Revolving Credit Facility Agreement, dated August 12, 2019, by and among MGM China Holdings Limited and certain Arrangers and Lenders party thereto

1.

Interpretation

2.

Facility

3.

Purpose

4.

Conditions Precedent

5.

Loans

6.

Repayment

7.

Prepayment and Cancellation

8.

Interest

9.

Terms

10.

Market Disruption

11.

Taxes

12.

Increased Costs

13.

Mitigation

14.

Payments

15.

Representations and Warranties

16.

Information Covenants

17.

Financial Covenants

18.

General Covenants

19.

Default

20.

The Administrative Parties

21.

Evidence and Calculations

22.

Fees

23.

Indemnities and Break Costs

24.

Expenses

25.

Amendments and Waivers

26.

Changes to the Parties

27.

Disclosure of Information

28.

Set-Off

29.

Pro Rata Sharing

30.

Severability

31.

Counterparts

32.

Notices

33.

Language

34.

Acknowledgment Regarding Any Supported QFCs

35.

Contractual recognition of bail-in

36.

Governing law

37.

Enforcement

1.

Original Lenders

2.

Conditions Precedent Documents

3.

Form of Request

4.

Forms of Transfer Certificate

Part 1        Transfers by Assignment, Assumption and Release

Part 2        Transfers by Novation

5.

Form of Compliance Certificate

Signatories

MGM CHINA HOLDINGS LIMITED, a company incorporated under the laws of the Cayman Islands and whose members’ liability is limited (the Company);

BANK OF CHINA LIMITED, MACAU BRANCH, INDUSTRIAL AND COMMERCIAL BANK OF CHINA (MACAU) LIMITED and BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association organized and existing with limited liability under the laws of the United States of America as lead arrangers (in this capacity, the Lead Arrangers);

BANK OF COMMUNICATIONS CO., LTD, MACAU BRANCH and SUMITOMO MITSUI BANKING CORPORATION incorporated in Japan with limited liability as senior managers (in this capacity, the Senior Managers);

AGRICULTURAL BANK OF CHINA LIMITED MACAO BRANCH, BANCO NACIONAL ULTRAMARINO, S.A., BARCLAYS BANK PLC, BNP PARIBAS, a public limited company (société anonyme) incorporated in the Republic of France with the liability of its members being limited and having its head office at 16 boulevard des Italiens, 75009 Paris, France and having a branch at 63/F Two International Finance Centre, 8 Finance Street, Hong Kong, DEUTSCHE BANK AG, SINGAPORE BRANCH, JPMORGAN CHASE BANK, N.A., ACTING THROUGH ITS HONG KONG BRANCH, a national banking association organized under the laws of United States of America with limited liability, THE BANK OF NOVA SCOTIA (incorporated in Canada with limited liability) and CHINA CONSTRUCTION BANK CORPORATION, MACAU BRANCH as managers (in this capacity, the Managers);

THE FINANCIAL INSTITUTIONS listed in Schedule 1 (Original Lenders) (the Original Lenders); and

BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association organized and existing with limited liability under the laws of the United States of America as facility agent (in this capacity, the Facility Agent).

INTERPRETATION

Definitions

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

in relation to any state other than such an EEA Member Country or (to the extent that the United Kingdom is not such an EEA Member Country) the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

for an Original Lender as at the date of this Agreement, the amount set opposite its name in Schedule 1 (Original Lenders) under the heading Commitments and the amount of any other Commitment so designated which it acquires; and

for any other Lender, the amount of any Commitment so designated which it acquires,

the Macau Land Concession Contract;

the Sub-Concession Contract; or

the Cotai Land Concession Contract.

an Event of Default; or

an event or circumstance which would be (with the expiry of a grace period, the giving of notice or the making of any determination under the Finance Documents or any combination of them) an Event of Default.

which has failed to make its participation in a Loan available or has notified the Facility Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Subclause 5.3 (Advance of Loan);

which has otherwise rescinded or repudiated a Finance Document; or

with respect to which an Insolvency Event has occurred and is continuing,

its failure to pay is caused by:

administrative or technical error; or

a disruption to the payment system or the interbank lending market; and

the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

listed in the annex to, or otherwise subject to the provisions of, the Executive Order;

owned or controlled by, or acting for or on behalf of, any person listed in the annex to, or otherwise subject to the provisions of, the Executive Order;

named as a “Specially Designated National and Blocked Person” on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list;

with which any Finance Party is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; or

that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order.

a breach, or alleged breach, of Environmental Law;

any accident, fire, explosion or other event of any type involving an emission or substance which is capable of causing harm to any living organism or the environment; or

any other environmental contamination.

the protection of health;

the environment;

the physical conditions of the workplace; or

any emission or substance which is capable of causing harm to any living organism or the environment.

on or before the date it becomes a Lender (as applicable); or

by not less than five Business Days’ notice,

sections 1471 to 1474 of the Code or any associated regulations;

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraph (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

this Agreement;

a Request;

a Fee Letter;

a Compliance Certificate;

a Transfer Certificate; or

any other document designated as such by the Facility Agent and the Company.

borrowed moneys;

any amount raised by acceptance under any acceptance credit facility (including any dematerialised equivalent);

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or other similar instrument;

any redeemable preference share;

any agreement treated as a balance sheet liability in accordance with IFRS;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

the acquisition cost of any asset or service to the extent payable before or after its acquisition or possession by the party liable where the advance or deferred payment:

is arranged primarily as a method of raising finance or of financing the acquisition of that asset or service or the construction of that asset or service; or

involves a period of more than six months before or after the date of acquisition or supply;

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (for which the mark-to-market value of the derivative transaction will be used to calculate its amount, unless a termination or similar amount in respect of that derivative transaction is due and unpaid, in which case the amount unpaid will be used to calculate its amount);

any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition which has the commercial effect of a borrowing;

any counter-indemnity obligation in respect of any guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; or

the amount of any liability in respect of any guarantee, indemnity or similar assurance against financial loss of any person in respect of any item referred to in paragraphs (a) to (j) above.

any international, foreign, federal, state, county or municipal government, or political subdivision thereof;

any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality or public body; or

any court or administrative tribunal of competent jurisdiction.

the applicable Screen Rate;

if no Screen Rate is available for the relevant Term of that Loan or overdue amount, the Interpolated Screen Rate for that Loan or overdue amount; or

if:

no Screen Rate is available for the relevant Term of that Loan or overdue amount; and

it is not possible to calculate an Interpolated Screen Rate for that Loan,

an additional or increased cost;

a reduction in the rate of return from a Facility or on a Finance Party’s (or its Affiliate’s) overall capital (including as a result of any reduction in the rate of return on capital brought about by more capital being required to be allocated by such Finance Party); or

a reduction of an amount due and payable under any Finance Document,

is dissolved (other than pursuant to a consolidation, amalgamation or merger);

becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

makes a general assignment, arrangement or composition with or for the benefit of its creditors;

institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its formation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h) above; or

takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

the applicable Screen Rate for the longest period (for which the Screen Rate is available) which is less than the Term of that Loan; and

the applicable Screen Rate for the shortest period (for which the Screen Rate is available) which exceeds the Term of that Loan,

the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

the time barring of claims, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of stamp duty may be void and defences of set-off or counterclaim;

similar principles, rights and defences under the laws of any Relevant Jurisdiction (as defined in Subclause 15.22 (Jurisdiction/governing law);

the principle that a court in a Relevant Jurisdiction may refuse to give res judicata effect or comity to a judgment which it believes to have been rendered as a result of fraud, in a manner which offends the basic principles of the jurisdiction in which that court operates or in a manner which does not otherwise comport with the rule of law; and

any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinion required under this Agreement.

an Original Lender; or

any person which becomes a Party in accordance with Subclause 26.2 (Assignments and transfers by Lenders),

the government of Macau;

any authority, agency or department established by the government of Macau;

any political subdivision of Macau; or

any public corporation or other public entity, in each case, of which Macau has direct or indirect control and control for this purpose means the power to direct the management and the policies of the entity whether through the ownership of share capital, contract or otherwise.

whose share in the outstanding Loans and whose undrawn Commitments then aggregate more than 50 per cent. of the aggregate of all the outstanding Loans and the undrawn Commitments of all the Lenders;

if there are no Loans then outstanding, whose undrawn Commitments then aggregate more than 50 per cent. of the Total Commitments; or

if there are no Loans then outstanding and the Total Commitments have been reduced to zero, whose Commitments aggregated more than 50 per cent. of the Total Commitments immediately before the reduction.

the ability of the Company to perform its payment obligations under any Finance Document;

the business, assets or financial condition of the Company and the Group taken as a whole; or

the validity or enforceability of any Finance Document.

requires the approval of all Lenders or all affected Lenders in accordance with the terms of Subclause 25.2 (Exceptions); and

has been approved by the Lenders:

whose share in the outstanding Loans and whose undrawn Commitments then aggregate more than 66 2/3 per cent. of the aggregate of all the outstanding Loans and the undrawn Commitments of all the Lenders;

if there are no Loans then outstanding, whose undrawn Commitments then aggregate more than 66 2/3 per cent. of the Total Commitments; or

if there are no Loans then outstanding and the Total Commitments have been reduced to zero, whose Commitments aggregated more than 66 2/3 per cent. of the Total Commitments immediately before the reduction.

the audited consolidated financial statements of the Company for the year ended 31 December 2018; and

the unaudited consolidated financial statements of the Company for the financial quarter ended 30 June 2019.

any lease or similar arrangement entered into by any member of the Group with a person who is not an Affiliate of the Company, including the allocation of any portion of a Principal Resort to a junket operator on a semi-exclusive basis and on commercial terms consistent with the prevailing standards in the Macau market; or

in respect of the Principal Resorts, any lease or similar arrangement entered into by any member of the Group with an Affiliate of the Company that is approved by the board of directors of the Company.

any lien arising by operation of law and in the ordinary course of business;

any netting or set-off arrangement entered into by any member of the Group under any Permitted Swap Transactions or in the ordinary course of its banking arrangements including banking arrangements entered into for the treasury management requirements of the Group;

any Security Interest over or affecting any asset acquired by a member of the Group after the date of this Agreement if:

the Security Interest was not created in contemplation of the acquisition of that asset by a member of the Group; and

the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by that member of the Group;

any Security Interest over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security Interest is created prior to the date on which that company becomes a member of the Group and if:

the Security Interest was not created in contemplation of the acquisition of that asset by that company; and

the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by that company;

any Security Interest arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any member of the Group;

tax liens which are being contested in good faith by appropriate proceedings, provided that appropriate reserves with respect thereto are maintained on the books of the Company or the relevant member of the Group in conformity with IFRS;

carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like liens arising in the ordinary course of business for amounts which are not overdue for a period of more than 90 days or that are being contested in good faith by appropriate proceedings;

pledges or deposits in connection with workers’ compensation, unemployment insurance and other social welfare legislation provided that if such pledges are being contested, appropriate reserves (determined in accordance with IFRS) are maintained on the books of the Company or the relevant member of the Group;

deposits by or on behalf of a member of the Group to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, appeal bonds and other obligations of a like nature of that member of the Group incurred in the ordinary course of business;

any attachment or judgment lien not constituting an Event of Default;

liens in favour of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods and related carriers’ liens;

Security Interests over cash deposits with, or held for the account of, a member of the Group securing reimbursement obligations under performance bonds, guarantees, commercial or

the performance bonds, guarantees, commercial or standby letters of credit, bankers’ acceptances or similar instruments are issued for the benefit of a trade creditor of a member of the Group; and

the amount of cash secured by such Security Interest does not exceed 110 per cent. of the amount of the Financial Indebtedness secured thereby (ignoring any interest earned or paid on such cash);

Security Interests in favour of the Macau Government over assets of the Group securing the obligations of the Company and other members of the Group under the Concession Contracts or under any other concession or sub-concession arrangements in Macau entered into from time to time by members of the Group in relation to the conduct of the business of any member of the Group;

easements, rights-of-way, restrictions, encroachments and other similar encumbrances and other minor defects and irregularities in title, in each case incurred in the ordinary course of business that, in the aggregate, do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or members of the Group;

licences of patents, trademarks and other intellectual property rights granted by the Company or any member of the Group in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of the Company;

any zoning or similar law or right reserved to or vested in any governmental authority to control or regulate the use of any site and site easements; or

any other Security Interests over assets the book value of which (when aggregated with the book value of any other assets subject to Security Interests given by members of the Group other than any permitted under paragraphs (a) to (p) above) does not exceed US$200,000,000 (or its equivalent).

for the purpose of determining a Lender’s share in a utilisation of the Facility, the proportion which its Commitment bears to all the Commitments; and

for any other purpose on a particular date:

the proportion which a Lender’s share of the Loans (if any) bears to all the Loans;

if there are no Loans outstanding on that date, the proportion which its Commitment bears to the Total Commitments on that date; or

if the Total Commitments have been cancelled, the proportion which its Commitments bore to the Total Commitments immediately before being cancelled.

its jurisdiction of formation; and

any jurisdiction where it conducts its business.

to be made on the same day that a maturing Loan is due to be repaid;

the aggregate amount of which is equal to or less than the maturing Loan;

to be made to the Company for the purpose of refinancing a maturing Loan.

a Finance Document; or

each Concession Contract.

for a transfer by assignment, assumption and release, a certificate substantially in the form of Part 1 of Schedule 4 (Forms of Transfer Certificate); and

for a transfer by novation, a certificate substantially in the form of Schedule 4 (Forms of Transfer Certificate),

in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

in relation to any other applicable Bail-In Legislation:

any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

any similar or analogous powers under that Bail-In Legislation; and

in relation to any UK Bail-In Legislation:

any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and

any similar or analogous powers under that UK Bail-In Legislation.

Construction

In this Agreement, unless the contrary intention appears, a reference to:

an amendment includes a supplement, novation, extension (whether of maturity or otherwise), restatement, re-enactment or replacement (however fundamental and whether or not more onerous) and amended will be construed accordingly;

assets includes present and future properties, revenues and rights of every description;

an authorisation includes an authorisation, consent, approval, resolution, permit, licence, exemption, filing, registration or notarisation;

customer due diligence requirements are the identification checks that a Finance Party requires in order to meet its obligations under any applicable law or regulation to identify a person who is (or is to become) its customer;

disposal means a sale, transfer, assignment, grant, lease, licence, declaration of trust or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly;

the equivalent of one currency (the first currency) in another currency (the second currency) shall (unless otherwise specified) be determined by the Facility Agent or such person nominated by the Facility Agent acting reasonably for that purpose by reference to its spot rate of exchange in Hong Kong for the purchase of the second currency with the first currency at or about 11.00 a.m. on the date of the determination or if no such spot rate of exchange exists on that date, by such other method as the Facility Agent (in consultation with the Company) shall reasonably determine;

a guarantee means any guarantee, bond, letter of credit, indemnity or similar assurance against financial loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person, where, in each case, that obligation is assumed in order to maintain or asset the ability of that person to meet any of its indebtedness;

indebtedness includes any obligation (whether incurred as principal or as surety and whether present or future, actual or contingent) for the payment or repayment of money;

including is by way of example and not limitation;

a person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, fund, joint venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality;

a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

a currency is a reference to the lawful currency for the time being of the relevant country;

a Default being outstanding means that it has not been remedied or waived;

a provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation;

a Clause, a Subclause or a Schedule is a reference to a clause or subclause of, or a schedule to, this Agreement;

a Party or any other person includes its successors in title, permitted assigns and permitted transferees;

a Finance Document or other document or security includes (without prejudice to any prohibition on amendments) any amendment to that Finance Document or other document or security, including any change in the purpose of, any extension for or any increase in the amount of a facility or any additional facility; and

a time of day is a reference to Hong Kong time.

The determination of the extent to which a rate is for a period equal in length to Term will disregard any inconsistency arising from the last day of that Term being determined pursuant to the terms of this Agreement.

Unless expressly specified to the contrary, the designation of items as alternatives does not exclude the application of all or some of such items concurrently.

Unless the contrary intention appears, a reference to a month or months is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month or the calendar month in which it is to end, except that:

if the numerically corresponding day is not a Business Day, the period will end on the next Business Day in that month (if there is one) or the preceding Business Day (if there is not);

if there is no numerically corresponding day in that month, that period will end on the last Business Day in that month; and

notwithstanding subparagraph (i) above, a period which commences on the last Business Day of a month will end on the last Business Day in the next month or the calendar month in which it is to end, as appropriate.

Unless the contrary intention appears:

a reference to a Party will not include that Party if it has ceased to be a Party under this Agreement;

a word or expression used in any other Finance Document or in any notice given in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement; and

any obligation of the Company under the Finance Documents which is not a payment obligation remains in force for so long as any payment obligation of the Company is, may be or is capable of becoming outstanding under the Finance Documents.

The headings in this Agreement do not affect its interpretation.

Conflict with a Finance Document

Third parties

Anti-boycott

FACILITY

Facility

Nature of a Finance Party’s rights and obligations

the obligations of a Finance Party under the Finance Documents are several;

failure by a Finance Party to perform its obligations does not affect the obligations of any other person under the Finance Documents;

no Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents;

the rights of a Finance Party under the Finance Documents are separate and independent rights;

a Finance Party may, except as otherwise stated in the Finance Documents, separately enforce those rights;

a debt arising under the Finance Documents to a Finance Party from the Company is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (e) above; and

the rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by the Company which relates to a Finance Party’s participation in a Facility or its role under the Finance Document (including any such amount payable to the Facility Agent on its behalf) is a debt owing to that Finance Party by the Company.

Lenders’ voting rights

PURPOSE

General

on-going working capital needs and general corporate purposes of the Group; or

refinancing the Existing Credit Agreement.

Non-gaming purposes

No obligation to monitor

CONDITIONS PRECEDENT

Initial conditions precedent

The Company may not deliver a Request unless the Facility Agent has received all of the documents and other evidence listed in Schedule 2 (Conditions Precedent Documents) in form and substance satisfactory to the Facility Agent. The Facility Agent shall notify the Company and the Lenders promptly upon being so satisfied.

Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

Further conditions precedent

the Repeating Representations are correct in all material respects; and

no Default is outstanding or would result from making the Loan.

Maximum number

LOANS

Giving of Requests

The Company may borrow a Loan by giving to the Facility Agent a duly completed Request.

Unless the Facility Agent otherwise agrees, the latest time for receipt by the Facility Agent of a duly completed Request is 11.00 a.m. two Business Days before the Rate Fixing Day for the proposed borrowing.

Each Request is irrevocable.

Completion of Requests

the currency specified in the Request must be in Hong Kong dollars;

the Utilisation Date is a Business Day falling within the Availability Period;

the amount of the Loan requested is:

a minimum of HK$50,000,000 and an integral multiple of HK$10,000,000; or

any lesser amount which represents the maximum undrawn amount available under the Facility on the proposed Utilisation Date; and

the Term complies with this Agreement.

Advance of Loan

The Facility Agent must promptly notify each Lender of the details of the requested Loan and the amount of its share in that Loan.

The amount of each Lender’s share of the requested Loan will be its Pro Rata Share on the proposed Utilisation Date.

No Lender is obliged to participate in a Loan if, as a result:

its share in the Loans would exceed its Commitment; or

the Loans would exceed the Total Commitments.

If the conditions set out in this Agreement have been met, each Lender must make its share in the requested Loan available to the Facility Agent for the Company through its Facility Office on the Utilisation Date.

REPAYMENT

The Company must repay each Loan made to it in full on its Maturity Date. The amount to be repaid may be netted off against the amount of any Rollover Loan drawn on that Maturity Date pursuant to paragraph (c) below.

Subject to the other terms of this Agreement, any amounts repaid under paragraph (a) above and any voluntary prepayment of a Loan in accordance with Subclause 7.3 (Voluntary prepayment) may be re-borrowed. Any other prepayment of a Loan made under this Agreement may not be re-borrowed.

Without prejudice to the Company’s obligation to repay the full amount of each Loan made to it on its Maturity Date, on the date of any Rollover Loan, the amount of the Loan to be repaid and the amount to be drawn down on such date in respect of that Rollover Loan shall be netted off against each other so that the amount of cash which the Company is actually required to pay or, as the case may be, the amount of cash which the Lenders are required to pay to the Company, shall be the net amount.

Any amount of any Loan still outstanding on the Final Maturity Date, shall be repaid on the Final Maturity Date.

At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in the Loans then outstanding will be automatically extended to the Final Maturity Date and will be treated as separate Loans (the Separate Loans).

The Company may prepay a Separate Loan by giving five Business Days’ prior notice to the Facility Agent. The Facility Agent will forward a copy of a prepayment notice received in accordance with this paragraph to the Defaulting Lender concerned as soon as practicable on receipt.

Interest in respect of a Separate Loan will accrue for successive Terms to be selected by the Company on the date and at the time specified by the Facility Agent (acting reasonably) and will be payable by the Company to the Defaulting Lender on the last day of each Term of that Loan.

The terms of this Agreement relating to Loans generally shall continue to apply to Separate Loans other than to the extent inconsistent with paragraphs (e) to (g) above, in which case those paragraphs shall prevail in respect of any Separate Loan.

PREPAYMENT AND CANCELLATION

Illegality

A Lender must notify the Facility Agent and the Company promptly if it becomes aware that it is unlawful in any applicable jurisdiction for that Lender to perform any of its obligations under a Finance Document or to fund or maintain its share in any Loan.

After notification under paragraph (a) above, the Facility Agent must notify the Company promptly that:

the Company must repay or prepay the share of that Lender in each Loan on the date specified in paragraph (c) below; and

the Commitments of that Lender will be immediately cancelled,

The date for repayment or prepayment of a Lender’s share in a Loan will be the earliest of:

the last day of the current Term of that Loan;

the date specified by the Lender in the notification under paragraph (a) above and which must not be earlier than the last day of any applicable grace period allowed by law; or

the Final Maturity Date.

Change of control or sale of business

For the purposes of this Subclause a Change of Control occurs if:

MGM ceases to be the legal and beneficial owner directly or indirectly of more than 50 per cent. of the issued ordinary share capital of the Company; or

the Company ceases be the beneficial owner directly or indirectly of the entire issued share capital of MGMGP, provided that in determining whether a change of control has occurred under this subparagraph (ii), any class of shares of MGMGP with only a nominal economic interest which have been created for the purposes of complying with Macanese ownership requirements shall not be deemed to form part of the issued share capital of MGMGP.

The Company must promptly notify the Facility Agent if it becomes aware of any Change of Control.

If:

there is a sale of all or substantially all of the assets or business of the Group; or

a Change of Control occurs,

the Total Commitments shall be cancelled immediately; and

all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents, shall become immediately due and payable.

Voluntary prepayment

the Company gives not less than three Business Days’ prior notice to the Facility Agent; and

any prepayment of part of a Loan is in a minimum amount of HK$10,000,000 and an integral multiple of HK$1,000,000 or any lesser amount which represents the Loans then outstanding.

Automatic cancellation

at the close of business on the last day of the Availability Period to the extent undrawn at that time; and

immediately after the Facility Agent has given notice to the Company under paragraph (b) of Subclause 7.2 (Change of control or sale of business).

Voluntary cancellation

The Company may, by giving not less than three Business Days’ prior notice to the Facility Agent, cancel the unutilised amount of the Total Commitments in whole or in part.

Partial cancellation of the Total Commitments must be in a minimum amount of HK$10,000,000 and an integral multiple of HK$1,000,000.

Any cancellation in part will be applied against the relevant Commitment of each Lender on a pro rata basis.

Right of repayment and cancellation of certain Lenders

If the Company is, or will be, required to pay to a Lender:

a Tax Payment; or

an Increased Cost,

After notification under paragraph (a) above:

the Company must repay or prepay that Lender’s share in each Loan on the date specified in paragraph (c) below; and

the Commitments of that Lender will be immediately cancelled.

The date for repayment or prepayment of a Lender’s share in a Loan will be:

the last day of the current Term for that Loan; or

if earlier, the date specified by the Company in its notification.

Right of replacement of certain Lenders

If:

the Company is, or will be, required to pay to a Lender a Tax Payment or an Increased Cost;

it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations under a Finance Document or to fund or maintain its share in any Loan; or

a Lender’s continued participation in the Facility would cause any member of the Group to be in breach of any applicable law or regulation,

The Company may request an assignment under paragraph (a) above only if:

in connection with the assignment:

the assigning Lender receives from the new Lender payment of an amount that at least equals the total outstanding principal amount of all of its Loans together with all accrued and unpaid interest and fees and any other amounts owed to it under the Finance Documents;

the new Lender assumes all Commitments of the assigning Lender, as well as any other obligations of the assigning Lender under the Finance Documents; and

the Company bears all costs of the assignment.

Any assignment under this Subclause must be effected in accordance with Clause 26 (Changes to the Parties) provided that, for the purpose of any assignment made pursuant to Subclause 7.1 (Illegality), the Transfer Date (as defined in Clause 26 (Changes to the Parties)) shall be the date specified by the Lender in the notification under paragraph (a) of Subclause 7.1 (Illegality) and which must not be earlier than the last day of any applicable grace period allowed by law.

Right of cancellation in relation to a Defaulting Lender

If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Facility Agent five Business Days’ notice of cancellation of the unutilised Commitment of that Lender.

On the notice referred to in paragraph (a) above becoming effective, the unutilised Commitment of the Defaulting Lender shall immediately be reduced to zero.

The Facility Agent shall notify all the Lenders as soon as practicable after receipt of a notice referred to in paragraph (a) above.

Miscellaneous provisions

Any notice of prepayment or cancellation under this Agreement is irrevocable and must specify the relevant dates and the affected Loans and Commitments. The Facility Agent must notify the Lenders promptly of receipt of any such notice.

All prepayments under this Agreement must be made with accrued interest on the amount prepaid. No premium or penalty is payable in respect of any prepayment except for Break Costs.

No Commitments once cancelled may subsequently be reinstated.

Where a Lender’s share in the Loans are repaid and its Commitments are cancelled pursuant to Subclause 7.6 (Right of repayment and cancellation of certain Lenders) or where a Lender has made or is required to make an assignment and/or delegation pursuant to Subclause 7.7 (Right of replacement of certain Lenders), and that Lender (or any of its Affiliates) is also a Finance Party in another capacity or capacities, that Lender (or that Affiliate) acting in each such capacity (the retiring Finance Party) shall, on the date on which it ceases to be a Lender under this Agreement be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party and such resignation by the retiring Finance Party in each of its other capacities shall be deemed to have become effective on the date on which:

arrangements satisfactory to the retiring Finance Party have been put in place to ensure that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that retiring Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided;

the Company has designated another Lender (or Affiliate of a Lender) as replacement for the retiring Finance Party in each relevant capacity under the Finance Documents; and

the retiring Finance Party has assigned all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated by the Company under subparagraph (ii) above.

INTEREST

Calculation of interest

Margin; and

HIBOR.

Payment of interest

Margin adjustments

The Margin will be calculated by reference to the table below and the information set out in the most recent Compliance Certificate and financial statements delivered by the Company in accordance with the terms of this Agreement:

greater than or equal to
4.00:1.00

greater than or equal to
3.50:1.00 but less than 4.00:1.00

greater than or equal to
3.00:1.00 but less than 3.50:1.00

greater than or equal to
2.50:1.00 but less than 3.00:1.00

greater than or equal to
2.00:1.00 but less than 2.50:1

less than
2.00:1.00

Any change in the Margin will, subject to paragraph (c) below, apply to each Loan from the Business Day following receipt by the Facility Agent of the Compliance Certificate and the related financial statements indicating such change, provided that any change in the Margin will be calculated by reference to the table above using the information set out in the Compliance Certificate and financial statements which, as of that date, have most recently been delivered to the Facility Agent.

For so long as:

the Company is in default of its obligation under this Agreement to provide a Compliance Certificate or relevant financial statements; or

an Event of Default is outstanding,

If the Margin has been calculated on the basis of a Compliance Certificate but would have been higher if it had been based on the audited financial statements of the Company in respect of the financial period in which that Compliance Certificate was delivered, the Margin will instead be calculated by reference to those audited financial statements of the Company. Any change will have a retrospective effect. If, in this event, any interest has been paid by the Company on the basis of the Compliance Certificate, the Company must immediately pay to the Facility Agent any additional interest which would have been paid to the Lenders if the Margin had been calculated by reference to the audited financial statements.

Interest on overdue amounts

If the Company fails to pay any amount payable by it under the Finance Documents when due, it must immediately on demand by the Facility Agent pay interest on the overdue amount from its due date up to the date of actual payment, both before, on and after judgment.

Interest on an overdue amount is payable at a rate determined by the Facility Agent to be two per cent. per annum above the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan. For this purpose, the Facility Agent may (acting reasonably):

select successive Terms of any duration of up to three months; and

determine the appropriate Rate Fixing Day for that Term.

Notwithstanding paragraph (b) above, if the overdue amount is a principal amount of a Loan and becomes due and payable before the last day of its current Term, then:

the first Term for that overdue amount will be the unexpired portion of that Term; and

the rate of interest on the overdue amount for that first Term will be 2 per cent. per annum above the rate then payable on that Loan.

Interest (if unpaid) on an overdue amount will be compounded with that overdue amount at the end of each of its Terms but will remain immediately due and payable.

Notification of rates of interest

TERMS

Selection – Loans

Each Loan has one Term only.

The Company must select the Term for a Loan in the relevant Request.

Each Term for a Loan will be one, two, three or six months or any other period shorter than six months agreed by the Company and the Facility Agent or any other period agreed by the Company and all the Lenders which have (or will have) a share in that Loan.

No overrunning the Final Maturity Date

Other adjustments

Notification

MARKET DISRUPTION

Failure of a Reference Bank to supply a rate

Market disruption

In this Clause, each of the following events is a market disruption event:

HIBOR is to be calculated by reference to the Reference Banks but no, or (where there is more than one Reference Bank) only one, Reference Bank supplies a rate by 12.00 noon (local time) on the relevant Rate Fixing Day; or

the Facility Agent receives by close of business on the Business Day immediately following the Rate Fixing Day notification from Lenders whose shares in the relevant Loan exceed 35 per cent. of that Loan that the cost of funding its participation in that Loan would be in excess of HIBOR, as appropriate, for the relevant Term.

The Facility Agent must promptly notify the Company and the Lenders of a market disruption event.

After notification under paragraph (b) above, the rate of interest on each Lender’s share in the affected Loan for the relevant Term will be the aggregate of the applicable:

Margin; and

the higher of (A) the rate notified to the Facility Agent by that Lender as soon as practicable, and in any event before interest is due to be paid in respect of that Term, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its share in that Loan from whatever source it may reasonably select and (B) in relation to a market disruption event under subparagraph (a)(ii) above, HIBOR.

Alternative basis of interest or funding

If a market disruption event occurs and the Facility Agent or the Company so requires, the Company and the Facility Agent must enter into negotiations for a period of not more than 30 days with a view to agreeing an alternative basis for determining the rate of interest or funding for the affected Loan.

Any alternative basis agreed will be, with the prior consent of all the Lenders, binding on all the Parties.

TAXES

General

Tax gross-up

The Company must make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by law.

If the Company or a Lender is aware that the Company must make a Tax Deduction (or that there is a change in the rate or the basis of a Tax Deduction), it must promptly notify the Facility Agent. The Facility Agent must then promptly notify the affected Parties.

If a Tax Deduction is required by law to be made by the Company, the amount of the payment due from the Company will be increased to an amount which (after making the Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

If the Company is required to make a Tax Deduction, the Company must make the minimum Tax Deduction allowed by law and must make any payment required in connection with that Tax Deduction within the time allowed by law.

Within 30 days of making either a Tax Deduction or a payment required in connection with a Tax Deduction, the Company making that Tax Deduction or payment must deliver to the Facility Agent for the relevant Finance Party evidence satisfactory to that Finance Party (acting reasonably) that the Tax Deduction has been made or (as applicable) the appropriate payment has been paid to the relevant taxing authority.

Tax indemnity

Except as provided below, the Company must, within five Business Days of demand by the Facility Agent, indemnify a Finance Party against any loss or liability or cost which that Finance Party

Paragraph (a) above does not apply with respect to any Tax assessed on a Finance Party under the laws of the jurisdiction in which:

that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

Paragraph (a) above does not apply to the extent a loss, liability or cost:

is compensated for by an increased payment under Subclause 11.2 (Tax gross-up);

would have been compensated for by an increased payment under Subclause 11.2 (Tax gross-up) but was not compensated solely because one of the exclusions in that Subclause applied; or

relates to a FATCA Deduction required to be made by a Party.

A Finance Party making, or intending to make, a claim under paragraph (a) above must promptly notify the Company of the event which will give, or has given, rise to the claim.

A Finance Party must, on receiving a payment from the Company under this Clause notify the Facility Agent.

Tax Credit

a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

it has obtained, used and retained that Tax Credit,

Stamp taxes

Indirect Tax

All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for Indirect Tax purposes are deemed to be exclusive of any Indirect Tax which is or becomes chargeable on that supply, and accordingly, subject to paragraph (b) below, if Indirect Tax is chargeable on any supply made by any Finance Party to any Party under a Finance Document and the Finance Party is required to account for the Indirect Tax, that Party must pay to the Finance Party (in addition to and at the same time as paying the consideration for such supply) an amount equal to the amount of the Indirect Tax (and such Finance Party must promptly provide an appropriate Indirect Tax invoice to that Party).

If Indirect Tax is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party other than the Recipient (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration), the Relevant Party must also pay to the Supplier (if that Supplier is required to account for the Indirect Tax) or the Recipient (if the Recipient is required to account for the Indirect Tax) (in addition to and at the same time as paying that amount) an amount equal to the amount of Indirect Tax. The Recipient must promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which the Recipient reasonably determines relates to the Indirect Tax chargeable on that supply.

Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenses, that Party must also at the same time reimburse and indemnify (as the case may be) the Finance Party against all Indirect Tax incurred by the Finance Party in respect of such costs or expenses but only to the extent that the Finance Party (reasonably) determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the Indirect Tax.

If Indirect Tax is chargeable on any supply made by a Finance Party to any Party under a Finance Document and if reasonably requested by the Finance Party, the Party must promptly give the Finance Party details of its Indirect Tax registration number and any other information as is reasonably requested in connection with the Finance Party’s reporting requirements for the supply.

Determinations by Finance Parties

A Finance Party which makes a determination of a loss or liability under this Clause must, if that determination is contested by the Company, notify the Company of the basis of its determination, together with reasonable supporting detail (which shall be prima facie evidence of such determination), through the Facility Agent.

Nothing in this Subclause shall, however, require a Finance Party to disclose any confidential information or any information regarding its internal or external tax affairs or computations.

FATCA Information

Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:

confirm to that other Party whether it is:

a FATCA Exempt Party; or

not a FATCA Exempt Party;

supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and

supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation or exchange of information regime.

If a Party confirms to another Party pursuant to subparagraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

Paragraph (a) above shall not oblige any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of:

any law or regulation;

any fiduciary duty; or

any duty of confidentiality.

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Deduction

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction) notify the Party to whom it is making the payment and, in addition, shall notify the Company, the Facility Agent and the other Finance Parties.

INCREASED COSTS

Increased Costs

In this Subclause:

Basel III means:

the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee in December 2010, each as amended;

the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended; and

any further guidance or standards published by the Basel Committee relating to “Basel III”; and

Basel Committee means the Basel Committee on Banking Supervision.

Except as provided below in this Clause, the Company must, within five Business Days of demand by the Facility Agent, pay to a Finance Party the amount of any Increased Cost incurred by that Finance Party or any of its Affiliates as a result of:

the introduction of, or any change in, or any change in the interpretation, administration or application of, any law or regulation, in each case after the date of this Agreement;

compliance with any law or regulation made after the date of this Agreement; or

the implementation or application of or compliance with Basel III or the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other law or regulation which implements Basel III or the Dodd-Frank Wall Street Reform and Consumer Protection Act (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates), in each case after the date of this Agreement.

Notwithstanding paragraph (b) above:

the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules guidelines or directives thereunder or issued in connection therewith; and

all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or any regulatory authorities, in each case pursuant to Basel III,

Exceptions

attributable to a Tax Deduction required by law to be made by the Company or attributable to a Tax calculated by reference to the net income received or receivable by the relevant Finance Party;

attributable to a FATCA Deduction required to be made by a Party;

compensated for under another Clause or would have been but for an exception to that Clause;

attributable to a Finance Party or its Affiliate failing to comply with any law or regulation; or

attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework”

Claims

A Finance Party intending to make a claim for an Increased Cost must notify the Company of the circumstances giving rise to and the amount of the claim through the Facility Agent.

Each Finance Party must, as soon as practicable after a demand by the Company, provide a certificate confirming the amount of its Increased Cost to the Company with reasonable supporting detail, and such certificate shall be prima facie evidence of the amount of the Increased Cost to which it relates.

MITIGATION

Mitigation

Each Finance Party must, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which result or would result in:

any Tax Payment or Increased Cost being payable to that Finance Party; or

that Finance Party being able to exercise any right of prepayment or cancellation under this Agreement by reason of any illegality,

Paragraph (a) above does not in any way limit the obligations of the Company under the Finance Documents.

The Company must indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of any step taken by it under this Subclause.

A Finance Party is not obliged to take any step under this Subclause if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

Conduct of business by a Finance Party

interfere with the right of any Finance Party to arrange its affairs (Tax or otherwise) in whatever manner it thinks fit;

oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it in respect of Tax or the extent, order and manner of any claim; or

oblige any Finance Party to disclose any information relating to its affairs (Tax or otherwise) or any computation in respect of Tax.

PAYMENTS

Place

Funds

Distribution

Each payment received by the Facility Agent under the Finance Documents for another Party must, except as provided below, be made available by the Facility Agent to that Party by payment (as soon as practicable after receipt) to its account with such office or bank in the principal financial centre of the country of the relevant currency as it may notify to the Facility Agent for this purpose by not less than five Business Days’ prior notice.

The Facility Agent may (with the consent of the Company or in accordance with Clause 28 (Set-Off)) apply any amount received by it for the Company in or towards payment (as soon as practicable after receipt) of any amount due from the Company under the Finance Documents or in or towards the purchase of any amount of any currency to be so applied.

Where a sum is paid to the Facility Agent under this Agreement for another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received it. However, the Facility Agent may assume that the sum has been paid to it, and, in reliance on that assumption, make available to that Party a corresponding amount. If it transpires that the sum has not been received by the Facility Agent, that Party must immediately on demand by the Facility Agent refund any corresponding amount made available to it together with interest on that amount from the date of payment to the date of receipt by the Facility Agent at a rate calculated by the Facility Agent to reflect its cost of funds.

Currency

Unless a Finance Document specifies that payments under it are to be made in a different manner, the currency of each amount payable under the Finance Documents is determined under this Subclause.

Amounts payable in respect of Taxes, fees, costs and expenses are payable in the currency in which they are incurred.

Each other amount payable under the Finance Documents is payable in Hong Kong Dollars.

No set-off or counterclaim

Business Days

If a payment under the Finance Documents is due on a day which is not a Business Day, the due date for that payment will instead be the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not) or whatever day the Facility Agent determines is market practice.

During any extension of the due date for payment of any principal under this Agreement interest is payable on that principal at the rate payable on the original due date.

Partial payments

If the Facility Agent receives a payment insufficient to discharge all the amounts then due and payable by the Company under the Finance Documents, the Facility Agent must apply that payment towards the obligations of the Company under the Finance Documents in the following order:

first, in or towards payment pro rata of any unpaid fees, costs and expenses due to the Administrative Parties under the Finance Documents;

secondly, in or towards payment pro rata of any accrued interest or fees due but unpaid under this Agreement;

thirdly, in or towards payment pro rata of any principal amount due but unpaid under this Agreement; and

fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

The Facility Agent must, if so directed by the Majority Lenders, vary the order set out in subparagraphs (a)(ii) to (iv) above.

This Subclause will override any appropriation made by the Company.

Timing of payments

REPRESENTATIONS AND WARRANTIES

Representations and warranties

The representations and warranties set out in this Clause are:

unless otherwise expressed to be given at a specific date, made to each Finance Party by the Company on the date of this Agreement;

unless otherwise expressed to be given at a specific date, deemed to be repeated to each Finance Party by the Company on each Utilisation Date (other than a Utilisation Date of a Rollover Loan) and the first day of each Term; and

if expressed to given at a specific date, made to each Finance Party by the Company on that date.

When a representation and warranty is repeated, it is applied to the circumstances existing at the time of repetition.

Status

The Company is an exempted company with limited liability, duly formed, validly existing and in good standing under the laws of the Cayman Islands.

Each of its Subsidiaries is duly formed and validly existing under the laws of the jurisdiction in which it is formed.

The Company and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

Powers and authority

Legal validity

Subject to the Legal Reservations each Transaction Document to which it is a party is its legally binding, valid and enforceable obligation.

Each Finance Document to which it is a party is in the proper form for its enforcement in the jurisdiction of its formation.

Non-conflict

any law or regulation applicable to it;

its constitutional documents in any material respect; or

any document which is binding upon it in any material respect.

Compliance

it is in compliance with all laws and regulations, including, but not limited to, Sanctions, in all material respects and no notices of any material violation of any authorisation has been issued, entered or received by it which are continuing; and

it is compliance in all material respects with the Transaction Documents to which it is a party.

No default

As at the date of this Agreement, no Default is outstanding or will result from the entry into of, or the performance of any transaction contemplated by, any Finance Document.

No other event or circumstance is outstanding which constitutes a default under any document which is binding on its assets to an extent or in a manner which constitutes a Material Adverse Effect.

Authorisations

required by it in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, the Transaction Documents; and

necessary for the conduct of the business, trade and ordinary activities of members of the Group and which are material,

Financial statements

have been prepared in accordance with IFRS consistently applied; and

give a true and fair view of its financial condition (consolidated, if applicable) as at the date to which they were drawn up,

Pari passu ranking

Litigation

As of the date of this Agreement, no litigation, arbitration, expert determination, alternative dispute resolution or administrative proceedings against it are current or, to its knowledge, pending or threatened, which has or may reasonably be expected to have a Material Adverse Effect.

As of the date of this Agreement, no labour disputes are current or, to its knowledge, threatened which has or may reasonably be expected to have a Material Adverse Effect.

IP Rights

The Company has the legal right to use the trade name “MGM” in connection with the pursuit of its business in Macau.

As of the date of this Agreement, there are no intellectual property rights other than the trade name “MGM” which are material to the business of the Group.

Environment

As at the date of this Agreement, it has obtained all Environmental Approvals required for the carrying on of its business as currently conducted and has complied with:

the terms and conditions of such Environmental Approvals; and

all other applicable Environmental Laws,

As at the date of this Agreement, there is no Environmental Claim pending or formally threatened and there are no past or present acts, omissions, events or circumstances that would form, or are reasonably likely to form, the basis of any Environmental Claim against any member of the Group which would, or may reasonably be expected to have, a Material Adverse Effect.

There are, to its knowledge, no circumstances that may prevent or interfere with its compliance with the terms and conditions of all Environmental Approvals required for the carrying on of its business.

Information

In this Subclause, Information means all information made available by or on behalf of any member of the Group to the Finance Parties in connection with the transactions contemplated by the Finance Documents, whether such information is provided prior to, on or after the date of this Agreement.

All Information (other than the financial projections) provided to any Finance Party by or on behalf of any member of the Group on or prior to the date of this Agreement was true and accurate in all material respects as at its date or (if appropriate) as at the date (if any) at which it is stated to be given and nothing has been omitted from such Information and no Information has been given or withheld that would result in the Information being untrue or misleading in any material respect.

As of the date of this Agreement, any financial projections contained in the Information were prepared on the basis of recent historical information and on the basis of assumptions believed by the Company to be reasonable as of the date of the preparation of such projections in each case (but subject to the inherent uncertainty associated with all financial projections and with no assurance that any such financial projections will be achieved).

All other Information provided by any member of the Group to the Finance Parties is true, complete and accurate in all material respects as at the date it was given and is not misleading in any material respect.

Assets

Financial Indebtedness and Security Interests

Insurance

there is no outstanding insured loss or liability incurred by it which is US$10,000,000 (or its equivalent) or more which is not expected to be covered to the full extent of that loss or liability;

there has been no non-disclosure, misrepresentation or breach of any term of any material Insurance which would entitle any insurer of that Insurance to repudiate, rescind or cancel it or to treat it as avoided in whole or in part or otherwise decline any valid claim under it by or on behalf of any member of the Group; and

no insurer of any material Insurance is in run-off or has entered into any insolvency proceedings which are still pending or current.

Taxes on payments

It is not overdue (taking into account any grace periods granted or attached thereto) in the filing of any Tax returns or filings relating to any material amount of Tax and it is not overdue in the payment of any material amount of, or in respect of, Tax.

No claim or investigations by any Tax authority are being made or conducted against it which would constitute a Material Adverse Effect.

As at the date of this Agreement, for Tax purposes, it is resident only in the jurisdiction of its formation.

As at the date of this Agreement, all amounts payable by it under the Finance Documents may be made without any Tax Deduction.

Stamp duties

Immunity

The entry into by it of each Finance Document constitutes, and the exercise by it of its rights and performance of its obligations under each Finance Document will constitute, private and commercial acts performed for private and commercial purposes; and

it will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in its jurisdiction of formation in relation to any Finance Document.

No adverse consequences

it is not necessary under the laws of its jurisdiction of formation:

in order to enable any Finance Party to enforce its rights under any Finance Document; or

by reason of the entry into of any Finance Document or the performance by it of its obligations under any Finance Document,

no Finance Party is or will be deemed to be resident, domiciled or carrying on business in its jurisdiction of formation by reason only of the entry into, performance or enforcement of any Finance Document.

Jurisdiction/governing law

Subject to the Legal Reservations:

its:

irrevocable submission under the Finance Documents to the jurisdiction of the courts of England; and

agreement that each of the Finance Documents which are expressed to be governed by English law are governed by English law; and

agreement not to claim any immunity to which it or its assets may be entitled,

Any judgment obtained in England will be recognised and be enforceable by the courts of its Relevant Jurisdiction.

Authorised Signatures

No Material Adverse Effect

INFORMATION COVENANTS

Financial statements

its audited consolidated financial statements for each of its financial years within 90 days of the end of each of its financial years (or any longer period permitted by the Listing Rules); and

its unaudited consolidated financial statements for each of its financial quarters (other than in respect of the fourth consecutive financial quarter in each of its financial years) within 45 days of the end of each of its financial quarters (or any longer period permitted by the Listing Rules).

Form of financial statements

The Company must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the Company as at the date to which those financial statements were drawn up.

The Company must notify the Facility Agent of any change to the manner in which its audited consolidated financial statements are prepared.

If requested by the Facility Agent, the Company must supply to the Facility Agent:

a full description of any change notified under paragraph (b) above; and

sufficient information in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 17 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the relevant audited consolidated financial statements.

If there is any change in the basis on which the audited financial statements of the Company are prepared and if requested by the Facility Agent or the Company, the Company and the Facility Agent must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change had not happened.

If the Company provides any notification under paragraph (b) above it must ensure that its audited financial statements provide an explanation from the Auditors which is consistent with any description provided by the Company under paragraph (c) above for any change to the manner in which the Company’s audited consolidated financial statements are prepared.

Compliance Certificate

The Company must supply to the Facility Agent, with each set of its financial statements sent to the Facility Agent under this Agreement, a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 17 (Financial Covenants) as at the date as at which those financial statements were drawn up.

Each Compliance Certificate must be signed by the chief financial officer of the Company.

Auditors

The Company must ensure that at all times the Auditors are appointed to audit its consolidated annual financial statements.

The Company may only replace its Auditors only with another internationally recognised firm of certified public accountants.

If, at any time after an Event of Default occurs, the Facility Agent wishes to discuss the financial position of any member of the Group with the Auditors, the Facility Agent may notify the Company,

Information – miscellaneous

Subject paragraph (b) below, the Company must supply to the Facility Agent, in sufficient copies for all the Lenders if the Facility Agent so requests:

at the same time as they are despatched, copies of all material documents despatched by the Company or by any member of the Group to any class or classes of its creditors to which it owes Financial Indebtedness, for each such class of creditors, in an aggregate principal amount exceeding US$20,000,000;

promptly upon becoming aware of them, details of any current, threatened or pending litigation, arbitration or administrative proceedings against any member of the Group which have, or may reasonably be expected to have, a Material Adverse Effect;

promptly upon becoming aware of them, details of any authorisations as referred to in Subclause 18.2 (Authorisations) obtained or effected being amended, renewed or otherwise modified, or any authorisations not being obtained or effected when required or ceasing to be in effect;

prior to entry into of any such arrangement, details of any proposed Performance Bond or Performance Bond Facility to be entered into by any member of the Group;

promptly on request, a list of the then current Subsidiaries of the Company;

promptly on request, such further information regarding the financial condition, business and operations of any member of the Group as any Finance Party through the Facility Agent may reasonably request; and

promptly, notice of any change in authorised signatories of the Company signed by a director or company secretary of the Company accompanied by specimen signatures of any new authorised signatories.

The Company shall not be required to supply any information requested by the Facility Agent under paragraph (a) above if the provision of such information by the Company:

is not permitted under the Listing Rules or any applicable law or other regulation; or

could reasonably be expected to result in the Company, under any applicable law or regulation, being obliged to make an announcement or disclose information under the Listing Rules or otherwise to its shareholders in circumstances where it would not otherwise be required to make such an announcement or disclosure.

Notification of Default and breach of certain representations

Financial year and quarter end

Customer due diligence requirements

The Company must, as soon as reasonably practicable following a request of any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied with the results of all relevant applicable customer due diligence requirements.

Each Lender must, promptly on the request of the Facility Agent, supply to the Facility Agent any documentation or other evidence which is reasonably required by the Facility Agent to carry out and be satisfied with the results of all customer due diligence requirements.

FINANCIAL COVENANTS

Financial covenant definitions

adding, without duplication and to the extent deducted in arriving at Net Income, the sum of:

Non-Gaming Tax;

amortisation or write-off of debt discount and debt issuance costs and interest, commissions, discounts and other fees and charges associated with Financial Indebtedness (including the Loans);

depreciation and amortisation expense;

amortisation of intangibles (including goodwill);

the aggregate of all non-cash items which otherwise have the effect of decreasing Net Income;

any foreign currency exchange losses;

any extraordinary expenses or losses; and

any pre-opening and start-up expenses incurred by any member of the Group prior to the opening date of MGM Cotai; and

subtracting, without duplication and to the extent included in determining such Net Income, the sum of:

interest income;

the aggregate of all non-cash items which otherwise have the effect of increasing Net Income;

any foreign currency exchange gains; and

any extraordinary income or gains,

EBITDA; to

Interest Charges,

Total Debt on that Accounting Date; to

EBITDA for the 12 month period ending on that Accounting Date.

any Financial Indebtedness under a Performance Bond Facility (except to the extent of actual drawings thereunder);

any Financial Indebtedness owed to another member of the Group;

any Financial Indebtedness of the Group on non-recourse terms; and

any Financial Indebtedness up to an aggregate amount of US$500,000,000 or its equivalent falling under paragraph (j) of the definition of “Financial Indebtedness” which has been incurred by a member of the Group in respect of and to the extent required under any bond facility which is procured in relation to any contractor’s lien over assets of the Group except:

to the extent that any member of the Group is in default (howsoever described) under such bond facility; or

where any such Financial Indebtedness does not constitute current liabilities of the member of the Group,

Interpretation

Each accounting term used in this Clause is to be construed in accordance with the principles applied in connection with the Original Financial Statements.

Any amount in a currency other than Hong Kong Dollars is to be taken into account at:

its Hong Kong Dollar equivalent on the day the relevant amount falls to be calculated; or

if the amount is to be calculated on the last day of a financial period of the Company, its amount in Hong Kong Dollars based on the relevant rates of exchange used by the Company in, or in connection with, its financial statements for that period.

Leverage Ratio

Interest Coverage Ratio

GENERAL COVENANTS

General

The Company agrees, for the benefit of each Finance Party, to be bound by the covenants set out in this Clause on and from the date of this Agreement to (and including) the Final Maturity Date (or, if earlier, the date on which all amounts outstanding under the Finance Documents are unconditionally and irrevocably paid and no Commitment is in force).

Where a covenant is expressed to apply to any member of the Group which is not the Company, the Company must ensure that its Subsidiaries perform that covenant.

Authorisations

The Company must promptly:

obtain, maintain in full force and effect and comply with the terms; and

supply certified copies to the Facility Agent,

The Company must promptly:

obtain, maintain and comply with the terms; and

upon request, supply certified copies to the Facility Agent,

Compliance

The Company must comply in all respects with all laws and regulations, including, but not limited to, Sanctions, to which it is subject where failure to do so constitutes or could be reasonably be expected to constitute a Material Adverse Effect.

The Company must comply in all material respects with its obligations under the Transaction Documents (other than a Finance Document) to which it is a party.

Pari passu ranking

Negative pledge

Except for any Permitted Security, no member of the Group may create or allow any Security Interest to exist on any of its assets.

Except for any Permitted Security, no member of the Group may:

sell, transfer or otherwise dispose of any of its assets on terms where it is or may be leased to or re-acquired or acquired by a member of the Group or any of its related entities;

sell, transfer or otherwise dispose of any of its receivables on recourse terms;

enter into or permit to subsist any title retention arrangement;

enter into or permit to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

enter into or permit to subsist any other preferential arrangement having a similar effect,

Disposals

Except as provided below, no member of the Group may, either in a single transaction or in a series of transactions and whether related or not, dispose of all or any part of any asset which:

constitutes part of the land and/or buildings constituting the MGM Macau or the MGM Cotai or, in respect of the land and/or buildings constituting part of the MGM Macau or the MGM Cotai, comprises any share or equity interest in any person that owns such land and/or buildings; or

is necessary for the continued operation of the business conducted at the MGM Macau or the MGM Cotai.

Subparagraph (a)(i) above does not apply to any disposal:

constituted by a Security Interest that is a Permitted Security;

required as a result of any dedication of minor strips and gores of land to any Governmental Agency for public purposes; or

which is a Permitted Lease.

Continuation of business of Principal Resorts

Mergers

the ability of the Company to perform its obligations under, or the validity or enforceability of, any Transaction Document; or

the rights of the Finance Parties under the Finance Documents.

Environmental matters

Each member of the Group must:

comply with all Environmental Law;

obtain, maintain and ensure compliance with all requisite Environmental Approvals; and

implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

The Company must, promptly upon becoming aware, notify the Facility Agent of:

any Environmental Claim started, or to its knowledge, threatened; or

any circumstances reasonably likely to result in an Environmental Claim,

Permitted Swap Transactions

IP Rights

Each member of the Group must take such steps as are necessary and commercially reasonable (including, where appropriate, the institution of legal proceedings) to prevent third parties infringing the Group’s intellectual property rights.

The Company must ensure that it has the legal right to use the trade name “MGM” in connection with the pursuit of its resort casino business and other related lodging and ancillary businesses in Macau.

Insurances

In this Clause:

a prudent owner means a prudent owner and operator of any business, and of assets of a type and size, similar in all cases to those owned and operated by the relevant member of the Group in a similar location; and

Insurance (the new Insurance) shall be on reasonable commercial terms if (without prejudice to any other terms that may be commercially reasonable) the premium payable in respect of the new Insurance is not more than 125 per cent. of the premium paid by the Group for the Insurance covering the same risks as the new Insurance in the immediately preceding year.

Each member of the Group must ensure that its Insurances:

are materially consistent with the Insurances in place as of the date of this Agreement, provided that such Insurances may be modified consistent with the availability of coverage in the international insurance market on reasonable commercial terms;

cover all risks that are required to be insured against under any applicable law or regulation; and

cover all risks which a prudent owner would insure against (as reasonably determined by the Company).

Each member of the Group must ensure that the Insurances are with, or it has ultimate recourse in respect of all insured losses under the Insurances to, an insurance company or underwriter which is of international standing and is not a captive insurer which is a member of the Group.

Amendments to documents

Subject to paragraph (b) below, no member of the Group may:

amend its memorandum or articles of association or other constitutional documents; or

amend, waive or replace any term of any Concession Contract,

Subparagraph (a)(i) above does not apply to any actions which are reasonably required to consummate a Permitted Transaction.

The Company must promptly supply to the Facility Agent a copy of any amendment to or waiver of any of the documents referred to in paragraph (a) above.

Access

Subject to any applicable laws or regulations restricting such actions, upon reasonable notice being given by the Facility Agent, each member of the Group must allow any one or more representatives of the Facility Agent or accountants or other professional advisers (other than construction consultants) appointed by the Facility Agent (at the Company’s expense) to have access during normal business hours to the premises, assets, books and records of that member of the Group, provided that any representative of that member of the Group may, if they so choose, be present.

The Facility Agent may not give notice under paragraph (a) above more than once every financial year unless it reasonably believes that a Default is outstanding.

Taxes

Each member of the Group must pay all Taxes due and payable (or, where payments of Tax must be made by reference to estimated amounts, such estimated Tax (calculated in good faith) as due and payable for the relevant period) by it prior to the accrual of any fine or penalty for late payment, unless (and only to the extent that):

payment of those Taxes is being contested in good faith;

adequate reserves are being maintained for those Taxes and the costs required to contest them to the extent required by IFRS; and

failure to pay those Taxes does not constitute a Material Adverse Effect.

The Company may not change its residence for Tax purposes.

Sanctions

Each member of the Group must ensure that:

it is not the subject of any Sanctions;

it is not located, organised or residing in any Designated Jurisdiction, or participating in or facilitating a transaction or business in a Designated Jurisdiction or, subject to paragraph (d) below, involving any person who is the subject of Sanctions; and

subject to paragraph (d) below, on the date of this Agreement, none of its directors, officers, agents, employees or affiliates (as defined in Rule 405 under the U.S. Securities Act of 1933, as amended) (a relevant person) are the subject of any Sanctions.

No member of the Group shall directly or indirectly use the proceeds of the Facility, or lend, contribute or otherwise make available such proceeds to any other person or entity, for the purpose of financing the activities of any person that, at the time of such financing, is the subject of any Sanctions, or in any Designated Jurisdiction.

Without prejudice to paragraph (b) above, none of the funds or assets of the Company that are used to pay any amount due pursuant to this Agreement shall constitute funds knowingly obtained from transactions with or relating to Designated Persons or Designated Jurisdictions.

The Company will not be in breach of:

the relevant part of subparagraph (a)(ii) above, if the relevant member of the Group does not have knowledge that the relevant person is the subject of Sanctions; or

subparagraph (a)(iii) above, if the relevant member of the Group does not have knowledge that the relevant person is the subject of Sanctions on the date of this Agreement.

Each member of the Group must ensure that:

it has in place customary procedures designed to identify if any of its directors, officers and agents, at the time of its engagement with or appointment of such relevant person(s), is the subject of any Sanctions; and

it will terminate its engagement with or appointment of any of its relevant person(s) promptly upon any member of the Group having knowledge that such relevant person being the subject of any Sanctions.

FCPA

Each member of the Group must ensure that:

it does not: and,

subject to paragraph (b) below, none of its directors, officers, agents, employees or other persons associated with or acting on behalf of any member of the Group (a relevant FCPA person) shall,

The Company will not be in breach of subparagraph (a)(ii) above if the relevant member of the Group does not have knowledge that the relevant FCPA Person is engaged in any of the activities set out in paragraph (a) above.

Each member of the Group must ensure that:

it has in place customary procedures designed to monitor the engagement by its directors, officers and employees in any of the activities set out in paragraph (a) above; and

it will terminate its engagement with or appointment of any of its relevant FCPA person promptly upon any member of the Group having knowledge that that relevant FCPA person has engaged in any of the activities set out in paragraph (a) above.

Money Laundering Laws

Each member of the Group must ensure that:

it is in material compliance with all applicable anti-money laundering laws (including but not limited to applicable financial record keeping and reporting requirements and money laundering statutes in Macau, and, to the best of its knowledge and belief, all jurisdictions in which it conducts business or which are otherwise applicable to it) and all applicable rules, regulations and guidelines issued, administered or enforced by any Governmental Agency pursuant to such laws (collectively, Money Laundering Laws);

on the date of this Agreement, no action, suit or proceeding by or before any court or Governmental Agency, authority or body or any arbitrator involving any member of the Group with respect to Money Laundering Laws is pending and, subject to paragraph (b) below, no such actions, suits or proceedings are threatened or contemplated; and

on the date of each Request, there is no such action, suit or proceeding pending which may reasonably be expected to have a Material Adverse Effect.

The Company will not be in breach of subparagraph (a)(ii) above in respect of the actions, suits or proceedings referred to therein if the relevant member of the Group does not have knowledge of the relevant actions, suits or proceedings on the date of this Agreement.

Each member of the Group must be in material compliance with the U.S. International Money Laundering Abatement and the U.S. Terrorism Financing Act of 2001.

Anti-Terrorism Laws

Subject to paragraph (b) below, no member of the Group shall, nor shall any of their respective brokers or other agents acting or benefiting in any capacity in connection any Loan:

be in violation of any Anti-Terrorism Law;

be a Designated Person; or

deal in any property or interest in property blocked pursuant to any Anti-Terrorism Law.

The Company will not be in breach of subparagraph (a) above in respect of the circumstances or activities of any brokers or agents of the Group which are restricted under subparagraphs (a)(i) to (a)(iii) above (inclusive) if the Company does not have knowledge of the relevant circumstances or activities.

Each member of the Group must ensure that:

it has in place customary procedures designed to identify, at the time of engagement with or appointment of its broker or agent acting or benefiting in any capacity in connection with any Loan, if any of the circumstances or activities that are restricted under subparagraphs (a)(i) to (a)(iii) above applies to or is undertaken by such broker or agent; and

it will terminate its engagement with or appointment of any such broker or agent promptly upon any Group having knowledge that any of the circumstances or activities that are restricted under subparagraphs (a)(i) to (a)(iii) above applies to or is undertaken by that broker or agent.

Maintenance of listing status

DEFAULT

Events of Default

Non-payment

The Company does not pay on the due date any amount of principal payable by it under the Finance Documents in the manner required under the Finance Documents.

The Company does not pay any amount of interest or fees payable by it under the Finance Documents in the manner and on the date required under the Finance Documents within five days of that date.

The Company does not pay any other amount payable by it under the Finance Documents in the manner required under the Finance Documents within ten days of the date of a demand by any Finance Party to whom the amount (or part of the amount) is due or the Facility Agent on behalf of the relevant Finance Party to whom the amount (or part of the amount) is due.

Breach of other obligations

The Company does not comply with any term of Clause 17 (Financial Covenants), Subclause 18.4 (Pari passu ranking), Subclause 18.7 (Continuation of business of Principal Resorts) or Subclause 18.8 (Mergers).

The Company does not comply with any term of the Finance Documents (other than any term referred to in Subclause 19.2 (Non-payment) or in paragraph (a) above), unless the non-compliance:

is capable of remedy; and

is remedied within 30 days of the earlier of the Facility Agent giving notice of the failure to comply by the Company and the Company becoming aware of the non-compliance.

Misrepresentation

Cross-default

any of its Financial Indebtedness is not paid when due (after the expiry of any originally applicable grace period);

any of its Financial Indebtedness:

becomes prematurely due and payable;

is placed on demand; or

is capable of being declared by or on behalf of a creditor to be prematurely due and payable or of being placed on demand,

any commitment for its Financial Indebtedness is cancelled or suspended as a result of an event of default or any provision having a similar effect (howsoever described),

Insolvency

The Company or the Group (taken as a whole) is deemed for the purposes of any applicable law to be, unable to pay its debts as they fall due or insolvent.

The Company admits its inability to pay its debts as they fall due.

The Company suspends making payments on any of its debts or announces an intention to do so.

Any indebtedness of the Company, the aggregate amount of which exceeds US$50,000,000 (or its equivalent), is subject to a moratorium.

Any Security Interest is enforced over any of the assets of the Company where the indebtedness which is secured by such Security Interests (when aggregated with the indebtedness which is secured by of all other assets of the Company over which any Security Interest has also been enforced) exceeds US$50,000,000 (or its equivalent).

Insolvency proceedings

Except as provided below, any of the following occurs in respect of the Company:

any step is taken with a view to the suspension of payments, a moratorium or a composition, compromise, assignment or similar arrangement with any of its creditors;

a meeting of its shareholders, directors or other officers is convened for the purpose of considering any resolution for, to petition for or to file documents with a court or any registrar for, its winding-up, administration or dissolution or any such resolution is passed;

any person presents a petition, or files documents with a court or any registrar, for its winding-up, administration, dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise);

an order for its winding-up, administration or dissolution is made;

any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer is appointed in respect of it or any of its assets;

its shareholders, directors or other officers request the appointment of, or give written notice of their intention to appoint, a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer; or

any other analogous step or procedure is taken in any jurisdiction.

Paragraph (a) above does not apply to:

any step or procedure which is part of a Permitted Transaction; or

a petition for winding-up presented by a person which is being contested in good faith and with due diligence and is discharged, vacated, withdrawn or struck out within 60 days of its commencement or issuance.

Creditors’ process

Effectiveness of Finance Documents

It is or becomes unlawful for the Company to perform any of its obligations under the Finance Documents.

A member of the Group repudiates or revokes a Finance Document or evidences an intention to repudiate or revoke a Finance Document to which it is a party.

Nationalisation

Loss of Concession

Any event after which none of the Company nor any Subsidiary of the Company has such licenses, concessions, subconcessions or other permits or authorisations as are necessary for the Company and its Subsidiaries to own or manage casino or gaming areas or operate casino games of fortune and chance in Macau in substantially the same manner and scope as the Company and its Subsidiaries are entitled to at the date of this Agreement, for a period of ten consecutive days or more, and such event has a material adverse effect on the financial condition, business, properties, or results of operations of the Company and its Subsidiaries, taken as a whole.

The termination, rescission, revocation or modification of any Gaming License which has a material adverse effect on the financial condition, business, properties, or results of operations of the Company and its Subsidiaries, taken as a whole, excluding any termination or rescission resulting from or in connection with any renewal, tender or other process conducted by the Macau Government in connection with the granting or renewal of any Gaming License; provided that such renewal, tender or other process results in the granting or renewal of the relevant Gaming License.

Judgments

Acceleration

cancel all or any part of the Total Commitments; or

declare that all or part of any amounts outstanding under the Finance Documents are:

immediately due and payable; or

payable on demand by the Facility Agent acting on the instructions of the Majority Lenders.

THE ADMINISTRATIVE PARTIES

Appointment and duties of the Facility Agent

Each Finance Party (other than the Facility Agent) irrevocably appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.

Each Finance Party irrevocably authorises the Facility Agent to:

perform the duties and to exercise the rights, powers and discretions that are specifically given to it under the Finance Documents, together with any other incidental rights, powers and discretions; and

enter into and deliver each Finance Document expressed to be entered into by the Facility Agent.

The Facility Agent has only those duties which are expressly specified in the Finance Documents. Those duties are solely of a mechanical and administrative nature.

The Arrangers

Except as specifically provided in this Agreement, no Arranger has any obligations of any kind to any other Party in connection with any Finance Document.

If any person ceases to be a Lender pursuant to the terms of this Agreement and that person is also an Arranger, that person will cease to be Arranger at the same time as it ceases to be a Lender provided that that person shall be entitled to the continuing benefit of this Clause for the period during which they were an Arranger.

No fiduciary duties

nothing in the Finance Documents makes an Administrative Party a trustee or fiduciary for any other Party or any other person; and

no Administrative Party need hold in trust any moneys paid to it or recovered by it for a Party in connection with the Finance Documents or be liable to account for interest on those moneys.

Individual position of an Administrative Party

If it is also a Lender, each Administrative Party has the same rights and powers under the Finance Documents as any other Lender and may exercise those rights and powers in the same way as any other Lender, notwithstanding that it may also be an Administrative Party.

Each Administrative Party may:

carry on any business with the Company or its related entities (including acting as an agent or a trustee for any other financing); and

retain any profits or remuneration it receives under the Finance Documents or in relation to any other business it carries on with the Company or its related entities.

Reliance

rely on any notice or document believed by it to be genuine and correct and to have been signed by, or with the authority of, the proper person;

rely on any statement made by any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify;

assume, unless the context otherwise requires, that any communication made by the Company is made on behalf of and with the consent and knowledge of the Company;

engage, pay for and rely on professional advisers selected by it (including those representing a Party other than the Facility Agent); and

act under the Finance Documents through its personnel and agents.

Majority Lenders’ instructions

The Facility Agent is fully protected if it acts on the instructions of the Majority Lenders in the exercise of any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, the Facility Agent may act as it considers to be in the best interests of all the Lenders.

The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised.

The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions.

The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings in connection with any Finance Document.

Responsibility

No Administrative Party is responsible for the adequacy, accuracy or completeness of any statement or information (whether written or oral) made in or supplied in connection with any Finance Document by any person other than that Administrative Party.

No Administrative Party is responsible for the legality, validity, effectiveness, adequacy, completeness or enforceability of any Finance Document or any other document.

Without affecting the responsibility of the Company for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms that it:

has made, and will continue to make, its own independent appraisal of all risks arising under or in connection with the Finance Documents (including the financial condition and affairs of the Company and its related entities and the nature and extent of any recourse against any Party or its assets); and

has not relied exclusively on any information provided to it by any Administrative Party in connection with any Finance Document or agreement entered into in anticipation of or in connection with any Finance Document.

Exclusion of liability

No Administrative Party is liable or responsible to any other Finance Party for any action taken or not taken by it in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

No Party (other than the relevant Administrative Party) may take any proceedings against any officers, employees or agents of an Administrative Party in respect of any claim it might have against that Administrative Party or in respect of any act or omission of any kind by that officer, employee or agent in connection with any Finance Document. Any officer, employee or agent of an Administrative Party may rely on this Subclause and enforce its terms under the Contracts (Rights of Third Parties) Act 1999.

The Facility Agent is not liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Facility Agent if the Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Facility Agent for that purpose.

Nothing in this Agreement will oblige any Administrative Party to satisfy any customer due diligence requirement in relation to the identity of any person on behalf of any Finance Party.

Each Finance Party confirms to each Administrative Party that it is solely responsible for any customer due diligence requirements it is required to carry out and that it may not rely on any statement in relation to those requirements made by any other person.

Default

The Facility Agent is not obliged to monitor or enquire whether a Default has occurred. The Facility Agent is not deemed to have knowledge of the occurrence of a Default.

If the Facility Agent:

receives notice from a Party referring to this Agreement, describing a Default and stating that the event is a Default; or

is aware of the non-payment of any principal, interest or fee payable to a Finance Party (other than the Facility Agent or an Arranger) under this Agreement,

Information

The Facility Agent must promptly forward to the person concerned the original or a copy of any document which is delivered to the Facility Agent by a Party for that person.

Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

Except as provided above, the Facility Agent has no duty:

either initially or on a continuing basis to provide any Lender with any credit or other information concerning the risks arising under or in connection with the Finance Documents (including any information relating to the financial condition or affairs of the Company or its related entities or the nature or extent of recourse against any Party or its assets) whether coming into its possession before, on or after the date of this Agreement; or

unless specifically requested to do so by a Lender in accordance with a Finance Document, to request any certificate or other document from the Company.

In acting as the Facility Agent, the Facility Agent will be regarded as acting through its agency division which will be treated as a separate entity from its other divisions and departments. Any information acquired by the Facility Agent which, in its opinion, is acquired by another division or department or otherwise than in its capacity as the Facility Agent may be treated as confidential by the Facility Agent and will not be treated as information possessed by the Facility Agent in its capacity as such.

The Facility Agent is not obliged to disclose to any person any confidential information supplied to it by or on behalf of a member of the Group solely for the purpose of evaluating whether any waiver or amendment is required in respect of any term of the Finance Documents.

The Company irrevocably authorises the Facility Agent to disclose to the other Finance Parties any information which, in its opinion, is received by it in its capacity as the Facility Agent.

Indemnities

Without limiting the liability of the Company under the Finance Documents, each Lender must, subject to any right of set-off in respect of any sum owing by the Facility Agent to that Lender, indemnify the Facility Agent for that Lender’s Pro Rata Share of any loss or liability incurred by the

If a Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may, after giving notice to that Party:

deduct from any amount received by it for that Party any amount due to the Facility Agent from that Party under a Finance Document but unpaid; and

apply that amount in or towards satisfaction of the owed amount.