Development Agreement, dated April 3, 2019, between the Singapore Tourism Board and Marina Bay Sands Pte. Ltd

ANNEXURE “A” - LAND PARCEL PLAN

ANNEXURE “B” - FORM OF BANKER’S GUARANTEE

ANNEXURE “C” - FORM OF LEASE

ANNEXURE “D” - ACCEPTED PROPOSAL

ANNEXURE “E” - PLANNING PARAMETERS

ANNEXURE “F” - CASINO TAX RATES

ANNEXURE “G” - LESSEE RESPONSIBLE GAMBLING INITIATIVES

ANNEXURE “H” - TRUNCATION OF CST

THIS DEVELOPMENT AGREEMENT is made the 3^rd day of April Two thousand and nineteen (2019) between:

WHEREAS:

1.Pursuant to Leases IE/259455V and IE/259470L, both made between the Lessor and the Lessee, the Lessor leased the Original Demised Land (as defined in Lease IE/259455V) and the Additional Demised Land (as defined in Lease IE/259470L) to the Lessee for respective lease terms ending on 21 August 2066 for inter alia the construction, development and establishment of the Integrated Resort 1 (as defined below).

2.Pursuant to an offer of alienation made by Singapore Land Authority, as agent for and on behalf of the head lessor, the President of the Republic of Singapore (the “Head Lessor” which expression shall include her successors in office), the Head Lessor offered to alienate to the Lessor, a lease of the Land (as defined below) for a leasehold estate commencing from the date full payment of the alienation premium is received by the Singapore Land Authority and ending on 22 August 2066, which is to be used strictly for the construction, development and establishment of the Integrated Resort 2 (as defined below) on the Land, and on the other terms, conditions and covenants contained in the letter of offer of alienation dated 3 April 2019 issued by the Singapore Land Authority to the Lessor (the “Letter of Offer”). The Land shall be comprised in State Lease/s to be hereafter issued by the Head Lessor in favour of the Lessor.

3.The Lessee has agreed at its own cost and expense to construct, develop and establish the IR2 (as defined below) on the Land in accordance with the Accepted Proposal (as defined below) in consideration of the following:

(i)the Lessor granting to the Lessee a lease of the Land for the Lease Term (as defined below) subject to the terms, covenants and conditions hereinafter appearing; and

(ii)the Lessee receiving certain entitlements, and the Lessor’s compensation to the Lessee in the event the Lessee does not receive these entitlements, as more fully set out in Clause 16 herein.

4.The total project cost for the IR2 project is approximately Singapore Dollars Four billion and five hundred million (S$4,500,000,000).

NOW IT IS HEREBY AGREED as follows:

1.1    Definitions

In this Agreement, including the Recitals, unless the context otherwise requires:

“Accepted Proposal” means the concept proposals and documents listed in Annexure “D” and shall include, where applicable, such additions and amendments thereto as may be made by the Lessee with the approval of the Lessor and the Development Investment to be expended for the development submitted by the Lessee, pursuant to and in compliance with this Agreement relating to the construction, development and establishment of the IR2;

“Additional Gaming Area” has the meaning ascribed to it in Clause 16.2.1;

“Additional Gaming Machines” has the meaning ascribed to it in Clause 16.3.1;

“Approved Mortgagee” means any bank licensed under the Banking Act (Cap. 19) or any finance company licensed under the Finance Companies Act (Cap. 108), or such other mortgagee as may be approved by the Lessor in writing;

“Banker's Guarantee” means the unconditional guarantee(s) to be provided by the Lessee pursuant to Clause 5 of this Agreement from a bank(s) licensed with the Monetary Authority of Singapore and acceptable to the Lessor and in the format annexed hereto and marked as Annexure “B” and which shall be payable on demand in writing being made by the Lessor;

“Banker’s Guarantee Period” has the meaning ascribed to it in Clause 5.2(i);

“Base Compensation for Gaming Machines” has the meaning ascribed to it in Clause 16.5.3(ii);

“Base Differential Amount” has the meaning ascribed to it in Clause 16.5.3(iii);

“Base Repayment Amount” has the meaning ascribed to it in paragraph 4(i) of Annexure “F”;

“Bayfront MRT Station” means the mass rapid transit station located in the Subterranean RTS Stratum together with the network or system of rails, tracks, grooves or other guide-ways on, under or above ground along which a train moves or runs and includes all tunnels, viaducts, bridges, crossings, vents, staircases, escalators, accesses and other structures within, under, above or leading to and from the Subterranean RTS Stratum;

“Business Day” means any of the days from Monday to Friday inclusive, other than a day which is a public holiday in Singapore;

“Casino” has the meaning ascribed to it in the Legislation;

“Casino Concession” means the privilege conferred on the Lessee to locate the Casino on the Designated Site subject to the Legislation;

“Casino Control Act” means the Casino Control Act (Cap. 33A) and all amendments, supplements, modification or re-enactment thereof from time to time;

“Casino Licence” means the licence granted by the Regulator for the Casino on the Designated Site pursuant to the Legislation and includes such renewal thereof from time to time;

“Casino Tax” means the casino tax referred to in Part IX of the Casino Control Act and in the Casino Control (Casino Tax) Regulations 2010;

“Casino Tax Period” means the period of not less than ten (10) years from the effective date of the Proposed Legislative Provisions relating to Casino Tax Rates, which effective date shall be no sooner than 1 March 2022;

“Casino Tax Rates” means the rates set out in Annexure “F”, which rates shall apply for the duration of the Casino Tax Period;

“Commence Construction” means:

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

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

“Completion” of the IR2 or the Proposed GFA (as the case may be) means:

and where no TOP is required under the Building Control Act (Cap. 29) to be issued for any part of the IR2, completion of such part under Subclause (i) above shall mean the written confirmation of the relevant Competent Authority that it is completed in accordance with its requirements and to its satisfaction and where the Planning Parameters make specific provisions for the completion of any part of the IR2 or any item of works, completion of such part or item under Subclause (i) above shall mean completion in accordance with such specific provisions, and “Complete” and “Completed” in relation to the IR2 shall have corresponding meanings;

“Concession Period” means in relation to the Casino Concession, the period of thirty (30) years from 23 August 2006 and includes any renewal or extension thereof from time to time;

“Contaminants” has the meaning ascribed to it in Clause 28A.4;

“Corresponding Base Revenue” has the meaning ascribed to it in paragraph 1 of Annexure “F”;

“CRA” has the meaning ascribed to it in paragraph 1(i) of Annexure “G”;

“CSC” means the Certificate of Statutory Completion issued under Section 12(1) of the Building Control Act (Cap. 29) certifying that the new buildings to which the CSC relates have been completed in accordance with the provisions of the Building Control Act and the regulations made thereunder and that occupation of the buildings is permitted;

“CST” or “Common Services Tunnels” means the system of underground concrete structures within the Marina Bay area used or intended to be used for the purpose of housing and distribution of utility services (including, but not limited to utility services for or relating to electricity, gas, water, sewerage, telecommunication, draining of stormwater or surface water and pneumatic refuse removal) to land within and outside the Marina Bay area;

“CST Ancillary Structure” means:

“DCS” means the whole of the facility known as “District Cooling System” used for or in connection with the provision of DC Services in the service area within which the Land is located comprising one or more district cooling plants, one or more chillers or similar cooling units, district cooling pipes and other apparatus including metering equipment but excluding the whole of the IR2's own internal cooling system;

“DC Operator” means the person appointed by the Singapore Government from time to time to provide DC Services and who will be operating and maintaining the DCS;

“DC Services” means the sale by the DC Operator of coolant for space cooling in the service area within which the Land is located;

“Designated Site” means the parcels of land designated under the Legislation as the site upon which a casino may be located;

“Development Investment” means the amount as stated in Clause 7 of this Agreement (subject to Provisos 7.1(a) and (b)) to be paid or incurred by the Lessee in the development of the whole of the IR2 in:

but excluding the Land Premium;

“Earlier Date” has the meaning ascribed to it in Clause 5.2(ii);

“Effective Date” means the date the Lessee pays all sums due and delivers all items required to be delivered in accordance with Clause 4.2 of this Agreement;

“Electrical Substation” or “ESS” means the 230/22kV electrical substation which is part of the infrastructure provisions for the Marina Bay area;

“Entry Levy” has the meaning ascribed to it in section 116(1) of the Casino Control Act;

“ESS Contribution” means the sum of Singapore Dollars Two million nine hundred and ten thousand (S$2,910,000) being the Lessee's contribution towards the costs of provision of the ESS;

“Event of Default” means any, each or all (as the context may require) of the events as provided in Clause 27 of this Agreement;

“Excluded Mines and Minerals” has the meaning ascribed to it in Clause 18.4;

“Exclusivity Period” means the period from the Effective Date up to and including 31 December 2030;

“Expanded IR” means, collectively, IR1 and IR2;

“Extended Completion Date” has the meaning ascribed to it in Clause 12.2(i);

“External Auditors” means the auditors appointed to undertake the auditing and certification of the Completion of the Proposed GFA and the expenditure by the Lessee towards the Development Investment;

“External Auditors' Confirmation” means the written confirmation of the External Auditors in relation to the amount of the Development Investment that the Lessee has paid or incurred and whether the Proposed GFA has been Completed;

“Force Majeure” means any event or occurrence which is outside the reasonable control of the party concerned and which causes or results in delay in the performance by a party of any of its obligations under this Agreement, and which is not attributable to any act or failure to take preventive action by the party concerned, including (but not limited to):

“Gaming Area” has the meaning ascribed to it in the Casino Control (Casino Layout) Regulations 2009;

“Gaming Area Employee” means those Special Employees, as defined in the Legislation and employed by the Lessee, who are deployed in the Casino and interact with patrons as part of the operations of the Casino;

“Gaming Machine” has the meaning ascribed to it in the Casino Control Act;

“Goods and Services Tax” or “GST” means the goods and services tax payable under the Goods and Services Tax Act (Cap. 117A);

“Government” means the Government of the Republic of Singapore as a whole including all its Ministries, government departments, organs of State and shall include any officer or person authorised by the Government to act on its behalf;

“Grant of Written Permission” means the written approval of the Competent Authority under the Planning Act for the proposed development of the IR2 on the Land and includes any approval of the Competent Authority for any amendment or variation to the approved plans made with the prior written approval of the Lessor;

“Gross Floor Area” or “GFA” has the meaning ascribed to the term “floor area” under the Planning (Development Charges) Rules;

“Gross Gaming Revenue” has the meaning ascribed to it in the Casino Control Act;

“Gross Plot Ratio” refers to the ratio of the Gross Floor Area of a building(s) to its site area;

“Gross Revenue” means all payments, revenue or gross receipts from sales paid to or collected by the Lessee and the Lessee's tenants and sub-lessees, from the use of the public attractions and facilities on those parts of the IR2 and shall include but not be limited to:

“Guaranteed Sum” has the meaning ascribed to it in paragraph 2 of Annexure “B”;

“Head Lessor” has the meaning ascribed to it in Recital 2;

“Integrated Resort 1” or “IR1” means the large scale development constructed, developed and established on the Original Demised Land and the Additional Demised Land by the Lessee, as more particularly described in Leases IE/259455V and IE/259470L;

“Integrated Resort 2” or “IR2” means the large scale development to be constructed, developed and established on the Land by the Lessee in accordance with the terms and conditions of this Agreement with a comprehensive range of integrated and synergised amenities for recreation, entertainment and lifestyle uses to provide a total experience for visitors through creative programming, branding and marketing, which will include a hotel, the Key Attractions, and other amenities for visitors, but shall exclude any residential (including Serviced Apartments) or independent office use;

“IR1 Key Attractions” shall have the same meaning ascribed to the term “Key Attractions” in the IR1 Leases;

“IR1 Leases” means Leases IE/259455V and IE/259470L;

“Key Attractions” means all of the following attractions, facilities or buildings proposed by the Lessee in the Accepted Proposal to be developed and established on the Land during the Lease Term:

and the expression “Key Attractions” shall include the Key Attractions as improved/updated/modernised/refurbished/changed/revised from time to time pursuant to the provisions of Clause 10 or Clause 17.3 or Clause 17.4 (as the case may be);

“Land” means all those pieces or parcels of land at Marina Bay, along Bayfront Avenue:

“Land Premium” means the sum of Singapore Dollars One billion two hundred and sixty-three million and five (S$1,263,000,005.00) (exclusive of GST which shall be paid by the Lessee) paid by the Lessee to the Lessor for the Land;

“Law” means the provisions of all existing or future Acts of Parliament, ordinances, orders, byelaws, rules or regulations and includes the Legislation;

“Lease” means the instrument of lease in the format annexed hereto and marked as Annexure “C” (with such modifications (if any) as may be agreed upon between the parties to this Agreement) as may be granted by the Lessor to the Lessee for the lease of the Land for the Lease Term and for the development thereon of the IR2;

“Lease Term” means the period commencing from the Effective Date and ending on 21 August 2066;

“Legislation” means the law enacted or to be enacted by the Government relating to the establishment of the Regulator and gaming in casinos in Singapore and includes all subsidiary legislation, notifications, ordinances, orders, directives, guidelines, rules and regulations and all amendments, supplements, modification or re-enactment thereof from time to time;

“Lessee Responsible Gambling Initiatives” means the responsible gambling initiatives as set out in Annexure “G”;

“Letter of Offer” shall have the meaning ascribed to it in Recital 2;

“LTA” means the Land Transport Authority of Singapore, a body corporate established under the Land Transport Authority of Singapore Act (Cap. 158A);

“Management Agent” means the company appointed by the Lessee pursuant to a management agreement to manage and operate the Casino;

“MICE” means meetings, incentive travel, conventions and exhibitions;

“MSF” has the meaning ascribed to it in paragraph 1(i) of Annexure “G”;

“Net Floor Area” or “NFA” means the area of floor space (measured to the internal face of the perimeter walls at each floor level) which are available for MICE activities but excluding ancillary areas such as (but not limited to) the following:

“New Casino Area” has the meaning ascribed to it in Clause 16.4.1;

“Notice of Approval” means the written approval of the Commissioner of Building Control as the Competent Authority of the building plans for the proposed development of the IR2 on the Land and includes any approval of any amendment or variation to the approved plans made, with the prior written approval of the Lessor, by the Competent Authority supplemental thereto;

“Option” has the meaning ascribed to it in Clause 16.2.2;

“Option Period” has the meaning ascribed to it in Clause 16.2.2;

“Parcel 1” means the parcel of land known as State Land Lots 554A-PT, 485X-PT, and 440X of Town Subdivision 30 as shown delineated and marked as Parcel 1 on the plan in Annexure “A”;

“Parcel 2” means the stratum of subterranean space as shown delineated and marked as Parcel 2 on the plan in Annexure “A”;

“Parcel 3” means the stratum of subterranean space as shown delineated and marked as Parcel 3 on the plan in Annexure “A”;

“Parcel 4” means the stratum of air space as shown delineated and marked as Parcel 4 on the plan in Annexure “A”;

“Parcel 5” means the stratum of air space as shown delineated and marked as Parcel 5 on the plan in Annexure “A”;

“Parcel 6” means the stratum of subterranean space as shown delineated and marked as Parcel 6 on the plan in Annexure “A”;

“Parcel 2 Demised Land” means such parts of Parcel 2 within which the public underground pedestrian connection is constructed with approval of the Competent Authorities and in accordance with Clause 4.22 of the document marked “Annex E1” which forms part of Annexure “E”;

“Parcel 3 Demised Land” means such parts of Parcel 3 within which the public underground pedestrian connection is constructed with approval of the Competent Authorities and in accordance with Clause 4.22 of the document marked “Annex E1” which forms part of Annexure “E”;

“Parcel 4 Demised Land” means such parts of Parcel 4 within which the public elevated pedestrian connection is constructed with approval of the Competent Authorities and in accordance with Clause 4.23 of the document marked “Annex E1” which forms part of Annexure “E”;

“Parcel 5 Demised Land” means such parts of Parcel 5 within which the public elevated pedestrian connection is constructed with approval of the Competent Authorities and in accordance with Clause 4.23 of the document marked “Annex E1” which forms part of Annexure “E”;

“Parcel 6 Demised Land” means such parts of Parcel 6 within which the public underground pedestrian connection is constructed with approval of the Competent Authorities and in accordance with Clause 4.22 of the document marked “Annex E1” which forms part of Annexure “E”;

“Parcels AR1, AR2 and AR3” means the pieces of land fronting Bayfront Avenue and Sheares Avenue as shown delineated and marked respectively as Parcels AR1, AR2 and AR3 on the plan attached as Annexure “A” hereto;

“PCP” has the meaning ascribed to it in paragraph 3(iii) of Annexure “G”;

“Permissible GFA” means the GFA permitted for the Land which shall not exceed 242,408 square metres;

“Permit to Commence Building Works” means the permit to carry out structural works as provided for in Section 6 of the Building Control Act (Cap. 29) and granted by the Commissioner of Building Control in relation to the IR2 on the Land;

“Planning Parameters” means the guidelines to be complied with by the Lessee in all material respects on the planning, design, infrastructural and technical requirements applicable in relation to the construction and development of the IR2 at the Land and attached as Annexure “E” hereto or as may at any time after the Effective Date be amended, varied or changed by agreement between the Lessee and the Competent Authorities and, if required, approved by the Lessor;

“Planning Permission” means all the planning approvals granted to the Accepted Proposal by the Competent Authorities including the Grant of Written Permission, the Notice of Approval, the Permit to Commence Building Works and all such conditions and directives stipulated by the Competent Authorities in relation to the construction, development and operation of the IR2;

“Post-Works Tests” has the meaning ascribed to it in Clause 28A.1(ii)(b);

“President” means the President of the Republic of Singapore and her successors-in-office;

“Proposed GFA” means the GFA for the whole of the IR2 proposed by the Lessee in the Accepted Proposal and to be complied with, in the development, and which shall not be less than 242,408 square metres;

“Proposed Legislative Provisions” means: (i) the Proposed Legislative Provisions relating to Casino Tax Rates; (ii) the Proposed Legislative Provisions relating to Entry Levies; (iii) the Proposed Legislative Provisions relating to Exclusivity Period; (iv) the Proposed Legislative Provisions relating to Gaming Area; and (v) the Proposed Legislative Provisions relating to Gaming Machines, or any one or more of them;

“Proposed Legislative Provisions relating to Casino Tax Rates” means the Legislation or any other relevant Law to be enacted by the Government according the Casino Tax Rates to the Lessee;

“Proposed Legislative Provisions relating to Entry Levies” means the Legislation to be enacted by the Government providing that the Entry Levy payable to a casino operator by any person who is a citizen or permanent resident of Singapore to enter or remain on the casino premises at any time on any day shall, for a period of 5 years from the date of this Agreement be not more than: (i) S$150 for every consecutive period of 24 hours; and (ii) S$3,000 for a valid annual membership of the casino;

“Proposed Legislative Provisions relating to Exclusivity Period” means the Legislation to be enacted by the Government providing that there shall not be more than two (2) casino licences in force under the Legislation during the Exclusivity Period;

“Proposed Legislative Provisions relating to Gaming Area” means the Legislation to be enacted by the Government providing that the Lessee is permitted to develop, fit out and operate the Additional Gaming Area in the manner set out in Clause 16.2.4;

“Proposed Legislative Provisions relating to Gaming Machines” means the Legislation to be enacted by the Government providing that the Lessee is permitted to make available for gaming the Additional Gaming Machines in the manner set out in Clause 16.3.1;

“Rapid Transit System” or “RTS” means the comprehensive system of rail network running underground and above-ground connecting the city centre to the all other parts of Singapore;

“Registered Land Surveyor” has the meaning ascribed to it in Clause 20.1;

“Regulator” means the Casino Regulatory Authority of Singapore;

“Relevant Date” means, with respect to:

Confirmation that all the conditions prescribed in Clauses 5.4(iii) and 5.4(iv) have been met;

“RG Requirements” has the meaning ascribed to it in Clause 16.4A.1;

“RGAs” has the meaning ascribed to it in paragraph 1(i) of Annexure “G”;

“Security Deposit” means the sum equivalent to five percent (5%) of the Development Investment payable by the Lessee pursuant to Clauses 4.1 and 5 of this Agreement in any of the following manner:

“Serviced Apartments” means a block or blocks of flats comprising self-contained apartments with provision of kitchenettes /kitchens and support services for residents such as concierge, housekeeping and/or laundry that cater to short-term stays either on a weekly or monthly basis, with a high turnover of tenants and developed, owned and/or managed under one (1) single ownership, i.e. a non-strata sub-divisible entity;

“SIAC” has the meaning ascribed to it in Clause 16.6.1;

“SIAC Rules” has the meaning ascribed to it in Clause 16.6.1;

“SLA” means the Singapore Land Authority, a body corporate established under the Singapore Land Authority Act (Cap. 301);

“SOR” means the Singapore Swap Offer Rate, or, if such rate is not available, then the prevailing rate as may be prescribed in the Legislation, or if such prevailing rate is not available, then such rate as may be agreed between the parties;

“Stamp Duty” means the duty payable on legal documents and instruments on such transactions specified under the provisions of the Stamp Duties Act (Cap. 312);

“Subject Parcels” means, collectively, Parcel 2, Parcel 3, Parcel 4, Parcel 5 and Parcel 6;

“Subterranean/Air-space Lots” means, collectively, Parcel 2 Demised Land, Parcel 3 Demised Land, Parcel 4 Demised Land, Parcel 5 Demised Land and Parcel 6 Demised Land;

“Subterranean CST Stratum” means the part of subterranean State Land Lot 80038C of Town Subdivision 30 containing part of the CST as shown delineated in dotted lines and coloured green on the plan in Appendix 3.3 of the document marked “Annex E1” which forms part of Annexure “E”;

“Subterranean Government CST Stratum” means the whole of the Subterranean CST Stratum or such part of the Subterranean CST Stratum as determined by the Government or the Urban Redevelopment Authority under Clause 13D to be excluded from Parcel 1;

“Subterranean RTS Stratum” means that part of subterranean land Lot 80032T of Town Subdivision 30 occupied by part of the Bayfront MRT Station, as shown delineated and shaded in blue on the plan in Annexure “A”;

“Supporting Areas” has the meaning ascribed to it in Clause 16.2.1;

“Tax Differential Amount” has the meaning ascribed to it in Clause 16.5.3(iii);

“TOP” means the Temporary Occupation Permit issued under Section 12(3) of the Building Control Act (Cap. 29) permitting the temporary occupation of the buildings on the Land subject to the written directions to be issued thereafter;

“Total Compensation for Gaming Machines” has the meaning ascribed to it in Clause 16.5.3(ii);

“Trial Pit Tests” has the meaning ascribed to it in Clause 28A.1(i);

“URA” means the Chief Executive Officer of the Urban Redevelopment Authority as the Competent Authority under the Planning Act (Cap. 232);

“Urban Redevelopment Authority” means the body corporate established under the Urban Redevelopment Authority Act (Cap. 340); and

“year” means a consecutive period of twelve (12) calendar months.

1.2    In this Agreement, including the Recitals, unless the context otherwise requires:

1.3    In this Agreement, including the Recitals:

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

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

3.2    Possession of Parcel 1 excluding the Subterranean CST Stratum and the Subterranean RTS Stratum is to be delivered to the Lessee on the Effective Date subject to the payment of all monies and the signing of all required documents by the Lessee as mentioned in Clause 3.1. In the event of any determination by the Government and the Urban Redevelopment Authority pursuant to Clause 13D that only part of the Subterranean CST Stratum is to be excluded from Parcel 1, possession of such part of the Subterranean CST Stratum that is to be included as part of Parcel 1 as determined by the Government and the Urban Redevelopment Authority shall with effect from the date of such determination be deemed to have been delivered to the Lessee as from the Effective Date and the Lessee shall not raise any objection in relation thereto. The lease to be granted to the Lessee pursuant to Clause 2 of this Agreement shall with respect to Parcel 1, be for Parcel 1 excluding the Subterranean Government CST Stratum (as so determined by the Government and the Urban Redevelopment Authority) and the Subterranean RTS Stratum.

3.3    Possession of the Subject Parcels is to be delivered to the Lessee for purpose of the construction of the public underground or elevated pedestrian connections therein in accordance with the Planning Parameters but the lease to be granted to the Lessee pursuant to Clause 2 of this Agreement shall, with respect to the Subject Parcels, be for only the Subterranean/Air-space Lots.

3.4    Subject to Clause 3.3, the Lessee shall have no right or interest whatsoever in or with respect to the Subject Parcels save for the Subterranean/Air-space Lots, and upon completion (as part of the Completion of the IR2) of the subterranean or elevated pedestrian connections on or within each of the Subject Parcels:

without the requirement for any action or notice on the part of either the Lessor or the Lessee.

4.1    The Lessee shall on the date of this Agreement pay the sum of Singapore Dollars One hundred and fifty three million and one hundred thousand (S$153,100,000.00) being the Security Deposit, by way of such Banker's Guarantee, banker's cheque(s) or cashier's order(s) or evidence of electronic means such as direct debit or telegraphic transfer to be made in favour of “SINGAPORE TOURISM BOARD”.

4.2    The Lessee shall on or before twelve (12) noon of 10 April 2019 pay or deliver to the Lessor the following:

5.1    The Security Deposit shall be security for the due performance and observance by the Lessee of the terms and conditions herein contained in relation to the development of the IR2 subject to the provisions hereinafter appearing and shall not be deemed or treated as payment of the Land Premium or other charges under this Agreement.

5.2    If the Security Deposit is provided by way of the Banker’s Guarantee, then the Banker's Guarantee (or such consecutive renewals and/or replacements thereof) shall be valid for an aggregate period of either:

For purposes of this Clause 5.2(ii), in the event that the Lessee shall be unable to Complete the IR2 by such Earlier Date, then the Lessee shall at least six (6) months before the expiry of the Earlier Date, apply to the Lessor in writing for an extension of time for Completion. Immediately upon the Lessor's acceptance of the Lessee's request for the extension of time, the Lessee shall renew the Banker's Guarantee for such extended period and a further period of six (6) months. If the Lessee shall fail to renew the Banker's Guarantee on the expiry of the Earlier Date, then the Lessor shall be entitled to demand the payment of the Security Deposit secured by the Banker's Guarantee and hold such monies until the Completion of the IR2.

The Lessee shall be entitled to provide a Banker’s Guarantee that is valid for a period less than the Banker’s Guarantee Period provided that no less than six (6) months prior to the expiry of such Banker’s Guarantee, the Lessee shall provide a further or further Banker’s Guarantee(s) for the remainder of the Banker’s Guarantee Period. All expenses incurred by the Lessee in obtaining, maintaining and extending the Security Deposit shall be borne by the Lessee.

5.3    Upon receipt of the External Auditors' Confirmation that all the conditions prescribed in Clauses 5.4(iii) and 5.4(iv) have been met, the Lessor shall within thirty (30) days from the date of receipt of the External Auditors' Confirmation, release to the Lessee the Security Deposit, free of interest, subject to any deduction as may have been made therefrom, or return the Banker's Guarantee, if so provided, provided there shall not, at the due date of the refund or return of the Security Deposit, be any existing breach by the Lessee of any term or condition contained in this Agreement in relation to the development of the IR2.

5.4    If the Lessee shall fail to:

or such extended period as may be reasonably allowed in writing by the Lessor, the Lessor shall thereupon be entitled to forfeit the Security Deposit, if paid in cash or to demand the payment of the Security Deposit secured by the Banker's Guarantee and thereafter the Lessor shall be free of any obligation to return the same. The exercise by the Lessor of its rights under this Clause 5.4 shall be the sole remedy available to the Lessor for failure by the Lessee to Commence Construction within three (3) years from the Effective Date, pay or incur one hundred per cent (100%) of the Development Investment within eight (8) years from the Effective Date, or Complete construction of one hundred per cent (100%) of the Proposed GFA within eight (8) years from the Effective Date, but shall be without prejudice to the rights and remedies conferred upon the Lessor by any provision of this Agreement arising from any breach by the Lessee of its obligations under any other provision of this Agreement (including under Clauses 12.1, 12.2 and 27). In the event the Lessor forfeits the whole or any part of the Security Deposit pursuant to this provision, there shall be no obligation on the Lessee to furnish a further amount by way of security deposit to top up the amount so forfeited.

6.1    The Lessor shall, at the cost of the Lessee, appoint the External Auditors to undertake: (i) the auditing and certification of the Completion of the Proposed GFA; and (ii) the auditing and certification of the expenditure by the Lessee towards the Development Investment, such auditing to be conducted upon Completion of the Proposed GFA or eight (8) years from the Effective Date, whichever is earlier.

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

6.3    Without prejudice to the Lessee’s obligations under Clause 11.1, any determination by the External Auditors as to whether a specified GFA or Net Floor Area in this Agreement has been built shall take into account any construction variance which is in line with industry practice from time to time prevailing but nothing in this Clause 6.3 shall be construed to permit the Lessee to increase the Permissible GFA without approval of the Lessor and/or the Competent Authorities.

7.1    Subject to Clause 10.1, the Development Investment shall be of a total sum of not less than Singapore Dollars Three billion and sixty-two million (S$3,062,000,000.00), which amount shall be expended towards the Completion of the IR2, in respect of, inter alia, the following:

PROVIDED ALWAYS that any reduction of any of the amounts as set out in this Clause 7.1 shall, save as specifically set out below, require the prior written approval of the Lessor and shall be as a result of amendment, modification or variation to the Accepted Proposal as approved in writing by the Lessor:

7.2    The Lessee shall pay or incur one hundred per cent (100%) of the Development Investment within eight (8) years from the Effective Date, or such other time as may be allowed by the Lessor pursuant to Provisos 7.1(a) and 7.1(b).

The provisions of the Planning Parameters shall be incorporated herein and shall form an integral part of this Agreement save that if there is any conflict between the provisions of this Agreement and the Planning Parameters in relation to the planning, design, infrastructure and technical requirements of the construction and development of the IR2, the provisions of the Planning Parameters shall prevail. Provided the specifications of the Key Attractions are complied with, any changes necessitated by the Planning Parameters (including changes to the Accepted Proposal) shall not constitute or be deemed to be a breach on the part of the Lessee of its obligations under this Agreement, including Clause 12.1(i).

The Lessee shall, at its own cost and expense submit to the Competent Authorities the layout plans and/or full and complete plans, elevations and specifications for the buildings proposed to be erected on the Land under the Planning Act (Cap. 232) and all other laws and regulations applicable thereto for the time being for the necessary approval to develop the IR2 in accordance with the Accepted Proposal as submitted to and accepted by the Lessor and in compliance with the Planning Parameters. The Lessee shall upon the issue of the Grant of Written Permission, the Notice of Approval and the Permit to Commence Building Works by the Competent Authorities, furnish to the Lessor copies of all such approvals and the final approved plans.

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

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

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

PROVIDED ALWAYS that if such amendment, modification or variation of the Accepted Proposal is necessitated by the Planning Parameters, the Lessor shall exercise its discretion reasonably.

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

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

10.6    In addition to the above, the Lessee shall not, at any time during the Lease Term without the prior written approval of the Lessor and where applicable, the Competent Authorities make any change or revision to the Key Attractions whether in the type of use(s) or the operator(s) or in any manner which in the reasonable opinion of the Lessor will constitute a deviation from the Accepted Proposal. The Lessor's approval may be granted upon such terms and conditions as the Lessor may in its absolute discretion think fit and subject to the payment of such charges and fees as the Lessor may impose.

11.1    The Lessee shall not use the Land for any purpose except for the development of the IR2 in accordance with the Accepted Proposal subject to and in compliance with in all material respects:

11.2    The Lessee shall, pursuant to the Accepted Proposal, develop and establish on the Land the IR2, including the Key Attractions which shall form and be considered an integral part of the IR2.

11.3    The Lessee accepts that the Land will be designated as a Designated Site.

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

11.5    The Permissible GFA, any of the GFA constituent components under Clause 11.1(ii) above and/or the number of permitted hotel rooms may be amended or increased from time to time with the approval in writing of the Competent Authorities, provided that:

12.1    The Lessee shall Commence Construction on the Land and Complete the IR2 in accordance with, in all respects, the following:

12.2    Without prejudice to or derogation from Clause 5.4, if the Lessee does not Complete the IR2 with one hundred per cent (100%) of the Proposed GFA being built, and procure the issue of TOP by the Competent Authority for the whole of the IR2, in each case within eight (8) years from the Effective Date or such extended period as may be reasonably allowed in writing by the Lessor and in accordance with Clause 12.1, the Lessor shall thereupon be entitled (but not be obliged) to:

12.3    The Lessee shall do all acts necessary to obtain the CSC for the IR2 and shall produce copies of the CSC to the Lessor when issued.

12.4    The Lessee shall ensure that all materials, fittings, equipment and workmanship utilised in carrying out the construction of the IR2:

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

12.6    The Lessee shall at all times, apply for, obtain and keep valid and subsisting all and any other licences, permission, permits, approvals or consents that may be required by the Law in respect of the use of the Land and/or for the operation of the IR2.

12.7    The Lessor hereby agrees that:

provided that the TOP has been obtained for premises located in that part of the IR2 comprising the retail areas within eight (8) years from the Effective Date; and

13.1    The Lessee shall construct, complete and maintain (except where expressly provided for otherwise) all such infrastructure works as provided in the Planning Parameters and in accordance with all the requirements set out therein, such as access roads to the Land, all walkways (whether boundary, covered, underground pedestrian, high-level pedestrian links or otherwise), promenades, buildings and installations on the Land, the connection of the RTS to the Land, the connection(s) (including the associated circulation spaces) in Parcels AR1, AR2 and AR3 to the Land and all such car parks as may be necessary to accommodate the operations of the IR2 and approved by the Competent Authorities.

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

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

For the purpose of air-conditioning and cooling of the buildings and spaces comprised in the IR2, the Lessee shall obtain the supply of DC Services from the DC Operator on such terms and conditions and subject to payment of such charges as the DC Operator may require and for and in relation to this purpose, the Lessee shall allow the DC Operator with or without workmen and others at all times and without any charge, payment, hindrance, obstruction or restriction whatsoever to have access to and use of such spaces within the IR2 which in accordance with this Agreement are to be provided to accommodate the equipment to be installed by the DC Operator for connection to the DCS for the provision of DC Services to the IR2.

13B.1    In relation to the part(s) of the CST and any CST Ancillary Structure that are at any time during the Lease Term existing or located within the Land, the Lessee shall be subject to and shall comply with all laws and regulations that may at any time be in operation and applicable to the CST and CST Ancillary Structure and without prejudice to the foregoing, the Lessee hereby:

pipes, ducts and other facilities housed or to be housed within such part(s) of the CST and such CST Ancillary Structure, and/or to carry out any temporary or permanent works as the Government or the Urban Redevelopment Authority may deem necessary to render such part(s) of the CST and such CST Ancillary Structure safe, secure, functional and operational provided that where such access and/or use are not required due to any emergency or for purpose of inspection, survey or urgent maintenance or repair of any plant, equipment, machinery, cables, wires, lines, pipes, ducts and/or other facilities at any time housed within such part(s) of the CST and/or such CST Ancillary Structure, prior notice of at least 7 days of intention to access and/or use is given to the Lessee;

13B.2    Where any part of the CST or any CST Ancillary Structure existing or located within the Land as at the Effective Date is, with the prior written approval of the Government or the Urban Redevelopment Authority and also of the Competent Authorities demolished, removed, altered or replaced by the Lessee:

to inform the Government, the Head Lessor and the Lessor of the cost that it incurs in order to perform its obligations under this Clause 13B.2(ii).

13C.1    The Lessee shall at its own cost and expense as provided in Clause 13 construct and complete on and within Parcels AR1, AR2 and AR3 the connection(s) (including the associated circulation spaces) to the Land in accordance with the Planning Parameters within eight (8) years from the Effective Date or such extended period as may be reasonably allowed in writing by the Lessor. Upon completion of the connection(s) (including the associated circulation spaces) to the Land, the Lessee shall at its own cost and expense, operate, maintain and keep in good repair and condition the connection(s) (including the associated circulation spaces).

13C.2    For and in relation to the purposes of Clause 13C.1, the Lessee shall be granted the right and licence by the Competent Authority to enter and access Parcels AR1, AR2 and AR3 and upon completion of the connection(s) (including the associated circulation spaces), the right and licence to enter and access the part or parts of Parcels AR1, AR2 and AR3 on or within which the connection(s) (including the associated structures) are constructed and located, subject to such terms and conditions as the Competent Authority may deem necessary to impose.

13C.3    Without prejudice to Clause 13C.2, in the event as notified by the Lessor the Competent Authority decides to terminate or not to further grant to the Lessee the right and licence to enter and access the part or parts of Parcels AR1, AR2 and AR3 on or within which the connection(s) (including the associated circulation spaces) are constructed and located, the Lessee shall upon the termination or expiry of such right and licence hand over to the Competent Authority without charge, payment or compensation whatsoever, such connection(s) (including the associated circulation spaces) in a state of good repair and condition.

13D.1    The Lessor agrees that the part of the CST existing or located within Parcel 1 may be demolished, truncated or altered up to the boundary of the Subterranean CST Stratum (being approximately 10.5 metres measured from the boundary of Parcel 1 as shown on the plan in Appendix 3.3 of the document marked “Annex E1” which forms part of Annexure “E”) provided that the requirements set out in the Planning Parameters are satisfied and complied with and the prior written approvals of the Government or the Urban Redevelopment Authority and also of the Competent Authorities are obtained.

13D.2    The Lessee may in relation to the development of IR2 submit to the Lessor a proposal to demolish, truncate or alter the CST existing or located within Parcel 1 further beyond the boundary of the Subterranean CST Stratum, from the boundary line which is 10.5 metres from the road reserve line to the boundary line in orange as shown in Annexure “H”, and hereby agrees and accepts that such proposal may be allowed by the Government and the Urban Redevelopment Authority only if the Lessee can show to the satisfaction of the Government and the Urban Redevelopment Authority that the proposed demolition, truncation or alteration will: (i) not affect the structural, functional and operational integrity of the CST and all related utility services; and (ii) meet the requirements set out in the Planning Parameters and provided also that the approvals of the Competent Authorities are obtained.

13D.3    Where any demolition, truncation or alteration of the CST existing or located within Parcel 1 beyond the boundary of the Subterranean CST Stratum is allowed by the Government and the Urban Redevelopment Authority under Clause 13D.2 in relation to the development of the IR2, the part of Subterranean CST Stratum containing the part of the CST that is to be outside the IR2 and to be excluded from Parcel 1 (i.e. the portion which shall constitute the Subterranean Government CST Stratum) shall be determined by the Government and the Urban Redevelopment Authority upon: (i) the approval of the development plans for the IR2 by the Urban Redevelopment Authority under the Planning Parameters (wherein such further demolition, truncation or alteration of the CST will be clearly

marked and described); and (ii) the grant of Provisional Permission, or in the absence of a Provisional Permission, Planning Permission for such development plans under the Planning Act. Such determination of the Government and the Urban Redevelopment Authority shall be notified in writing to the Lessor and the Lessee.

13E.1    In relation to the part(s) of the CST and any CST Ancillary Structure that are at any time during the Lease Term existing or located within the Subterranean Government CST Stratum, the Lessee shall be subject to and shall comply with all laws and regulations that may at any time be in operation and applicable to the CST and CST Ancillary Structure and without prejudice to the foregoing, the Lessee hereby:

13E.2     The Lessee shall make good as soon as reasonably practicable at its own costs and expense any damage caused to any part of the CST and/or CST Ancillary Structure (whether within the Subterranean Government CST Stratum and/or within the Land) directly by the Lessee, its servants, agents, contractors, independent contractors, licensees and/or invitees (not being the Lessor, Urban Redevelopment Authority and/or persons authorised by Urban Redevelopment Authority).

14.1    The Lessee shall not subdivide the Land and/or any building on the Land, except:

Without prejudice to or derogation from the foregoing provisions of this Clause 14.1, any application for proposed strata subdivision involving the hotel component shall not be permitted unless such proposed strata subdivision is on an en-bloc basis in respect of the hotel component.

15.1    The Casino shall be located only on the Designated Site pursuant to the Legislation for a period of thirty (30) years from 23 August 2006 and such further period if granted by the Lessor pursuant to Clause 15.6.

15.2    In this regard, if any additional investments are required by the Lessor for the renewal of the Casino Concession, the Development Investment and payment of the Land Premium shall be taken into account.

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

15.4    The Lessee shall be entitled to engage for the operation of the Casino, any of its subsidiary companies or a Management Agent appointed by the Lessee, subject always to the provisions of the Legislation and to such management agreement being subjected to the prior written approval of the Regulator. Except as herein provided in this Clause 15.4, the Lessee shall not be allowed to assign or in any manner whatsoever part with its rights to operate the Casino.

15.5    Notwithstanding that the Lessee may in accordance with Clause 15.4 engage other parties whether its subsidiary company or a Management Agent to operate the Casino, the Lessee shall remain liable to the Lessor in respect of all matters in relation to the Expanded IR.

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

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

16.1    Each party represents and warrants that it has full power and authority to execute and deliver this Agreement and the agreements contemplated herein, and to consummate the arrangements

contemplated hereby and thereby and that this Agreement and all such other agreements and obligations entered into and undertaken in connection with the arrangements contemplated hereby constitute the valid and legally binding obligations, enforceable against it in accordance with their respective terms.

16.2    Option to Purchase Additional Gaming Area

16.3    Additional Gaming Machines

16.4    Gaming in Existing Hotel Tower

16.4A.1 The Lessor acknowledges that the Lessee has entered into this Agreement on the basis of the Responsible Gambling Code, all legislative provisions that cover substantively the issues outlined in the Responsible Gambling Code and all guidelines and other responsible gambling requirements that are applicable to the Lessee as at the date of this Agreement (collectively, “RG Requirements”). The Lessee further acknowledges the right of the relevant authorities (including the Competent Authorities) to amend the RG Requirements from time and time, which right is expressly reserved.

16.4A.2 Notwithstanding Clause 16.4A.1, the Lessee agrees to carry out the Lessee Responsible Gambling Initiatives as set out in Annexure “G” within twelve (12) months from the date of this Agreement or such earlier date as set out in Annexure “G”.

16.4A.3 [***]

16.4A.4 [***]

16.5    Entitlement to compensation

16.6    Arbitration

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

17.2    The Lessee shall, throughout the Lease Term, keep the Lessor informed of the Gross Revenue of the IR1 Key Attractions and Key Attractions on a consolidated basis. The Lessee shall provide to the Lessor for its review:

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

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

18.1    The Lessee shall be deemed to have notice of:

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

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

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

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

19.1    The Lessee shall surrender to the Government or the relevant Competent Authorities:

19.2    Subject to Clause 19.1(i) above, upon completion by the Lessee to the satisfaction of LTA or the relevant Competent Authority of any road (including pavements) within the Land in accordance with the approval of LTA or the relevant Competent Authority, the Lessee shall surrender and vest to LTA free from encumbrances, such land or stratum of space within which such part of such road is constructed, as required by LTA or the relevant Competent Authority may direct. The Lessor shall not be liable to the Lessee for any payment or compensation whatsoever for or in respect of the surrender but nothing in this Clause 19.2 shall affect the Lessee’s rights, if any, to claim for compensation under the Land Acquisition Act (Cap 152) (save for any surrender made pursuant to Clause 19.1(i) which shall be free of charge or any compensation).

19.3    The Lessee shall notify the Lessor in writing of such part(s) of the Land which are not used for the purpose of the development of IR2 as approved by the Lessor and relevant Competent Authorities. If directed by the Lessor in writing, the Lessee shall surrender to the Head Lessor such land not used for the purposes specified in return for compensation equivalent to the compensation payable for such land if it had been acquired under the Land Acquisition Act (Chapter 152) on the date of the direction.

Provided that if the Lessor does not issue a direction for the surrender of such land within one year from the date of the notification given by the Lessee above or within such other period as may otherwise be mutually agreed between the Lessor and the Lessee, the Lessor shall, at the request of the Lessee, lift the restrictions in this Agreement that the land be used for the purpose of the development of IR2 as approved by the Lessor in relation to only such land, subject to the Lessee obtaining the necessary approvals from the relevant authorities regarding the proposed use of such land and the payment of an additional land premium and/or the payment of a differential premium for such proposed use.

19A.1    The Lessee shall accept the lease of the Land subject to:

Bayfront MRT Station and to and from the part(s) of the pedestrian connection network located within, under, above or leading to and from the IR2.

19A.2    LTA shall have the right to enforce the terms of Clause 19A.1 under the Contracts (Rights of Third Parties) Act (Cap. 53B).

20.1    The Lessee shall at its own cost and expense engage a land surveyor registered with the Land Surveyor Board under the Land Surveyors Act (Cap. 156) (the “Registered Land Surveyor”):

within six (6) months from the relevant date of issuance by Singapore Land Authority to the Lessor of its requisition for the respective surveys pursuant to the terms of the Letter of Offer (or such other date as the Singapore Land Authority may specify), the cadastral survey of the respective land referred to in Clause 20.1(iii)(a), (b) or (c), such survey to be in accordance with the Land Surveyors (Conduct of Cadastral Surveys) Rules and for the purpose of the cadastral survey, the Lessee shall ensure that the Registered Land Surveyor on completion of the cadastral survey, deposits the certified survey plan for such land together with all relevant field books, calculation sheets and survey data with the Land Survey Department of the Singapore Land Authority for the approval of the Chief Surveyor. The Lessee shall be liable for the fees payable to Singapore Land Authority in accordance with the Boundaries and Survey Maps (Singapore Land Authority Fees) Rules for processing the certified survey plan.

20.2    Unless otherwise specified by the Singapore Land Authority:

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

20.4    The Land is believed and shall be taken to be correctly described herein except as to its land area which shall be subject to final survey and is to be leased subject to all easements, reservations, encroachments, restrictive and other covenants and rights (if any) subsisting thereon and moreover without any obligations on the part of the Lessor to define the same respectively.

21.1    The Lessee shall for the management and maintenance of the IR2 engage persons qualified or having experience or trained in the operating and management of resorts of international standards.

21.2    The Lessee shall at all times:

21.3    Notwithstanding anything herein contained, the Lessor shall be entitled from time to time and at all reasonable times during the Lease Term to enter upon the Land to inspect its state and condition and to view the operations of the IR2. If in the opinion of the Lessor there is a breach or shortcoming of standards in the operation of the IR2, the Lessor may after such inspection, serve upon the Lessee a written notice of any such breach or shortcoming and require the Lessee forthwith to remedy such breach or shortcoming and if the Lessee shall not within thirty (30) days after receipt of such notice or such extended period as may be reasonably allowed by the Lessor proceed diligently to remedy the breach or shortcoming, then the Lessor shall be entitled to enter upon the Land and take such steps as may be necessary to remedy the breach or shortcoming, the cost thereof shall be a debt due from the Lessee to the Lessor and shall be paid forthwith on demand by the Lessee to the Lessor and shall forthwith be recoverable by action.

22.1    The Lessee shall be entitled during the Lease Term to sublet, underlet or part with the possession of and in the Land or the IR2 or any part thereof (provided that such sublease shall not be regarded as a disposal of land or premises under Section 4 of the Planning Act, Cap. 232) for any purposes in the course of its business, provided that:

This Clause 22.1 shall not be construed in any way as allowing the Lessee to subdivide the Land.

22.2    The Lessee may, with the prior written approval of the Lessor, assign, demise, sell, transfer or otherwise dispose of, part with or deal with in any other way, all of its estate interest and rights in this Agreement and the Land or any part thereof on terms and conditions to be determined by the Lessor which shall include (but not be limited to) the following conditions:

23.1    The Lessee shall be entitled with the prior written approval of the Lessor (such approval not to be unreasonably withheld) to assign its estate interest and rights in this Agreement and the Land or mortgage, charge or by any other means encumber the Land in favour of an Approved Mortgagee, as security for any loan facilities or any other financing granted in relation to the payment of the Land Premium and other sums as stated in Clause 4.2, the provision of the Security Deposit and/or the construction and operation of the IR2.

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

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

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

with an insurance company, on such terms acceptable to the Lessor and for such amounts acceptable to the Lessor but subject always to the maximum insurable coverage which the Lessee can reasonably obtain. The Lessee shall not cancel or do anything to allow the cancellation of the relevant insurance policies except with the Lessor's prior written approval (which approval shall not be unreasonably withheld or delayed). The Lessee shall provide written evidence of such insurance coverage to the Lessor and the receipt evidencing payment of the premium in respect thereof, at least annually during the Lease Term and at other times on the Lessor's request. In the event that the recovery from public liability or workmen compensation insurance or such other insurance as is required by the Lessor, is insufficient to satisfy the claims for loss, damages, costs and expense, the Lessee shall indemnify and keep the Lessor fully indemnified of such claims.

24.3    Notwithstanding Clause 24.1 and Clause 24.2 herein, where the Lessee mortgages, charges or by any other means encumbers the Land and/or all buildings, structures and fixtures erected or to be erected on the Land in favour of an Approved Mortgagee, as security for any loan facilities or financing granted in relation to any aspect of the development of the IR2, the Lessor agrees that any insurance effected pursuant to Clause 24.1 and/or Clause 24.2 may be effected in the joint names of the Lessor, the Lessee and the Approved Mortgagee. In respect of the moneys received on any such insurance (whether effected by the Approved Mortgagee and/or the Lessee) of the Land and/or all buildings, structures and fixtures erected or to be erected on the Land, the Lessor shall have the absolute discretion to determine the application of the moneys received on any such insurance (whether effected by the Approved Mortgagee and/or the Lessee), towards:

The Lessee shall, as from the Effective Date:

27.1    Each of the following is an Event of Default:

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

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

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

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

PROVIDED ALWAYS that the provisions of this Clause 27.4 shall not apply if the Lessor shall have become entitled to terminate this Agreement on more than one previous occasion in any period of three (3) years after the Lessee has assigned or mortgaged its rights or benefits under this Agreement.

27.5    Neither party shall be liable for any loss or damage suffered or incurred by the other party (including liability to have the Security Deposit forfeited pursuant to Clause 5.4) arising from the first party's delay in performing or failure to perform its obligations hereunder to the extent that such delay or failure results from any event of Force Majeure and for so long as such Force Majeure event continues to prevent the first party from performing and discharging such obligations, provided that:

Proposed GFA within eight (8) years from the Effective Date, the Lessee shall renew the Banker's Guarantee for such extended period as shall be necessary to ensure that the Banker's Guarantee shall be valid for a period of not less than eight (8) years and six (6) months from the Effective Date plus the period of delay caused by the event of Force Majeure. If the Lessee shall fail to renew the Banker's Guarantee in accordance with this Clause 27.5(iii) by the date falling eight (8) years and six (6) months from the Effective Date, then the Lessor shall, notwithstanding any other provision in this Agreement, be entitled to demand the payment of the Security Deposit secured by the Banker's Guarantee and hold such monies as security for the due performance and observance by the Lessee of the terms and conditions of this Agreement SAVE THAT the Lessee shall not be required to renew the Banker's Guarantee for so long as the Banker's Guarantee shall remain valid for a period of not less than six months after the date falling 8 years from the Effective Date plus the period of delay caused by the event of Force Majeure.

Each party shall use its reasonable endeavours to minimise the duration and effects of any event of Force Majeure on the affected party.

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

28.2    Immediately prior to the expiry or earlier determination of the Lease term, the Lessee shall if so required by the Lessor, at the Lessee's own costs and expenses, remove all buildings, structures, appurtenances, alterations, additions, structural changes or improvements thereon and other works built or carried out on, under or within the Land, and in such case to restore the Land to its state as at the commencement of the Lease Term or such other condition acceptable to Lessor (provided that restoration to such other condition is not more onerous or costly for the Lessee to implement), in default of which the Lessor may, without prejudice to the Lessor's other rights, proceed to do the same and all cost and expenses incurred by the Lessor shall be recoverable from and repayable by the Lessee forthwith on demand.

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

28A.1    Without prejudice to the generality of Clause 28 and in the event the Lessor requires the Lessee in accordance with Clause 28.2 to remove all buildings, structures, appurtenances, alterations, additions, structural changes or improvements thereon and other works built or carried out on, under or within the Land, and in such case to restore the Land to its state as at the commencement of the Lease Term or such other condition acceptable to the Lessor (provided that restoration to such other condition is not more onerous or costly for the Lessee to implement), the Lessee shall prior to the expiry or earlier determination of the Lease Term at its own costs and expense, if so required by the Lessor:

may be directed by the Lessor at such locations on the Land and within such time as may be required by the Lessor in its sole discretion; and

PROVIDED ALWAYS that the Lessee’s obligation to conduct such Trial Pit Tests, any related remediation and Post-Works Tests shall be only in relation to such parts of the Land that have been restored to its state as at the commencement of the Lease Term.

28A.2    If the Lessee fails to observe or perform any of its obligations as required in this Clause 28A, the Lessor may, without prejudice to the Lessor’s other rights, proceed to do the same and the Lessee shall pay to the Lessor, on demand, all costs and expenses so incurred by the Lessor.

28A.3    The Lessee shall, upon prior notice being given to the Lessee, allow the Lessor, its agents and any person authorised by the Lessor to enter the Land for the purpose of inspection, conducting Trial Pit Tests, Post-Works Tests and/or remediation of the Land (as the case may be).

28A.4    For the purposes of this Clause 28A, “Contaminants” means:

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

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

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

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

32.1    The Lessee shall pay all legal and other professional and technical fees and expenses on a full indemnity basis incurred or to be incurred by the Lessor in connection with the preparation, finalisation and completion of this Agreement and the Lease (including the Stamp Duty on the Lease, and the registration fees on the Lease) and in respect of all matters incidental thereto or arising therefrom or in connection therewith. All such fees and expenses shall be paid within seven (7) Business Days after the Lessor’s written demand, save for Stamp Duty which shall be payable by the Lessee without demand of the Lessor and within the relevant time frame prescribed under the Stamp Duties Act.

32.2    The Lessee shall forthwith pay on demand:

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

1 Orchard Spring Lane

Singapore 247729

Attention:    Chew Tiong Heng

Executive Director, Infrastructure Planning & Management Division

80 Robinson Road

#02-00

Singapore 068898

Attention:    George Tanasijevich

President and Chief Executive Officer

Fax:        (65) 6688 0230

With copy to:

3355 Las Vegas Blvd South

Las Vegas, Nevada 89109

United States of America

Attention:    Global General Counsel

Fax:        (1) 702 ###-###-####

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

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

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

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

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

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

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

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

The Lessee accepts that the gaming industry will not be exempt from the provisions of the Competition Act (Cap. 50B).

This Agreement is governed by and is to be construed in accordance with the laws of Singapore. Save as expressly provided otherwise, the parties submit to the exclusive jurisdiction of the courts of Singapore.

This Agreement may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Each party may enter into this Agreement by signing any such counterpart and each counterpart shall be valid and effectual as if executed as an original.

SIGNED by KEITH TAN                )

for and on behalf of                 )

SINGAPORE TOURISM BOARD         )

)

)

in the presence of:

Name:     

SIGNED by ROBERT G. GOLDSTEIN        )

for and on behalf of                 )

MARINA BAY SANDS PTE. LTD.        )

)

)

in the presence of:

Name:     

SIGNED by GEORGE TANASIJEVICH        )

for and on behalf of                 )

MARINA BAY SANDS PTE. LTD.        )

)

)

in the presence of:

Name: