Common use of Subconcession Clause in Contracts

Subconcession. 2.1 PBL shall proceed to enter into the Subconcession Agreement with Wynn Resorts Limited (“Wynn”) and Wynn Resorts (Macau) S.A (“▇▇▇▇ Macau”) for the grant of Subconcession substantially in the form and content attached hereto, with such amendments or variations (except as to purchase price) as PBL shall deem expedient to reach agreement with ▇▇▇▇ and ▇▇▇▇ Macau as soon as possible, provided that any changes of substance shall have first been consulted and cleared with Melco. 2.2 PBL shall as soon as possible establish PBL Macau, as referred to in the Subconcession Agreement, as a wholly owned subsidiary of PBL, to be the grantee of the Subconcession. PBL shall perform its obligations and cause PBL Macau to perform its obligations under the Subconcession Agreement. PBL shall have the responsibilities as provided in the Subconcession Agreement to negotiate and agree the terms of the definitive Subconcession with the Government of Macau SAR in accordance with the Subconcession Agreement and all other matters and things referred under the Subconcession Agreement required to obtain the grant of the Subconcession and for the Subconcession to come into force and effect. 2.3 PBL and PBL Macau will closely consult with Melco in relation to the negotiations for the grant of the Subconcession and the terms of the definitive Subconcession and will not agree any material variation from the terms of the Subconcession referred to in the Subconcession Agreement without the consent of Melco, such consent not be unreasonably withheld or delayed. At the request of PBL, Melco will and will cause relevant Melco Group Companies to use their best efforts to support and cooperate with PBL and PBL Macau in negotiations with the Government of Macau SAR and other relevant persons or regulatory authorities for the grant of the Subconcession and all matters incidental or ancillary thereto. 2.4 Subject to the terms and conditions herein, the Purchase Price for the grant of the Subconcession namely US$900,000,000 (nine hundred million United Stated dollars) shall be provided by the parties as follows: (a) PBL and Melco shall make or cause to be made by their wholly-owned subsidiaries, capital contributions to PBL Macau of respectively, US$240,000,000 (two hundred and forty million United Stated dollars) and US$160,000,000 (one hundred and sixty million United States dollars), which sums shall be applied towards the Purchase Price. (b) The balance of the Purchase Price shall be met by means of non-recourse finance arranged by PBL Macau on terms acceptable to both parties but failing the ability to arrange such third party finance on acceptable terms, the balance of the Purchase Price shall be provided to PBL Macau by PBL and Melco in the same proportion as their capital contributions specified in 2.4(a) above. (a) Melco expressly acknowledges that on entering into the Subconcession Agreement as provided in clause 2.1, PBL will be bound to pay the Deposit following execution of the Subconcession Agreement and the balance of the Purchase Price thereunder upon Closing and may be liable to forfeit the Deposit subject to the terms and conditions provided in the Subconcession Agreement. Melco agrees and undertakes to PBL to assume and be responsible for and to pay 40 percent of such Deposit and the balance of the Purchase Price and 40 percent of any other sum or liabilities incurred by PBL in entering into the Subconcession Agreement upon Closing and hereby agrees to indemnify PBL accordingly. Melco agrees promptly after the date of execution of this Memorandum of Agreement and the Subconcession Agreement to fund PBL with 40 percent of the Deposit (being an amount of forty million United States dollars (US$40,000,000)) in order for PBL to pay the Deposit as required by the Subconcession Agreement. This amount so advanced by Melco shall be deemed to be an advance made under Clause 2.4(a). (b) PBL expressly acknowledges that Melco enters into this Memorandum of Agreement on the basis and understanding that PBL will carry out its obligations and liabilities under the Subconcession Agreement in accordance with its terms. PBL hereby indemnifies Melco against any failure by it to carry out its obligations and/or liabilities aforesaid. PBL agrees and undertakes to Melco to assume and be responsible for and to pay 60 per cent of the Deposit and the Purchase Price and 60 per cent of any other sum or liabilities that may be incurred in entering into the Sub-Concession Agreement and hereby agrees to indemnify Melco accordingly. 2.6 The parties’ respective capital contributions to PBL Macau shall be made by the subscription for shares or by way of interest free subordinated loans and will be paid at the same time and from time to time as shall be required by the Subconcession Agreement or by the terms of the Subconcession. 2.7 Melco’s initial capital contribution of US$160,000,000 (one hundred and sixty million United States dollars) shall be made by way of subordinated interest free loan and not by the subscription of shares. 2.8 Subject to any required approvals of the Government of Macau SAR or other terms and conditions of the Subconcession and following Closing and the grant of the Subconcession and the same coming into force and effect, Melco shall have the right and PBL shall have the right to require Melco upon the giving of 5 Business Days notice, to convert its loan capital contribution into shares of PBL Macau by the subscription of new shares of PBL Macau with the intent that each of the equity capital and the loan capital (if any) of PBL Macau is owned as to 60% by PBL or its subsidiary and as to 40% by Melco or its subsidiary. 2.9 The right of Melco to require the issue of shares in PBL Macau to it shall be subject to any required approvals of the Government of Macau SAR or other terms and conditions of the Subconcession. In the event that the Government of Macau SAR shall refuse to give its approval to Melco to subscribe for a total of 40% of issued shares of PBL Macau, then, unless the parties agree on other arrangements, Melco’s capital contribution to PBL Macau shall remain in the form of loan capital until such time as the consent of the Government of Macau SAR is obtained but the parties shall adjust the term of such loans and their arrangements to ensure that Melco will share the risks, liabilities, commitments, capital contributions and economic values and benefits of the projects and business in Macau on a 50:50 basis. 2.10 At the same time as Melco becoming a holder of 40% of issued shares of PBL Macau, PBL and Melco shall: (a) enter into a shareholders’ agreement which will reflect:- (i) the principle that material dealings of or under the Subconcession shall be subject to the unanimous approval of the board of PBL Macau; (ii) Melco and PBL will share the risks, liabilities, commitments, capital contributions and economic values and benefits of the projects and business in Macau on a 50:50 basis; and (b) revise the Deed to reflect the agreement that all Gaming Ventures in the Territory outside the Macau SAR shall be owned and carried out on a 50:50 basis.

Subconcession. 2.1 It is agreed pursuant to clause 2.3 of the Memorandum that PBL shall proceed to should enter into the First Amendment Agreement to the Subconcession Agreement and into the Side Letter Agreement with Wynn Resorts Limited (“Wynn”) and Wynn Resorts (Macau) S.A (“▇▇▇▇ Macau”) ▇. References to the Subconcession Agreement shall be read as the Subconcession Agreement as amended by the First Amendment Agreement. 2.2 In the light of the regulatory requirement for a Macau resident to be appointed managing or executive director of PBL Macau and to hold 10% of that company’s issued share capital for the grant of Subconcession substantially the Subconcession, and the desirability of PBL maintaining a majority interest in the form and content attached hereto, with such amendments or variations (except as to purchase price) as PBL shall deem expedient to reach agreement with ▇▇▇▇ and ▇▇▇▇ Macau as soon as possible, provided that any changes issued share capital of substance shall have first been consulted and cleared with Melco. 2.2 PBL shall as soon as possible establish PBL Macau, as referred to in the Subconcession Agreement, as a wholly owned subsidiary of PBL, to be the grantee of the Subconcession. PBL shall perform its obligations and cause PBL Macau to perform its obligations under the Subconcession Agreement. PBL shall have the responsibilities as provided in the Subconcession Agreement to negotiate and agree the terms of the definitive Subconcession with the Government of Macau SAR in accordance with the Subconcession Agreement and all other matters and things referred under the Subconcession Agreement required to obtain the grant of the Subconcession and for the Subconcession to come into force and effect. 2.3 PBL and PBL Macau will closely consult with Melco in relation to the negotiations for following the grant of the Subconcession and the terms parties’ intention that, subject to requisite consents of the definitive Subconcession and will not agree any material variation from the terms of the Subconcession referred to in the Subconcession Agreement without the consent of Melco, such consent not be unreasonably withheld or delayed. At the request of PBL, Melco will and will cause relevant Melco Group Companies to use their best efforts to support and cooperate with PBL and PBL Macau in negotiations with the Government of Macau SAR and other any relevant persons or regulatory authorities for the grant requirements of the Subconcession and all matters incidental or ancillary thereto. 2.4 Subject to the terms and conditions hereinAustralian Regulatory Authorities, the Purchase Price for economic value and benefit of PBL Macau (and the grant of the Subconcession namely US$900,000,000 (nine hundred million United Stated dollarsassociated risks, liabilities, commitments and capital contributions) shall be provided shared by the parties as followson 50:50 basis, it is agreed that: (a) PBL Subject to necessary consents and Melco shall make or cause to be made by their wholly-owned subsidiariesrequirements of relevant Regulatory Authorities being obtained, capital contributions to the parties’ 50:50 economic interest in PBL Macau of respectively, US$240,000,000 (two hundred and forty million United Stated dollars) and US$160,000,000 (one hundred and sixty million United States dollars), which sums shall be applied towards given effect to through their interests in the Purchase Price.Joint Venture; (b) The balance Prior to the grant of the Purchase Price Subconcession, the capital of PBL Macau will be established by PBL as MOP200,000,000 divided into 2,000,000 shares of MOP100 each of which: (i) 200,000 Shares will be classified as “A” Shares and issued to the Managing or Executive Director. The “A” Shares shall carry a right to vote but shall only participate in a right to dividends of PBL Macau up to MOP1 in aggregate and shall only participate in a return of capital of PBL Macau or on a liquidation of PBL Macau up to MOP1 in aggregate and shall otherwise not enjoy any other right of return or economic benefit or rights; (ii) 1,800,000 Shares will be classified “B” Shares enjoying a right to vote and full participation in any dividends and capital distribution and to participate in a liquidation and will enjoy all other economic benefits or rights derived from PBL Macau, which “B” Shares shall be met held by means or issued to PBLSub (with one “B” Share held by a nominee of non-recourse finance arranged by PBL Macau on terms acceptable to both parties but failing the ability to arrange such third party finance on acceptable terms, the balance of the Purchase Price shall be provided to PBL Macau by PBL and Melco in the same proportion as their capital contributions specified in 2.4(a) above. (a) Melco expressly acknowledges that on entering into the Subconcession Agreement as provided in clause 2.1, PBL will be bound to pay the Deposit following execution of the Subconcession Agreement and the balance of the Purchase Price thereunder upon Closing and may be liable to forfeit the Deposit subject to the terms and conditions provided in the Subconcession Agreement. Melco agrees and undertakes to PBL to assume and be responsible for and to pay 40 percent of such Deposit and the balance of the Purchase Price and 40 percent of any other sum or liabilities incurred by PBL in entering into the Subconcession Agreement upon Closing and hereby agrees to indemnify PBL accordingly. Melco agrees promptly after the date of execution of this Memorandum of Agreement and the Subconcession Agreement to fund PBL with 40 percent of the Deposit (being an amount of forty million United States dollars (US$40,000,000)) in order for PBL to pay the Deposit as required by the Subconcession Agreement. This amount so advanced by Melco shall be deemed to be an advance made under Clause 2.4(aPBL). (bc) PBL expressly acknowledges that Melco enters into this Memorandum of Agreement on the basis and understanding that PBL will carry out its obligations and liabilities under the Subconcession Agreement in accordance with its terms. PBL hereby indemnifies Melco against any failure by it to carry out its obligations and/or liabilities aforesaid. PBL agrees and undertakes to Melco to assume and be responsible for and to pay 60 per cent of the Deposit and the Purchase Price and 60 per cent of any other sum or liabilities that may be incurred in entering into the Sub-Concession Agreement and hereby agrees to indemnify Melco accordingly. 2.6 The parties’ respective capital contributions to PBL Macau shall be made by the subscription for shares or by way of interest free subordinated loans and will be paid at the same time and from time to time as shall be required by the Subconcession Agreement or by the terms of the Subconcession. 2.7 Melco’s initial capital contribution of US$160,000,000 (one hundred and sixty million United States dollars) shall be made by way of subordinated interest free loan and not by the subscription of shares. 2.8 Subject to any required approvals of Conditional upon the Government of Macau SAR or other terms and conditions of granting the Subconcession to PBL Macau and following Closing giving its required consent for Melco and its affiliates to take up an interest in PBL Macau through the grant of Joint Venture, the Subconcession and the same coming into force and effect, Melco shall have the right and PBL shall have the right to require Melco upon the giving of 5 Business Days notice, to convert its loan capital contribution into shares of PBL Macau by the subscription of new shares of PBL Macau will be increased to 1,000,000,000 MOP divided into 2,800,000 “A” Shares and 7,200,000 “B” Shares, with the intent that each of the equity capital existing issued “B” Shares held by PBLSub (and the loan capital (if anyits nominee) of PBL Macau is owned reclassified as to 60% by PBL or its subsidiary and as to 40% “A” Shares. The “B” Shares shall be subscribed for by Melco or its subsidiary. 2.9 The right of Melco PBL International in the manner referred to require the issue of shares in PBL Macau to it below. Additional “A” Shares shall be subject issued to any the Managing or Executive Director in order to maintain the Managing or Executive Director’s required approvals of 10% interest in the Government of Macau SAR or other terms and conditions of the Subconcession. In the event that the Government of Macau SAR shall refuse to give its approval to Melco to subscribe for a total of 40% of issued shares share capital of PBL Macau, then, unless so establishing the shareholdings of PBL Macau as: Managing or Executive Director - 10% (1,000,000 Class “A” Shares) PBL Asia - 18% (1,800,000 Class “A” Shares) Melco PBL International - 72% (7,200,000 Class “B” Shares). (d) Clause 3.1(a) and clause 4 of the Memorandum are amended as far as necessary to give effect to the Supplemental Agreement of the parties agree on other arrangements, Melco’s capital contribution to PBL Macau shall remain set out in the form of loan capital until such time as the consent of the Government of Macau SAR is obtained but the parties shall adjust the term of such loans and their arrangements to ensure that Melco will share the risks, liabilities, commitments, capital contributions and economic values and benefits of the projects and business in Macau on a 50:50 basisthis clause 2.2. 2.10 At the same time as Melco becoming a holder of 40% of issued shares of PBL Macau, PBL and Melco shall: (a) enter into a shareholders’ agreement which will reflect:- (i) the principle that material dealings of or under the Subconcession shall be subject to the unanimous approval of the board of PBL Macau; (ii) Melco and PBL will share the risks, liabilities, commitments, capital contributions and economic values and benefits of the projects and business in Macau on a 50:50 basis; and (b) revise the Deed to reflect the agreement that all Gaming Ventures in the Territory outside the Macau SAR shall be owned and carried out on a 50:50 basis.