JOINDER AGREEMENT DATED AS OF APRIL 10, 2015 TO THE AMENDED AND RESTATED CREDIT AGREEMENT DATED MARCH 31, 2014 among VML US FINANCE LLC, as the Borrower, GOLDMAN SACHS (ASIA) L.L.C., GOLDMAN SACHS BANK USA, BARCLAYS BANK PLC, BANCO NACIONAL ULTRAMARINO, S.A., THE BANK OF NOVA SCOTIA, BANK OF AMERICA N.A., BANK OF CHINA LIMITED, MACAU BRANCH, INDUSTRIAL AND COMMERCIAL BANK OF CHINA (MACAU) LIMITED, CHINA CONSTRUCTION BANK CORPORATION MACAU BRANCH, BANK OF COMMUNICATIONS CO., LTD. MACAU BRANCH, SUMITOMO MITSUI BANKING CORPORATION, OVERSEA-CHINESE BANKING CORPORATION LIMITED, WING LUNG BANK LTD., MACAU BRANCH, DBS BANK LTD. and UNITED OVERSEAS BANK LIMITED, as Global Coordinators and Lead Arrangers, CITIBANK, N.A., HONG KONG BRANCH and BNP PARIBAS HONG KONG BRANCH, as Managers, and BANK OF CHINA LIMITED, MACAU BRANCH, as Administrative Agent JOINDER AGREEMENT

THIS JOINDER AGREEMENT, dated as of April 10, 2015 (this “Agreement”), by and among Goldman Sachs (Asia) L.L.C., Goldman Sachs Bank USA, Barclays Bank PLC, Banco Nacional Ultramarino, S.A., The Bank of Nova Scotia, Bank of America N.A., Bank of China Limited, Macau Branch, Industrial and Commercial Bank of China (Macau) Limited, China Construction Bank Corporation Macau Branch, Bank of Communications Co., Ltd. Macau Branch, Sumitomo Mitsui Banking Corporation, Oversea-Chinese Banking Corporation Limited, Wing Lung Bank Ltd., Macau Branch, DBS Bank Ltd., United Overseas Bank Limited, Citibank, N.A., Hong Kong Branch and BNP Paribas Hong Kong Branch (each a “New Lender” and collectively the “New Lenders”), VML US Finance LLC, a Delaware limited liability company (“Borrower”), and Bank of China Limited, Macau Branch (“BOC”), as administrative agent for the Lenders (as defined below) and the New Lenders (in such capacity, “Administrative Agent”), under the Credit Agreement referred to below.

WHEREAS, reference is hereby made to the Amended and Restated Credit Agreement, dated as of March 31, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the Borrower, Venetian Macau Limited, a Macau corporation (the “Company”), the Administrative Agent, each of Goldman Sachs (Asia) L.L.C., Barclays Bank PLC, Banco Nacional Ultramarino, S.A., Bank of America, N.A., BOC, BNP Paribas Hong Kong Branch, Citigroup Global Markets Asia Limited, Citibank, N.A., Hong Kong Branch, Crédit Agricole Corporate and Investment Bank, DBS Bank Ltd., Industrial and Commercial Bank of China (Macau) Limited, Oversea-Chinese Banking Corporation Limited, Sumitomo Mitsui Banking Corporation and United Overseas Bank Limited, as global coordinators and bookrunners for the Term Loan Facility and Revolving Credit Facility and as co-syndication agents for the Term Loan Lenders and Revolving Loan Lenders (the “Co-Syndication Agents”), The Bank of Nova Scotia and Wing Lung Bank Ltd., Macau Branch, as lead arrangers for the Term Loan Facility and Revolving Credit Facility, each of the other agents and arrangers from time to time party thereto and the financial institutions from time to time party thereto (the “Lenders”); and

WHEREAS, subject to the terms and conditions of the Credit Agreement, the Borrower may increase the existing Revolving Loan Commitments and/or establish New Term Loan Commitments by entering into one or more Joinder Agreements with the New Term Loan Lenders and/or New Revolving Loan Lenders, as applicable.

WHEREAS, each New Lender party hereto and making a commitment hereunder was immediately prior to the date hereof and remains a Lender under the Credit Agreement;

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

 

Each New Lender party hereto hereby agrees to commit to provide its respective Commitment as set forth on Schedule A annexed hereto, on the terms and subject to the conditions set forth below:

Each New Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder Agreement (this “Agreement”); (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents; (iii) appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

Each New Lender hereby agrees to make its Commitment on the following terms and conditions:

1.	Applicable Margin. The Applicable Margin for each Series A New Term Loan shall mean, as of any date of determination, a percentage per annum as set forth below:

2.

Principal Payments.  The Borrower shall make principal payments on the Series A New Term Loans in the relevant currency in installments on each Quarterly Date set forth below in the aggregate amount equal to the percentage of the initial aggregate principal amount of the Series A New Term Loans set forth below:

3.

Voluntary and Mandatory Prepayments.  Scheduled installments of principal of the Series A New Term Loans set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the Series A New Term Loans in accordance with Section 2.4 of the Credit Agreement; provided, that the final installment payable by Borrower in respect of the Series A New Term Loans on the New Term Loan Maturity Date shall be in an amount, if such amount is different from the amount specified above, sufficient to repay all amounts owing by Borrower under the Credit Agreement with respect to the Series A New Term Loans.

4.	Upfront Fees.  Borrower agrees to pay each New Lender an upfront fee on the Series A New Term Loan Increased Amount Date (as defined below) in the amount set forth opposite the name of such New Lender on Schedule B annexed hereto

5.	Proposed Borrowing.  This Agreement represents Borrower’s request to borrow Series A New Term Loans from the New Term Loan Lenders as follows (the “Proposed Borrowing”):

a.

Business Day of Proposed Borrowing:The date (the “Series A New Term Loan Increased Amount Date”) that is the Increased Amount Date specified in the notice in respect of the Series A New Term Loans delivered by the Borrower to the Administrative Agent and the Co-Syndication Agents pursuant to subsection 2.9A of the Credit Agreement.

The Administrative Agent agrees that the Series A New Term Loan Increased Amount Date may be less than ten (10) Business Days (but not less than seven (7) Business Days) after the date on which notice in respect of the Series A New Term Loans pursuant to subsection 2.9A of the Credit Agreement is delivered to the Administrative Agent and the Co-Syndication Agents.

The Administrative Agent further agrees that the Borrowing Notice in respect of the Series A New Term Loans may be delivered by the Borrower to the Administrative Agent less than five (5) Business Days (but not less than four (4) Business Days) before the Series A New Term Loan Increased Amount Date.

6.	Other Terms.

a.

The New Term Loan Maturity Date of the Series A New Term Loans shall be March 30, 2021.

b.

The obligation of the New Term Loan Lenders to fund Series A New Term Loans on the Series A New Term Loan Increased Amount Date shall be subject to (i) the Administrative Agent’s receipt of a certificate of the Borrower certifying that the Company has received all regulatory approvals from the government of Macau SAR required in respect of the issuance of the Series A New Term Loans and (ii) the execution and delivery by the Guarantors of the reaffirmation of the Guaranty and all amendments to the Foreign Security Agreements required by the Administrative Agent in respect of the issuance of the Series A New Term Loans and set forth in Schedule C annexed hereto.

c.

Each New Term Loan Lender agrees to fund its Commitment on the Series A New Term Loan Increased Amount Date subject to the conditions of this Agreement.

7.	Credit Agreement Governs.  Except as set forth in this Agreement, Series A New Term Loans shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents.

 

 

² To be completed in the Borrowing Notice in respect of the Series A New Term Loans.

8.	Certifications.  By its execution of this Agreement, the Borrower and the Company hereby certify that:

i.

The representations and warranties contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects on and as of the date hereof and on the Business Day of Proposed Borrowing as set forth above to the same extent as though made on and as of the date hereof and on the Business Day of Proposed Borrowing as set forth above, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date;

ii.

No event has occurred and is continuing or would result from the consummation of the Proposed Borrowing contemplated hereby that would constitute an Event of Default or a Potential Event of Default;

iii.

No order, judgment or decree of any court, arbitrator or Governmental Instrumentality shall purport to enjoin or restrain any Lender from making the Series A New Term Loan; and

iv.

The making of the Loans requested on the date hereof does 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.

9.	Covenants. By its execution of this Agreement, the Borrower hereby covenants that:

i.

The Borrower shall make any payments required pursuant to Sections 2.6(D) and 2.7 of the Credit Agreement in connection with the Proposed Borrowing contemplated hereby;

ii.

The Borrower shall deliver or cause to be delivered documents reasonably requested by Administrative Agent in connection with this Agreement; and

iii.

Set forth on the attached Officers’ Certificate are the calculations (in reasonable detail) demonstrating compliance with the financial tests described in subsection 2.9B(2) and subsection 7.6 of the Credit Agreement after giving effect to the Proposed Borrowing contemplated hereby.

10.	Eligible Assignee.  By its execution of this Agreement, each New Term Loan Lender represents and warrants that it is an Eligible Assignee.

 

 

 

11.	Notice.  For purposes of the Credit Agreement, the initial notice address of each New Term Loan Lender, if not already included in or if different from Schedule 10.9 to the Credit Agreement, shall be as set forth below its signature below.

12.

Tax Information.  For each New Term Loan Lender delivered herewith to Administrative Agent are such properly completed and executed documentation prescribed by applicable law and such other information with respect to Included Taxes as such New Term Loan Lender may be required to deliver to Administrative Agent pursuant to subsection 2.7(C)(vii) of the Credit Agreement.

13.	Recordation of the New Loans.  Upon execution and delivery hereof, Administrative Agent will record the Series A New Term Loans made by New Term Loan Lenders in the Register.

14.	Amendment, Modification and Waiver.  This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.

15.

Entire Agreement.  This Agreement, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.

16.

GOVERNING 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 LAWS OF THE STATE OF NEW YORK (INCLUDING §5-1401 OF THE GENERAL OBLIGATIONS LAW OF STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

17.

Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.  If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

18.	Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

19.	Amendment of the Credit Agreement.   Each of the Administrative Agent and the Co-Syndication Agents party hereto deem it necessary and appropriate that Sections 1, 2, 3, 5 and 6 of this Agreement amend the Credit Agreement and the

 

 

 

19.

Amendment of the Credit Agreement.   Each of the Administrative Agent and the Co-Syndication Agents party hereto deem it necessary and appropriate that Sections 1, 2, 3, 5 and 6 of this Agreement amend the Credit Agreement and the other Loan Documents in order to effect the provisions of such Sections in accordance with subsection 2.9 of the Credit Agreement.  This Agreement shall be deemed a Loan Document for all purposes under the Credit Agreement.

 

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.

	Bank of China Limited, Macau Branch
	By:	/s/ WONG IAO KUN
	Name:	Wong Iao Kun
	Title:	Deputy Director of Credit Administration Department

Notice Address: Avenida Doutor Mario Soares, no.323, 13/F, Bank of China Building Macau     Attention: Jade Gan / Iris Ielong Telephone: (853) 8792 1661 / 1682 Facsimile: (853) 8792 1659 / 0308

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.

	Industrial and Commercial Bank of China (Macau) Limited
	By:	/s/ CHAN KAM LUN / YANG PENG
	Name:	Chan Kam Lun / Yang Peng
	Title:	Chief Consumer Banking Officer / General Manager

Notice Address: 18/F, ICBC Tower, Macau Landmark 555 Avenida de Amizade, Macau     Attention: Linda Chan / Selene Ren Telephone: 83982452 / 83982499 Facsimile: 28584496

 

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.

	China Construction Bank Corporation Macau Branch
	By:	/s/ WADE HOU
	Name:	Wade Hou
	Title:	General Manager

Notice Address: 5/F, Circle Square, 61 Avenida de Almeida Ribeiro, Macau     Attention: Alex Ng / Mandy Kuong Telephone: (853) 8291 1814 / 1825 Facsimile: (853) 8291 1839 / 1880

 

 

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.

	Bank of Communications Co., Ltd. Macau Branch
	By:	/s/ WU YE / LENG SAN
	Name:	Wu Ye / Leng San
	Title:	General Manager / Head of Management Department

Notice Address: 16/F, AIA Tower, No. 251A-301, Avenida Comercial de Macau     Attention: Telephone: Facsimile:

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.

	Banco Nacional Ultramarino, S.A.
	By:	/s/ TOU KEI SAN / LEANDRO RODRIGUES DA GRACA SILVA
	Name:	Tou Kei San / Leandro Rodrigues da Graca Silva
	Title:	General Manager / Executive Director

Notice Address: No.22, Avenida de Almeida Ribeiro, Macau     Attention: Violet Choi Telephone: (853) 8398 9106 Facsimile: (853) 2835 6867

 

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.

	Oversea-Chinese Banking Corporation Limited
	By:	/s/ CHEOK KEE HOCK RICHARD
	Name:	Cheok Kee Hock Richard
	Title:	Head, Real Estate

Notice Address: 65 Chulia Street, #10-00 OCBC Centre, Singapore 049513     Attention: Telephone: Facsimile:

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.

	Sumitomo Mitsui Banking Corporation
	By:	/s/ WILLIAM G. KARL
	Name:	William G. Karl
	Title:	Executive Officer

Notice Address: 277 Park Avenue New York, NY 10172     Attention: John Corrigan Telephone: 212 ###-###-#### Facsimile: 212 ###-###-####

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.

	Wing Lung Bank Ltd., Macau Branch
	By:	/s/ WONG WAH CHUEN
	Name:	Wong Wah Chuen
	Title:	Deputy General Manager

Notice Address: Unit 18 F-J Finance and IT Centre of Macau Nam Van Lake, Quarteirao 5, Lote A, Macau     Attention: Charlie Chen / Philip Deng Telephone: (853) 2888 8111, Ext. 3801 Facsimile: (853) 2875 0933

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.

	Bank of America N.A.
	By:	/s/ JOYCE Y. CHAN
	Name:	Joyce Y. Chan
	Title:	Director

Notice Address: 52/F, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong     Attention: Elena Ng Telephone: 852-3508-2094 Facsimile: 852-3508-2914

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.

	DBS Bank Ltd.
	By:	/s/ YEO KIA CHIAK
	Name:	Yeo Kia Chiak
	Title:	Vice President

Notice Address: 12 Marina Boulevard, Marina Bay Financial Centre Tower 3, Level 46, Singapore 018982     Attention: Max Lim / Diana Tay Telephone: +65 6878 6490 / 2108 Facsimile: +65 6324 4127

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.

	United Overseas Bank Limited
	By:	/s/ LIM CHIN HONG
	Name:	Lim Chin Hong
	Title:	Executive Director Corporate Banking Singapore

Notice Address: 1 Raffles Place #23-61 One Raffles Place Tower 2 Singapore 048616     Attention: Telephone: Facsimile:

 

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.

	The Bank of Nova Scotia
	By:	/s/ DIANE EMANUEL
	Name:	Diane Emanuel
	Title:	Managing Director

Notice Address: 720 King Street West, Toronto, Ontario, Canada M5V2T3     Attention: Telephone: Facsimile: 212 ###-###-####

 

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.

	Goldman Sachs (Asia) L.L.C.
	By:	/s/ NELSON LO
	Name:	Nelson Lo
	Title:	Managing Director

Notice Address: 68th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong     Attention: Asia Loan Servicing Telephone: Facsimile: 917 ###-###-####

 

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.

	BNP Paribas Hong Kong Branch
	By:	/s/ PAUL YANG / MARY HSE
	Name:	Paul Yang / Mary Hse
	Title:	Head of Greater China & Chief Executive Officer HK / Managing Director, Senior Banker, Coverage, HK Investment Banking Asia-Pacific

Notice Address: 63/F., Two International Finance Centre 8 Finance Street, Central, Hong Kong     Attention: Joshua Lau Telephone: 2909 8722 Facsimile: 2970 0296

 

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of April 10, 2015.

	VML US FINANCE LLC
	By:	/s/ TOH HUP HOCK
	Name:	Toh Hup Hock
	Title:	Borrower Designated Officer

Consented to by: