agreement, upon the completion of any SCE Sale or Sale by the Security Agent pursuant to the enforcement of the Transaction Security, the Security Agent shall (at the cost of the Obligors):

- 38 -

In addition, the Security Agent shall be authorised to execute, without the need for any further authority from the Secured Parties, and deliver any document and do all such things as may be necessary to give effect to each such release and discharge, including to issue any certificates of non-crystallisation of floating charges that may be required or desirable.

Save as permitted pursuant to Clauses 3.2.10, 3.2.12, 4.2.6, 4.4 (Notice of Disturbance), 4.5 (Security Agent Action), 4.6 (Court Action), 4.7 (Absence or Lack of Utility Services), 4.9 (Suspension), 4.10 (Purchaser Action), 5.2 (Change of control), 5.3 (Non-payment by Studio City Entertainment of arrears under the Services and Right to Use Agreement), 5.4 (Termination rights of the Company in the Additional Grace Period) and 5.5 (Termination rights in the Final Grace Period), the Company shall not suspend, rescind or terminate or agree to any suspension, rescission or termination to, of or under, the Services and Right to Use Agreement or present any petition or analogous application for the appointment of any liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of Studio City Entertainment or any of its assets at any time prior to the Direct Undertakings Termination Date without the prior written consent of the Security Agent.

In the event that Studio City Entertainment ceases to be under MCE Control following a Sale, or otherwise following a Change of Control (as defined in the Facilities Agreement) where the Agent (acting on the instructions of the Majority Lenders) have expressly consented in writing to such Change of Control for the purpose of this Clause 5.2, the Company may exercise any rights or claims under or in respect of the Services and Right to Use Agreement (including its rights of termination, if any) in accordance with the terms of the Services and Right to Use Agreement.

- 39 -

(such period, the “Initial Grace Period”) and if the Services and Right to Use Agreement has not otherwise terminated, (x) Studio City Entertainment fails to pay or fund any shortfall in the Minimum Balance or provide the Company with sufficient funds to pay for the relevant Costs of Operation, in each case which Studio City Entertainment is required to pay or fund under the Services and Right to Use Agreement [***] or (y) any suspension costs contemplated by Clause 4.9(a) have arisen, the Company:

- 40 -

- 41 -

(such additional period, the “Additional Grace Period”), (x) Studio City Entertainment fails to pay or fund any shortfall in the Minimum Balance or provide the Company with sufficient funds to pay for the relevant Costs of Operation, in each case which Studio City Entertainment is required to pay or fund under the Services and Right to Use Agreement [***] or (y) any suspension costs contemplated by Clause 4.9(a) have arisen, then subject to paragraph (b) below and Clause 5.5 (Termination rights in the Final Grace Period) below, the Company may (if the Services and Right to Use Agreement is not already terminated) exercise any right it may have to terminate the Services and Right to Use Agreement and the Reimbursement Agreement for such failure by Studio City Entertainment.

- 42 -

(such additional period, the “Final Grace Period”), (x) Studio City Entertainment fails to pay or fund any shortfall in the Minimum Balance or provide the Company with sufficient funds to pay for the relevant Costs of Operation or pay any Operator Consideration, in each case which it is required to pay or fund under the Services and Right to Use Agreement or (y) any suspension costs contemplated by Clause 4.9(a) have arisen, then subject to (b) below, the Company may terminate the Services and Right to Use Agreement for such failure by Studio City Entertainment.

- 43 -

The provisions of this Clause 6 shall cease to apply upon the earlier of the completion of any SCE Sale and the date on which the Secured Obligations are discharged in full.

- 44 -

- 45 -

provided that the Company shall be entitled to receive and retain any amounts paid or funded by it under Clause 5.3 (Non-payment by Studio City Entertainment of arrears under the Services and Right to Use Agreement) pursuant to or in accordance with Clause 5.6 (Reimbursement) of this Agreement.

- 46 -

- 47 -

provided that the Company shall be entitled to receive and retain any amounts paid or funded by it under Clause 5.3 (Non-payment by Studio City Entertainment of arrears under the Services and Right to Use Agreement) pursuant to and in accordance with Clause 5.6 (Reimbursement) of this Agreement.

- 48 -

From the date of this Agreement until the Direct Undertakings Termination Date and save as otherwise provided herein, the Company shall procure that all amounts due for payment and payable by it to Studio City Entertainment under the Reimbursement Agreement are paid directly into or otherwise available to be applied from the Trust Account (it being at all times acknowledged and understood that any such obligation relates only to any Reimbursement Amount or part thereof actually received by the Company).

Studio City Entertainment agrees that performance by the Company of its obligations hereunder, including payment in accordance with Clause 7.1 (Payments) satisfies the Company’s obligation to perform the corresponding obligation under the Reimbursement Agreement.

- 49 -

All rights, title and interest from time to time of Studio City Entertainment in and/or under the Reimbursement Agreement assigned to the Security Agent as security pursuant to the Assignment of Reimbursement Agreement shall be for the benefit of the Security Agent or any successor Security Agent, as agent and trustee for the Secured Parties, and shall not be further assigned to, or enforced in favour of, any other parties.

The Reimbursement Agreement shall terminate, subject to receipt of any necessary Governmental Approvals, upon the occurrence of any of the following:

The provisions of this Clause 8 shall remain in force from the date of this Agreement until the Direct Undertakings Termination Date.

The Company shall not, without the prior written consent of the Security Agent, transfer, assign, give any encumbrance or security interest over or otherwise dispose of any of its rights, title or interests in or to the Services and Right to Use Agreement and/or the Reimbursement Agreement.

The Company acknowledges that the Facilities Agreement, the Assignment of the Services and Right to Use Agreement, the Assignment of the Reimbursement Agreement, the Pledge over Accounts and the Melco Crown Finance Documents may (in accordance with the terms agreed between Studio City Entertainment and the Secured Parties from time to time) restrict the ability of Studio City Entertainment to give its consent, approval, decision or agreement in respect of any matter under the Services and Right to Use Agreement and/or the Reimbursement Agreement without first obtaining the consent or approval of the Security Agent.

The Company acknowledges that Studio City Entertainment may only amend, modify, vary, terminate, supplement or waive a right or permit or consent to the

- 50 -

amendment, modification, variation, termination, supplement or waiver of any provisions or scope of, or give any consent or exercise any other discretion under or in respect of the Services and Right to Use Agreement and/or the Reimbursement Agreement in accordance with the Facilities Agreement, the Assignment of the Services and Right to Use Agreement, the Assignment of the Reimbursement Agreement, the Pledge over Accounts and the Melco Crown Finance Documents.

The Company makes the representations and warranties set out in this Clause 9 on the date of this Agreement and acknowledges that the Security Agent is entering into this Agreement in reliance on such representations and warranties.

The Company is a limited liability corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation and no steps have been taken for its liquidation, winding up or dissolution.

Subject to the Legal Reservations, the obligations expressed to be assumed by the Company in the Melco Crown Finance Documents are legal, valid, binding and enforceable obligations.

The payment obligations (if any) under the Melco Crown Finance Documents of the Company rank at least pari passu with all its other present and future unsecured and unsubordinated obligations, except for obligations mandatorily preferred by law applying to companies generally.

- 51 -

The entry into and performance by the Company of, and the transactions contemplated by, the Melco Crown Finance Documents do not and will not conflict with:

All Permits and other Authorisations required or desirable:

have been obtained (or will be obtained when required) or effected and are (or will be, when obtained), in full force and effect.

The Company has not breached any material Legal Requirement nor been notified (which notification has not been withdrawn) that it has done so which breach or notification has or is reasonably likely to have a Material Adverse Effect.

Subject to the Legal Reservations, the Transaction Security granted or to be granted by the Company has or (when granted) will have the ranking it is expressed to have.

- 52 -

The Company is the legal holder of the Gaming Subconcession.

No Event of Default (as defined in the Services and Right to Use Agreement) by the Company or event which, with the giving of notice, the passage of time or both would become an Event of Default (as defined in the Services and Right to Use Agreement) by the Company, is continuing or would result from the Company entering into and performing its obligations under this Agreement.

No event which, with the giving of notice, the passage of time or both would become a default on the part of the Company under the Reimbursement Agreement, is continuing or would result from the Company entering into and performing its obligations under this Agreement.

Each of the representations set out in Clauses 9.1 (Status) to 9.11 (No default under the Reimbursement Agreement) are deemed to be made by the Company (by reference to the facts and circumstances then existing) on the date of each Utilisation Request, each Utilisation Date and the first day of each Interest Period until the Direct Undertakings Termination Date.

The undertakings in this Clause 10 remain in force from the date of this Agreement until the Direct Undertakings Termination Date.

The Company shall supply to the Security Agent (in sufficient copies for all Lenders, if the Security Agent reasonably requests) a copy of each written notice that is material to the interests of the Finance Parties and which is given under or in connection with the Gaming Subconcession, promptly upon receipt of or delivery of such notice. The Company shall notify the Security Agent promptly upon receiving:

and keep the Security Agent fully appraised thereof.

- 53 -

The Company shall comply in all material respects with all Legal Requirements, the Gaming Subconcession and its Constitutional Documents and will comply with all applicable anti-money laundering, non-corruption, counter-terrorism financing, economic or trade sanctions laws and regulations (including, without limitation, each Anti-Terrorism Law).

The Company shall ensure that:

(to the detriment of either (i) or (ii), as applicable); and

Except by way of a BVI Share Sale, no Finance Party shall (and the Security Agent shall ensure that no Receiver or Delegate shall), at any time prior to the occurrence of a Sponsor Option Termination Event, by the enforcement of Transaction Security:

of any Charged Property, in each case, unless prior to any such sale or disposal:

- 54 -

Notwithstanding the terms of any other Finance Document, unless and until a Sponsor Option Termination Event shall have occurred, no Secured Party shall take any step, in respect of the Secured Obligations, to initiate (or to join in initiating), in relation to any Obligor or Grantor and/or any of their respective assets:

If at any time a Sponsor Option Expiry Event shall have occurred then:

If at any time a Sponsor Option Termination Event shall have occurred then:

- 55 -

The Security Agent undertakes that:

in each case, promptly following delivery of the original thereof to a Relevant Party.

- 56 -

- 57 -

- 58 -

Subject to the terms of this Agreement, on the completion of any sale pursuant to this Agreement to the Golden Shareholder, the Preference Holder, a Sponsor Affiliate or any nominee of any of the foregoing of any item of Charged Property other than the shares referred to in Clause 11.7, the Security Agent shall sell (or procure the sale of) the same to the Golden Shareholder, the Preference Holder, a Sponsor Affiliate or, as the case may be, a nominee on behalf of any of the foregoing free and clear of any Secured Obligations or any other claim, right, title or interest by or of any Secured Party and upon completion of such sale shall release and discharge (x) any claims, right, title or interest by or of any Secured Party against each such item (other than any such claim, right, title or interest of any such Secured Party arising or subsisting otherwise than by virtue of the Finance Documents) and (y) all Transaction Security granted over, in respect of or against such item.

- 59 -

The Golden Shareholder undertakes to the Security Agent that it shall exercise each of its rights or, as the case may be, refrain from exercising any right in its capacity as Golden Shareholder under the articles of association of each BVI Entity or Macau Obligor in accordance with this Agreement.

The Golden Shareholder undertakes to the Security Agent that it shall not deliver any Veto Notice unless:

- 60 -

provided that:

- 61 -

provided that:

- 62 -

of shares of a Macau Obligor, if such sale or disposal is made in accordance with the terms of this Agreement and the other Finance Documents.

- 63 -

The Golden Shareholder shall not without the prior written consent of the Agent (such consent not to be unreasonably withheld or delayed) agree to any amendment, supplement or waiver of the memorandum or articles of association of any BVI Entity or the articles of association of any Macau Obligor (other than a waiver or release of any right enjoyed by the Golden Shareholder), to the extent the relevant amendment, supplement or waiver relates to the operation of this Agreement.

The Golden Shareholder shall not (and the Borrower shall procure that the Golden Shareholder shall not), so long as any Secured Obligation is outstanding, establish, open or form in the Macau SAR a branch, agency, representation office, registered office, principal office or main place of business which might, in each case, cause the provisions of Article 20(b) or 16(m) of the Macau Code of Civil Procedure (approved by decree law no. 55/99/M) to apply to the Golden Shareholder.

If at any time a Secured Party, by the enforcement of Transaction Security:

of the BVICo Shares, the MacauCo Shares or SCH2 Shares to a person other than the Golden Shareholder, the Preference Holder (or a Sponsor Affiliate), in each case where such sale or disposal is made in accordance with the terms of this Agreement, the other Finance Documents and the memorandum and/or articles of association of such company (or companies), then the Golden Shareholder:

- 64 -

The Golden Shareholder undertakes that it shall not at any time after the occurrence of a Sponsor Option Termination Event:

If the Golden Shareholder is not entitled pursuant to this Agreement to deliver a Veto Notice in respect of a Transfer Notice, the Golden Shareholder undertakes in favour of the Security Agent that it shall execute all such documents and do all such things as may be required to (x) waive (conditional on the completion of the sale described in the articles of association referred to hereunder to the buyer named in such Transfer Notice) the provisions of the articles of association of the relevant BVI Entity to the extent necessary to remove the requirement that there be delivered to the Golden Shareholder and the relevant BVI Entity an Expert Sale Statement (as defined in such articles of association) in respect of the sale described in such Transfer Notice and/or (y) give effect to the foregoing.

The delivery by (or on behalf of) the Security Agent of a Transfer Notice in respect of each of the BVICos (such Transfer Notices being the “Relevant Transfer Notices”) shall constitute an alternative offer by the Security Agent to sell to the Golden Shareholder:

unless:

- 65 -

- 66 -

- 67 -

- 68 -

then:

then:

- 69 -

- 70 -

- 71 -

- 72 -

then:

- 73 -

then:

- 74 -

- 75 -

- 76 -

unless:

- 77 -

then:

- 78 -

then:

- 79 -

The delivery to the Golden Shareholder by (or on behalf of) the Security Agent of a Sponsor Option Notice shall constitute an offer by the Security Agent to sell to the Golden Shareholder:

- 80 -

- 81 -

- 82 -

- 83 -

- 84 -

then:

- 85 -

then:

- 86 -

- 87 -

- 88 -

then:

then:

- 89 -

- 90 -

- 91 -

then:

- 92 -

then:

- 93 -

- 94 -

provided that:

- 95 -

- 96 -

- 97 -

of any Charged Property which is the subject of a Preference Right (other than any Charged Property which is the subject of any other sale pursuant to or contemplated by this Agreement).

and incorporate a statement that either:

- 98 -

- 99 -

of:

in each case where such sale or disposal is made in accordance with the terms of this Agreement, the memorandum and/or articles of association of such company or companies or the Preference Right Agreement and the other Finance Documents, then the Preference Holder:

- 100 -

The Preference Holder shall not (and the Borrower shall procure that the Preference Holder shall not), so long as any Secured Obligation is outstanding, establish, open or form in the Macau SAR a branch, agency, representation office, registered office, principal office or main place of business which might, in each case, cause the provisions of Article 20(b) or 16(m) of the Macau Code of Civil Procedure (approved by decree law no. 55/99/M) to apply to the Preference Holder.

Subject to Clause 16.3.1(b), in respect of any sale or disposal which is conducted pursuant to any court or judicial proceedings in the Macau SAR, the Preference Holder may exercise its Preference Rights in accordance with applicable law.

- 101 -

- 102 -

- 103 -