FOURTH AMENDMENT AND RESTATEMENT AGREEMENT

FOURTH AMENDMENT AND RESTATEMENT AGREEMENT

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Table of Contents

Exhibit 10.1

Dated 9 February 2022

MARINA BAY SANDS PTE. LTD.

as Borrower

DBS BANK LTD.

acting as Agent

and

DBS BANK LTD.

acting as Security Trustee

FOURTH AMENDMENT AND RESTATEMENT AGREEMENT

(relating to the S$5,100,000,000 Facility Agreement originally dated 25 June 2012, as amended by an Amendment Agreement dated 20 November 2013, amended and restated by an Amendment and Restatement Agreement dated 29 August 2014, further amended and restated by a Second Amendment and Restatement Agreement dated 14 March 2018, amended by an Amendment Letter dated 25 March 2019, further amended and restated by a Third Amendment and Restatement Agreement dated 30 August 2019, further amended by a Second Amendment Letter dated 18 June 2020 and further amended by a Third Amendment Letter dated 7 September 2021)

Xxxxx & Xxxxxxxx LLP

Xxx Xxxxxx Xxxxxxxxx #00-00 Xxxxxxxxx 000000

Tel: x00 0000 0000 | Fax x00 0000 0000

xxxxxxxxxxxxxxxx.xxx

TABLE OF CONTENTS


Contents		Page

1.	Definitions and Interpretation	2

2.	Amendment and Restatement	3

3.	Fourth Effective Date	3

4.	Confirmation	4

5.	Representations	4

6.	Incorporation of Terms	4

7.	Notices	4

8.	Counterparts	4

9.	Governing Law	5

Schedule 1 The Original Parties		6

Schedule 2 Conditions Precedent		11

Schedule 3 Form of Amended and Restated Facility Agreement		12

This Agreement is dated 9 February 2022 and made between:

(1)

MARINA BAY SANDS PTE. LTD., registration number 200507292R, as borrower (the “Borrower”);

(2)

DBS BANK LTD., as agent of the other Finance Parties (the “Agent”); and

(3)

DBS BANK LTD., as security trustee for the Secured Parties (the “Security Trustee”),

and is supplemental to a S$5,100,000,000 facility agreement originally dated 25 June 2012 (as amended by an Amendment Agreement dated 20 November 2013, amended and restated by an Amendment and Restatement Agreement dated 29 August 2014, further amended and restated by a Second Amendment and Restatement Agreement dated 14 March 2018, amended by an Amendment Letter dated 25 March 2019, further amended and restated by a Third Amendment and Restatement Agreement dated 30 August 2019, further amended by a Second Amendment Letter dated 18 June 2020 and further amended by a Third Amendment Letter dated 7 September 2021) (the “Original Facility Agreement”) made between (a) the Borrower, as borrower, (b) the Mandated Lead Arranger (as defined therein), as mandated lead arrangers, (c) the Global Coordinator (as defined therein), as global coordinators, (d) the Original Lenders (as defined therein), as original lenders, (e) the Agent, as agent and (f) the Security Trustee, as security trustee.

Background

(A)

Pursuant to the Original Facility Agreement, the Lenders (as defined therein) agreed to grant to the Borrower loan facilities of up to S$5,100,000,000, upon the terms and subject to the conditions of the Original Facility Agreement. The financial institutions which are Lenders as at the date of this Agreement are listed in Parts II, III and IV of Schedule 1 (The Original Parties).

(B)

It has been agreed by the relevant parties to the Original Facility Agreement, on the terms and subject to the conditions set out in this Agreement, to amend and restate the Original Facility Agreement in the manner set out in this Agreement.

(C)

As at the date of this Agreement, the principal amount outstanding for the Loans under the Original Facility Agreement are as set out in the table below:

Principal amount
outstanding for
Facility A Loans

Principal amount
outstanding for

Facility B Loans

Principal amount
outstanding for

Facility D Loans

Total principal
amount outstanding

for the Loans

S$3,983,352,750.00

S$156,997,000.00

S$62,300,000.00

S$4,202,649,750.00

It is agreed as follows:

1.	Definitions and Interpretation

1.1

Definitions

Unless otherwise defined or construed in this Agreement and except where the context otherwise requires, all terms and references used in the Original Facility Agreement shall have the same meaning and construction in this Agreement and, in addition:

“Amended Facility Agreement” means the Original Facility Agreement, as amended and restated on the terms of Schedule 3 (Form of Amended and Restated Facility Agreement).

“Fourth Effective Date” has the meaning given to it in Clause 3 (Fourth Effective Date).

“Intercreditor Agreement” means the intercreditor agreement originally dated 28 June 2012 (as amended and restated by an 2014 Intercreditor Agreement Amendment and Restatement Agreement, the 2018 Second Intercreditor Agreement Amendment and Restatement Agreement and the 2019 Third Intercreditor Agreement Amendment and Restatement Agreement, each made between (a) the Borrower, as borrower, (b) the financial institutions and others listed in Schedule 1 thereto, as Original Senior Lenders (as defined therein), (c) the Agent, as agent and (d) the Security Trustee, as security trustee).

“Party” means a party to this Agreement.

“Second Amendment Letter” has the meaning given to it in the Amended Facility Agreement.

“Third Amendment Letter” has the meaning given to it in the Amended Facility Agreement.

1.2

Construction

(a)	Any reference in this Agreement to the “Original Facility Agreement” is a reference to the Original Facility Agreement as amended, novated, supplemented, extended, restated (however fundamentally and whether or not more onerously) or replaced before the date of this Agreement.

(b)	The principles of construction set out in Clause 1.2 (Construction) of the Original Facility Agreement shall have effect as if set out in this Agreement.

1.3

Third Party Rights

(a)	Other than the Finance Parties or unless expressly provided to the contrary in this Agreement, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Xxx 0000 of Singapore to enforce or to enjoy the benefit of any term of this Agreement.

(b)	Notwithstanding any term of this Agreement, the consent of any third party is not required for any variation (including any release or compromise of any liability under) or termination of this Agreement.

1.4

Designation

In accordance with the Original Facility Agreement, the Borrower and the Agent designate this Agreement as a Finance Document.

2.	Amendment and Restatement

The Parties agree that, with effect on and from the Fourth Effective Date the Original Facility Agreement shall be amended and restated in its entirety in the form of Schedule 3 (Form of Amended and Restated Facility Agreement) so that the rights and obligations under the Original Facility Agreement of the parties thereto shall, on and after the Fourth Effective Date, be governed by, and construed in accordance with, the terms of the Amended Facility Agreement.

3.	Fourth Effective Date

3.1

Conditions Precedent

Subject to Clause 3.2 (Failure to satisfy Conditions Precedent) and Clause 3.3 (Rights of the Finance Parties), the amendment and restatement of the Original Facility Agreement in accordance with Clause 2 (Amendment and Restatement) shall take effect on and from the date (the “Fourth Effective Date”) that the Agent has received all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

3.2

Failure to satisfy Conditions Precedent

If the Agent has not received all the documents and evidence referred to in Clause 3.1 (Conditions Precedent) on or before 31 March 2022 (or such later date as the Lenders may agree in writing):

(a)

the Agent shall promptly notify the Lenders upon the occurrence of such event; and

(b)

the amendment and restatement pursuant to Clause 2 (Amendment and Restatement) shall not occur.

3.3

Rights of the Finance Parties

Upon termination of this Agreement under Clause 3.2 (Failure to satisfy Conditions Precedent), the outstanding indebtedness under the Original Facility Agreement shall remain governed by and be payable in accordance with the provisions of the Original Facility Agreement.

4.	Confirmation

The Borrower hereby represents, warrants and confirms to the Agent (as agent of the other Finance Parties) on the date hereof and on the Fourth Effective Date that:

(a)

the Security created by the Security Documents extends to the liabilities and obligations of the Obligors under the Original Facility Agreement (as amended and restated pursuant to this Agreement), the Intercreditor Agreement and this Agreement, and that the obligations of the Obligors arising under or in connection with the Amended Facility Agreement, the Intercreditor Agreement, this Agreement and the Security Documents constitute obligations secured under the Security Documents; and

(b)

the Security created or conferred under the Security Documents to which it is a party continue in full force and effect on the terms of the respective Security Documents.

5.	Representations

On the date of this Agreement, the Borrower makes the Repeating Representations of the Original Facility Agreement, by reference to the facts and circumstances then existing, but as if references in the Repeating Representations of the Original Facility Agreement to “the Transaction Documents” includes this Agreement and the Amended Facility Agreement.

6.	Incorporation of Terms

The provisions of Clause 32 (Notices), Clause 34 (Partial invalidity), Clause 35 (Remedies and waivers) and Clause 39 (Enforcement) of the Original Facility Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to “this Agreement” are references to this Agreement.

7.	Notices

For the purpose of Clause 32 (Notices) of the Amended Facility Agreement, the address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of the Borrower, the Agent and the Security Trustee for any communication or document to be made or delivered under or in connection with the Amended Facility Agreement are that identified with its name below.

8.	Counterparts

(a)	This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

(b)	Each counterpart of this Agreement shall constitute an original of this Agreement and may be signed and executed by the Parties and transmitted by facsimile transmission or other electronic transmission (including Portable Document Format) and shall be as valid and

effectual as if executed as an original, but all counterparts shall constitute one and the same instrument. The Borrower shall deliver its original counterpart to the Agent as soon as practicable.

9.	Governing Law

This Agreement is governed by Singapore law.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

Schedule 1

The Original Parties

Part I

The Mandated Lead Arrangers


1.		DBS Bank Ltd.

2.		United Overseas Bank Limited

3.		Malayan Banking Berhad, Singapore Branch

4.		Oversea-Chinese Banking Corporation Limited

5.		Bank of China Limited, Singapore Branch

6.		Mizuho Bank, Ltd.

7.		Sumitomo Mitsui Banking Corporation, Singapore Branch

8.		Bank of America, N.A.

9.		BNP Xxxxxxx

00.		Deutsche Bank AG, Singapore Branch

11.		Standard Chartered Bank (Singapore) Limited

12.		MUFG Bank, Ltd.

13.		Industrial and Commercial Bank of China Limited, Singapore Branch

14.		BNS Asia Limited

Part II

The Facility A Lenders


Name of Original Facility A Lender		Facility A Commitment

1. DBS Bank Ltd.		S$660,171,576.95

2. United Overseas Bank Limited		S$822,510,301.75

3. Malayan Banking Berhad, Singapore Branch		S$496,934,595.38

4. Oversea-Chinese Banking Corporation Limited		S$709,166,551.75

5. Standard Chartered Bank (Singapore) Limited		S$294,851,120.07

6. Sumitomo Mitsui Banking Corporation, Singapore Branch		S$197,776,413.69

7. CIMB Bank Berhad, Singapore Branch		S$168,041,009.15

8. Hong Xxxxx Finance Limited		S$171,406,224.88

9. Bank of China Limited, Singapore Branch		S$122,463,706.38

10. Mizuho Bank, Ltd.		S$122,411,250.00

11. The Bank of East Asia, Limited, Singapore Branch		S$87,048,000.00

12. Bank of America, N.A.		S$87,048,000.00

13. RHB Bank Berhad		S$78,887,250.00

14. Xxxxx Xxx Commercial Bank, Ltd., Singapore Branch		S$21,762,000.00

15. Land Bank of Taiwan, Singapore Branch		S$21,762,000.00

16. BNP Paribas, acting through its Singapore branch		S$18,135,000.00

17. KEB Hana Bank Singapore Branch		S$18,135,000.00

18. Bank of Taiwan, Singapore Branch		S$18,135,000.00

19. First Commercial Bank, Ltd., Singapore Branch		S$18,135,000.00

20. Xxx Xxx Commercial Bank, Ltd., Singapore Branch		S$18,135,000.00

21. Mega International Commercial Bank Co., Ltd., Singapore Branch		S$18,135,000.00

Part III

The Facility B Lenders


Name of Original Facility B Lender		Facility B Commitment

1. DBS Bank Ltd.		S$152,652,893.00

2. United Overseas Bank Limited		S$152,652,893.00

3. Malayan Banking Berhad, Singapore Branch		S$137,710,744.00

4. Oversea-Chinese Banking Corporation Limited		S$152,652,893.00

5. Standard Chartered Bank (Singapore) Limited		S$44,826,446.00

6. Sumitomo Mitsui Banking Corporation, Singapore Branch		S$29,884,297.00

7. CIMB Bank Berhad, Singapore Branch		S$18,677,685.00

8. Bank of China Limited, Singapore Branch		S$14,942,149.00

9. Xxxxx Xxx Commercial Bank, Ltd., Singapore Branch		S$12,000,000.00

10. Barclays Bank PLC, Singapore Branch		S$34,000,000.00

Part IV

The Facility D Lenders


Name of Original Facility D Lender		Facility D Commitment

1. DBS Bank Ltd.		S$522,500,000.00

2. United Overseas Bank Limited		S$522,500,000.00

3. Malayan Banking Berhad, Singapore Branch		S$500,000,000.00

4. Oversea-Chinese Banking Corporation Limited		S$500,000,000.00

5. Bank of China Limited, Singapore Branch		S$200,000,000.00

6. Mizuho Bank, Ltd.		S$180,000,000.00

7. Sumitomo Mitsui Banking Corporation, Singapore Branch		S$180,000,000.00

8. Bank of America, N.A.		S$90,000,000.00

9. BNP Paribas, acting through its Singapore branch		S$125,000,000.00

10. Deutsche Bank AG, Singapore Branch		S$125,000,000.00

11. Standard Chartered Bank (Singapore) Limited		S$125,000,000.00

12. MUFG Bank, Ltd.		S$120,000,000.00

13. Industrial and Commercial Bank of China Limited, Singapore Branch		S$150,000,000.00

14. BNS Asia Limited		S$100,000,000.00

15. Hong Xxxxx Finance Limited		S$60,000,000.00

16. CIMB Bank Berhad, Singapore Branch		S$50,000,000.00

17. RHB Bank Berhad		S$35,000,000.00

18. The Bank of East Asia, Limited, Singapore Branch		S$35,000,000.00

19. CTBC Bank Co., Ltd.		S$15,000,000.00

20. Shanghai Pudong Development Bank Co., Ltd. Singapore Branch		S$15,000,000.00

21. Bangkok Bank Public Company Limited, Singapore Branch		S$12,000,000.00



22. Crédit Industriel et Commercial, Singapore Branch		S$12,000,000.00

23. Bank of Communications Co., Ltd Singapore Branch		S$11,000,000.00

24. Xxxxx Xxx Commercial Bank, Ltd., Singapore Branch		S$8,000,000.00

25. E. Sun Commercial Bank, Ltd., Singapore Branch		S$8,000,000.00

26. The Korea Development Bank, Singapore Branch		S$7,000,000.00

27. Bank of Taiwan, Singapore Branch		S$5,000,000.00

28. Xxx Xxx Commercial Bank, Ltd., Singapore Branch		S$5,000,000.00

29. KEB Hana Bank Singapore Branch		S$5,000,000.00

30. Land Bank of Taiwan, Singapore Branch		S$5,000,000.00

31. Mega International Commercial Bank Co., Ltd., Singapore Branch		S$5,000,000.00

32. The Shanghai Commercial & Savings Bank, Ltd. Singapore Branch		S$5,000,000.00

33. Eastspring Investments SICAV-FIS-Asia Pacific Loan Fund		S$12,000,000.00

Schedule 2

Conditions Precedent

1.	The Borrower

(a)	A certificate of an authorised signatory of the Borrower, certifying that the constitutional documents delivered to the Agent have not been amended and remain in full force and effect.

(b)	An extract of the resolutions of the board of directors or equivalent body of the Borrower:

(i)

approving the terms of, and the transactions contemplated by this Agreement and resolving that it executes this Agreement;

(ii)

authorising a specified person or persons to execute this Agreement on its behalf; and

(iii)

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this Agreement.

(c)	A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

(d)	A certificate from the Borrower (signed by a director or a chief financial officer) confirming that borrowing the Total Commitments (as defined in the Amended Facility Agreement) would not cause any borrowing or similar limit binding on it to be exceeded.

(e)	A certificate of an authorised signatory of the Borrower certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

2.	Finance Document

A copy of this Agreement, duly executed by the parties to it.

3.	Legal Opinion

A legal opinion of Xxxxx & Xxxxxxxx LLP, legal advisers to the Arranger and the Agent in Singapore, substantially in the form distributed to the Lenders prior to signing this Agreement.

Schedule 3

Form of Amended and Restated Facility Agreement

IN WITNESS WHEREOF this Agreement has been entered into on the date stated at the beginning.

The Borrower

MARINA BAY SANDS PTE. LTD.


Address:		00 Xxxxxxxx Xxxxxx

		Xxxxxxxxx 000000

Fax No:		x00 0000 0000

Attention:		Xxxxx Xxx / Xxx Xxxx

The Agent


DBS BANK LTD.

Address:		0 Xxxxxx Xxxxxxxx Xxxx Xxxxxxxx,
		DBS Xxxx Xxx Xxxxx X, #00-00
		Xxxxxxxxx 000000

Fax No:		x00 0000 0000

Attention:		T&O – IBG Ops – Loan Agency


By	:	/s/ XXXX XXX

Name	:	Xxxx Xxx

Title	:	Executive Director

		GTS-Fiduciary Services

By	:	/s/ XXXXXX TOH

Name	:	Xxxxxx Toh

Title	:	Vice President

		GTS – Securities & Fiduciary Services


The Security Trustee

DBS BANK LTD.

Address:		0 Xxxxxx Xxxxxxxx Xxxx Xxxxxxxx,
		DBS Xxxx Xxx Xxxxx X, #00-00
		Xxxxxxxxx 000000

Fax No:		x00 0000 0000

Attention:		T&O – IBG Ops – Loan Agency


By	:	/s/ XXXX XXX

Name	:	Xxxx Xxx

Title	:	Executive Director

		GTS-Fiduciary Services

By	:	/s/ XXXXXX TOH

Name	:	Xxxxxx Toh

Title	:	Vice President

		GTS – Securities & Fiduciary Services

Originally dated 25 June 2012

(as amended by an Amendment Agreement dated 20 November 2013, amended and restated by an Amendment and Restatement Agreement dated 29 August 2014, further amended and restated by a Second Amendment and Restatement Agreement dated 14 March 2018, amended by an Amendment Letter dated 25 March 2019, further amended and restated by a Third Amendment and Restatement Agreement dated 30 August 2019, further amended by a Second Amendment Letter dated 18 June 2020, further amended by a Third Amendment Letter dated 7 September 2021 and as further amended and restated as of the Fourth Effective Date)

MARINA BAY SANDS PTE. LTD.

as Borrower

arranged by

THE FINANCIAL INSTITUTIONS AND OTHERS NAMED IN THIS AGREEMENT

as Mandated Lead Arrangers

coordinated by

DBS BANK LTD.

OVERSEA-CHINESE BANKING CORPORATION LIMITED

UNITED OVERSEAS BANK LIMITED

MALAYAN BANKING BERHAD, SINGAPORE BRANCH

as Global Coordinators

with

DBS BANK LTD.

acting as Agent

and

DBS BANK LTD.

acting as Security Trustee

S$8,671,050,000

FOURTH AMENDED AND RESTATED FACILITY

AGREEMENT

Xxxxx & Xxxxxxxx LLP

Xxx Xxxxxx Xxxxxxxxx #00-00 Xxxxxxxxx 000000

Tel: x00 0000 0000 | Fax x00 0000 0000

xxxxxxxxxxxxxxxx.xxx

TABLE OF CONTENTS


Contents		Page

1.	Definitions and Interpretation	1

2.	The Facilities	73

3.	Purpose	79

4.	Conditions of Utilisation	80

5.	Utilisation – Loans	82

6.	Ancillary Facilities	84

7.	Repayment	87

8.	Prepayment and cancellation	91

9.	Xxxxxxxx	000

0X.	Rate Switch	103

10.	Interest Periods	104

11.	Changes to the calculation of interest	107

12.	Fees	110

13.	Tax gross-up and indemnities	112

14.	Increased costs	116

15.	Mitigation by the Lenders	117

16.	Other indemnities	118

17.	Costs and expenses	120

18.	Guarantee and indemnity	121

19.	Representations	125

20.	Information undertakings	131

21.	Financial covenants	138

22.	General undertakings	143

23.	Events of Default	171


24.	Changes to the Lenders	177

25.	Debt Purchase Transactions	181

26.	Changes to the Obligors	183

27.	Disclosure of information	184

27A.	Personal Data Protection Act	186

28.	Role of the Administrative Parties	187

29.	Sharing among the Finance Parties	194

30.	Payment mechanics	196

31.	Set-off	199

32.	Notices	199

33.	Calculations and certificates	202

34.	Partial invalidity	203

35.	Remedies and waivers	203

36.	Amendments and waivers	203

37.	Counterparts	208

38.	Governing law	209

39.	Enforcement	209

40.	Certain Matters Affecting Lenders	209

41.	Gaming Authorities	210

Schedule 1 The Original Parties		211

Schedule 2 Conditions		216

Schedule 3 Requests		219

Schedule 4 Form of Transfer Certificate		225

Schedule 5 Form of Compliance Certificate		229

Schedule 6 Form of Guarantor Accession Letter		230

Schedule 7 Form of Lender Increase Confirmation		232


Schedule 8 Properties			235

Schedule 9 Repayment Schedule			236

Schedule 10 Timetables			239

Schedule 11 Form of Subordination Agreement			241

Schedule 12 Existing Indebtedness			249

Schedule 13 Compounded Rate Terms			250

Schedule 14 Cumulative Compounded RFR Rate (Without Observation Shift)			253

iii

THIS AGREEMENT is originally dated 25 June 2012, is amended by an Amendment Agreement dated 20 November 2013, is amended and restated by an Amendment and Restatement Agreement dated 29 August 2014, is further amended and restated by a Second Amendment and Restatement Agreement dated 14 March 2018, is amended by an Amendment Letter dated 25 March 2019, is further amended and restated by a Third Amendment and Restatement Agreement dated 30 August 2019, is further amended by a Second Amendment Letter dated 18 June 2020, is further amended by a Third Amendment Letter dated 7 September 2021 and is further amended and restated as of the Fourth Effective Date and made between:

(1)

MARINA BAY SANDS PTE. LTD., registration number 200507292R (the “Borrower”);

(2)

THE FINANCIAL INSTITUTIONS AND OTHERS listed in Part I of Schedule 1 (The Original Parties) as mandated lead arrangers (whether acting individually or together, the “Mandated Lead Arranger”);

(3)

DBS BANK LTD., OVERSEA-CHINESE BANKING CORPORATION LIMITED, UNITED OVERSEAS BANK LIMITED and MALAYAN BANKING BERHAD, SINGAPORE BRANCH, as global coordinators (whether acting individually or together, the “Global Coordinator”, and together with the Mandated Lead Arranger whether acting individually or together, the “Arranger”);

(4)

THE FINANCIAL INSTITUTIONS AND OTHERS listed in Parts II, III and IV of Schedule 1 (The Original Parties) as lenders (the “Original Lenders”);

(5)

DBS BANK LTD., as agent of the other Finance Parties (the “Agent”); and

(6)

DBS BANK LTD., as security trustee for the Secured Parties (the “Security Trustee”).

IT IS AGREED as follows:

1.	Definitions and Interpretation

1.1

Definitions

In this Agreement:

“2014 Intercreditor Agreement Amendment and Restatement Agreement” means the amendment and restatement agreement dated 29 August 2014 and made between the Security Trustee, the Borrower and the Agent, in relation to the Intercreditor Agreement.

“2014 Supplemental Assignment of Insurances” means a supplemental assignment of insurances security document dated 29 August 2014 and made between the Borrower and the Security Trustee, in relation to the Assignment of Insurances.

“2014 Supplemental Assignment of Proceeds” means a supplemental assignment of proceeds security document dated 29 August 2014 and made between the Borrower and the Security Trustee, in relation to the Assignment of Proceeds.

“2014 Supplemental Debenture” means a supplemental fixed and floating charge security document dated 29 August 2014 and made between the Borrower and the Security Trustee, in relation to the Debenture.

“2014 Supplemental Security Documents” means the 2014 Supplemental Assignment of Insurances, the 2014 Supplemental Assignment of Proceeds, the 2014 Supplemental Debenture and the 2014 Intercreditor Agreement Amendment and Restatement Agreement.

“2018 Second Intercreditor Agreement Amendment and Restatement Agreement” means the second intercreditor agreement amendment and restatement agreement dated 14 March 2018 and made between the Borrower, the Agent and the Security Trustee, in relation to the Intercreditor Agreement.

“2019 Supplemental Assignment of Insurances” means a supplemental assignment of insurances security document dated 30 August 2019 between the Borrower and the Security Trustee, in relation to the Assignment of Insurances.

“2019 Supplemental Assignment of Proceeds” means a supplemental assignment of proceeds security document dated 30 August 2019 between the Borrower and the Security Trustee, in relation to the Assignment of Proceeds.

“2019 Supplemental Debenture” means a supplemental fixed and floating charge security document dated 30 August 2019 between the Borrower and the Security Trustee, in relation to the Debenture.

“2019 Supplemental Mortgage (Original Property)” means a supplemental mortgage of the Original Property dated 30 August 2019 between the Borrower and the Security Trustee, in relation to the Mortgage (Original Property).

“2019 Supplemental Security Documents” means the 2019 Supplemental Assignment of Insurances, the 2019 Supplemental Assignment of Proceeds, the 2019 Supplemental Debenture, the 2019 Supplemental Mortgage (Original Property) and the 2019 Third Intercreditor Agreement Amendment and Restatement Agreement.

“2019 Third Intercreditor Agreement Amendment and Restatement Agreement” means the third intercreditor agreement amendment and restatement agreement dated 30 August 2019 and made between the Borrower, the Lenders, the Agent and the Security Trustee, in relation to the Intercreditor Agreement.

“Acceleration Date” means the date (if any) on which the Agent gives a notice under paragraph (a) of Clause 23.17 (Acceleration).

“Accordion Period” means the period from and including the original date of this Agreement to and including the date which is six Months before the Facility A Termination Date.

“Account” has the meaning given to it in Clause 22.10 (Accounts).

“Accounting Month” means each period of approximately 30 days ending on the last day of each calendar month adopted by the Borrower for the purpose of its financial reporting in any financial year of the Borrower.

“Accounting Quarter” means each period of three Accounting Months ending on or about 31 March, 30 June, 30 September and 31 December.

“Additional Business Day” means any day specified as such in the applicable Compounded Rate Terms.

“Adjusted Cumulative Consolidated Net Income” means, in relation to any Relevant Date, the Consolidated Net Income of the Borrower Group from the original date of this Agreement to that Relevant Date, less (without double counting) all distributions made by the Borrower to its shareholders or members over the same period pursuant to paragraph (d)(ii) of Clause 22.13 (Restricted payments).

“Administrative Party” means each of the Agent, the Arranger and the Security Trustee.

“Administrator” means ABS Benchmarks Administration Co Pte. Ltd. (or its successor as administrator or sponsor of the relevant rate).

“Affiliate” as applied to any person, means any other person directly or indirectly controlling, controlled by, or under direct or indirect common control with, that person and, for this purpose, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that person, whether through the ownership of voting securities or by contract or otherwise; provided that so long as no other person or group or persons beneficially owns a majority of voting securities of such person, the beneficial owner of 20 per cent. or more of the voting securities of a person shall be deemed to have control.

“Agreed Form” means, in relation to a document, that:

(a)

it is in a form initialled by or on behalf of the Borrower and the Agent on or before the signing of this Agreement for the purposes of identification; or

(b)

if not falling within sub-paragraph (a) above, it is in form and substance satisfactory to the Agent (acting reasonably) and initialled by or on behalf of the Borrower and the Agent for the purposes of identification.

“Agreement for Lease” means an agreement to grant an Occupational Lease.

“Aircraft/Watercraft” means aircraft and/or watercraft acquired by an Affiliate of the Borrower and to be utilised in connection with the operation of the Integrated Resorts.

“Amendment Agreement” means the amendment agreement dated 20 November 2013 and made between the Borrower and the Agent, in relation to this Agreement.

“Amendment and Restatement Agreement” means the amendment and restatement agreement dated 29 August 2014 and made between the Borrower and the Agent, in relation to this Agreement.

“Amendment Letter” means the amendment letter dated 25 March 2019 and made between the Borrower and the Agent, in relation to this Agreement.

“Ancillary Commitment” means, in relation to an Ancillary Lender, the maximum amount (expressed in Singapore Dollars) from time to time agreed (whether or not subject to satisfaction of conditions precedent and whether or not utilised) to be made available by that Ancillary Lender under an Ancillary Facility and authorised under Clause 6 (Ancillary Facilities), to the extent not cancelled or reduced under this Agreement or the Ancillary Facility Documents relating to that Ancillary Facility.

“Ancillary Facility” means an ancillary facility made available by an Ancillary Lender in accordance with Clause 6 (Ancillary Facilities).

“Ancillary Facility Document” means:

(a)

a document setting out the terms of an Ancillary Facility; and

(b)

the Ancillary Facility Letter.

“Ancillary Facility Letter” means a letter or letters dated on or about the Third Effective Date between the Borrower and the Designated Facility B Lenders, setting out the maximum rates of interest, fees and commissions that they will respectively charge in respect of any Ancillary Facilities provided by them.

“Ancillary Facility Request” means a notice substantially in the form set out in Part III of Schedule 3 (Requests).

“Ancillary Lender” means a Designated Facility B Lender which makes available an Ancillary Facility in accordance with Clause 6 (Ancillary Facilities).

“Ancillary Outstandings” means, at any time and in relation to an Ancillary Facility, the aggregate (calculated in the Base Currency) of the following amounts outstanding at that time under that Ancillary Facility:

(a)

the principal amount under each overdraft facility under that Ancillary Facility;

(b)

the face amount of each guarantee, bond, trust receipt and letter of credit issued under that Ancillary Facility; and

(c)

in relation to any other Ancillary Facility, such other amount as fairly represents the aggregate exposure of the Ancillary Lender under that Ancillary Facility,

in each case determined by the relevant Ancillary Lender in accordance with its usual practice at that time for calculating its exposure under similar facilities or transactions (acting reasonably and after consultation with the Agent).

For the purposes of this definition:

(i)

in relation to any utilisation denominated in the Base Currency, the amount of that utilisation (determined as described in paragraphs (a) and (b) above) shall be used; and

(ii)

in relation to any utilisation not denominated in the Base Currency, the equivalent (calculated as specified in the relevant Ancillary Facility Document or, if not so specified, as the relevant Ancillary Lender may specify, in each case in accordance with its usual practice at that time for calculating that equivalent (acting reasonably and after consultation with the Agent)) in the Base Currency of the amount of that utilisation (determined as described in paragraphs (a) and (b) above) shall be used.

“Anti-Corruption Laws” means the Xxxxxxx Xxx 0000 of the United Kingdom, the United States Foreign Corrupt Practices Act of 1977 and any similar laws, rules or regulations issued, administered or enforced by Singapore, the United States of America or any other jurisdiction.

“Anti-Money Laundering Laws” means the applicable financial record keeping and reporting requirements and the money laundering statutes in Singapore and each jurisdiction in which the Borrower and any of its Subsidiaries conducts business or operations, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Agency or proceeding by or before any court or Governmental Agency.

“Approved Insurance Consultant” means Xxxxxx (Singapore) Pte. Ltd. and such other persons as are selected by the Borrower from time to time after the original date of this Agreement, so long as such other persons are, in the reasonable judgment of the Agent, capable of performing any insurance assessment function in relation to the Properties.

“Approved Valuers” means CBRE Pte. Ltd. and such other reputable persons as are selected by the Borrower from time to time after the original date of this Agreement, so long as such other persons are, in the reasonable judgment of the Agent, capable of performing any valuation required under this Agreement.

“Assignment of Development Agreement (Expansion Property)” means an assignment of the Development Agreement (Expansion Property) security document dated 30 August 2019 between the Borrower and the Security Trustee, approved by the Head Lessor.

“Assignment of Insurances” means an assignment of Insurances security document dated 28 June 2012 between the Borrower and the Security Trustee, as amended and supplemented by the 2014 Supplemental Assignment of Insurances and further amended and supplemented by the 2019 Supplemental Assignment of Insurances.

“Assignment of Proceeds” means an assignment of, inter alia, the Integrated Resorts Revenues security document dated 28 June 2012 between the Borrower and the Security Trustee, as amended and supplemented by the 2014 Supplemental Assignment of Proceeds and further amended and supplemented by the 2019 Supplemental Assignment of Proceeds.

“Assignment of Project Documents” means an assignment of the Material Project Documents security document dated 30 August 2019 between the Borrower and the Security Trustee.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or registration.

“Availability Period” means:

(a)

in relation to Facility A, the period from and including the original date of this Agreement to and including the date which is 30 days after the original date of this Agreement;

(b)

in relation to Facility B, the period from and including the original date of this Agreement to and including the date which is one Month before the Facility B Termination Date;

(c)

in relation to any increase in Facility C after the original date of this Agreement in accordance with Clause 2.3 (Accordion Feature – Increase in Facility C), the period from and including its Establishment Date to and including the date which is 60 days after that date; and

(d)

in relation to Facility D, the period from and including the Third Effective Date to and including 30 December 2024.

“Available Ancillary Commitment” means, in relation to an Ancillary Facility, an Ancillary Lender’s Ancillary Commitment under that Ancillary Facility minus the amount of Ancillary Outstandings under that Ancillary Facility.

“Available Ancillary Facilities” means the aggregate for the time being of each Ancillary Lender’s Available Ancillary Commitments.

“Available Commitment” means, in relation to a Facility, a Lender’s Commitment under that Facility minus:

(a)

the amount of its participation in any outstanding Loans under that Facility; and

(b)

in relation to any proposed Loan, the amount of its participation in any Loans that are due to be made under that Facility on or before the proposed Utilisation Date,

other than, in relation to any proposed Facility B Loan only, that Lender’s participation in any Facility B Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date.

“Available Facility” means, in relation to a Facility, the aggregate for the time being of each Lender’s Available Commitment in respect of that Facility.

“Backstop Rate Switch Date” means the date (if any) specified as such in the applicable Compounded Rate Terms, or any other date agreed as such between the Borrower, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders).

“Bank SBLC” has the meaning given to it in Clause 21.5 (Financial definitions).

“Base Currency” means Singapore Dollars.

“Borrower Group” means the Borrower and its Restricted Subsidiaries for the time being (but excluding, for the avoidance of doubt, any Excluded Subsidiary).

“Borrower Group Subordinated Guarantee” means a Guarantee issued by a member of the Borrower Group:

(a)

in respect of any HoldCo Subordinated Debt; and

(b)

which is subordinated to all amounts which may be or become payable to the Finance Parties under the Finance Documents by way of a Subordination Agreement.

“Borrower Offshore Collection Account Security Document” means the Borrower Offshore Collection Account Security Document (Hong Kong), the Borrower Offshore Collection Account Security Document (Macau) and each other security document (other than the Debenture) executed by the Borrower as Security over an Offshore Collection Account required to be charged in favour of the Security Trustee in accordance with Clause 22.10 (Accounts).

“Borrower Offshore Collection Account Security Document (Hong Kong)” means the charge over the Borrower’s Offshore Collection Account opened and maintained in Hong Kong dated 3 January 2013 between the Borrower and the Security Trustee.

“Borrower Offshore Collection Account Security Document (Macau)” means the pledge over the Borrower’s Offshore Collection Account opened and maintained in Macau dated 3 January 2013 between the Borrower and the Security Trustee.

“Borrower’s Costs” means all costs, expenses and fees (without double counting) properly incurred by the Borrower, any Restricted Subsidiary or any Affiliate in connection with the implementation and operation of the Expansion Project, including, without limitation:

(a)

all costs, expenses and fees of the legal, technical, accounting, financial and other

advisers and consultants to the Borrower or any Restricted Subsidiary in connection with the Expansion Project;

(b)

all insurance premiums in respect of the Insurances;

(c)

Financing Costs in connection with Facility D;

(d)

all Taxes; and

(e)

all costs and expenses incurred in connection with the acquisition and/or installation of FF&E (other than costs and expenses funded with Permitted FF&E Indebtedness) not included in Construction Costs,

but excluding any Construction Costs and any amounts financed with Permitted FF&E Indebtedness.

“Borrowings” has the meaning given to it in Clause 8.7 (Mandatory prepayment from Borrowings).

“Break Costs” means:

(a)

in respect of any Term Rate Loan, the amount (if any) by which:

(i)

the interest (excluding the Margin) which a Lender should have received pursuant to the terms of this Agreement for the period from the date of receipt of all or any part of the principal amount of a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(ii)

the amount of interest which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Singapore interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period; or

(b)

in respect of any Compounded Rate Loan, any amount specified as such in the applicable Compounded Rate Terms.

“Business Day” means a day (other than a Saturday or Sunday or gazetted public holiday) on which banks are open for general business in Singapore and:

(a)

(in relation to the determination of any interest rate for a Term Rate Loan under this Agreement) London; or

(b)

(in relation to:

(i)

any date for payment or purchase of an amount relating to a Compounded Rate Loan; or

(ii)

the determination of the first day or the last day of an Interest Period for a Compounded Rate Loan, or otherwise in relation to the determination of the length of such an Interest Period),

which is an Additional Business Day relating to that Loan or Unpaid Sum.

“Car Park” means the vehicle parking areas located in the basement levels of Integrated Resort 1.

“Cash Equivalent Investments” means:

(a)

securities, mortgage-backed securities, collateralised mortgaged obligations or direct obligations with a maturity of less than 12 months from the date of acquisition issued or fully guaranteed or fully insured by:

(i)

the Government of the United States or any member state of the European Union which is rated at least AA by Standard & Poor’s Rating Group, Aa2 by Xxxxx’x Investors Service, Inc. or AA by Fitch Ratings;

(ii)

any county or Governmental Agency of the United States which is rated at least AA by Standard & Poor’s Rating Group, Aa2 by Xxxxx’x Investors Service, Inc. or AA by Fitch Ratings; or

(iii)

any of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx which is rated at least AA by Standard & Poor’s Rating Group, Aa2 by Xxxxx’x Investors Service, Inc. or AA by Fitch Ratings;

(b)

commercial paper or other debt securities issued by an issuer rated at least A-1 by Standard & Poor’s Ratings Group, P-1 by Xxxxx’x Investors Service, Inc. or F1 by Fitch Ratings, and with a maturity of less than 12 months;

(c)

certificates of deposit, bankers’ acceptance or demand or time deposits (including overnight deposits) of:

(i)

any commercial bank (which has outstanding debt securities rated as referred to in paragraph (b) above); or

(ii)

any bank or financial institution (which has outstanding debt securities rated at least BBB+ by Standard & Poor’s Ratings Group, Baa1 by Xxxxx’x Investors Service, Inc. or BBB+ by Fitch Ratings),

and, in each case, with a maturity of less than 12 months;

(d)

securities with a maturity of less than 12 months from the date of acquisition issued or fully guaranteed by the Government of (i) Singapore or (ii) any state that is a member or partner in the Organization of Economic Cooperation and Development with a sovereign debt rating of at least AA+ by Standard & Poor’s Rating Group, Aa1 by Xxxxx’x Investors Service, Inc. or AA+ by Fitch Ratings, or (iii) any other state approved by the Agent (acting on the instructions of the Majority Lenders);

(e)

repurchase obligations for underlying securities of the types described in paragraphs (a) and (b) above, entered into with any commercial bank or any other financial institution having long-term unsecured debt securities rated (on the date of acquisition thereof) at least AA by Standard & Poor’s Rating Group, Aa2 by Xxxxx’x Investors Service, Inc. or AA by Fitch Ratings issued by any person;

(f)

investment contracts of any financial institution, the principal and return on which are guaranteed by that financial institution, having long-term debt rated (on the date of acquisition thereof) at least at least AA by Standard & Poor’s Rating Group, Aa2 by Xxxxx’x Investors Service, Inc. or AA by Fitch Ratings;

(g)

Singapore Dollars, Hong Kong Dollars, United States Dollars, Euros or Sterling;

(h)

loans to, deposits with, or investments in Sands XxxXx:

(i)

where the aggregate principal amount of such loans, deposits and/or investments shall not at any time exceed S$200,000,000; and

(ii)

where, not later than ten Business Days after the date that such loans, deposits and/or investments are made, the Borrower delivers to the Agent details of such loans, deposits and/or investments;

(i)

investments in mutual funds sponsored by any securities broker-dealer of recognised national standing having an investment policy that requires substantially all the invested assets of such fund to be invested in investments described in any one or more of the foregoing paragraphs and rated at least at least AA by Standard & Poor’s Rating Group, Aa2 by Xxxxx’x Investors Service, Inc. or AA by Fitch Ratings; or

(j)

investments in any money market fund:

(i)

where all or substantially all of its assets fall within the description of paragraphs (a) to (i) above;

(ii)

which have net assets of not less than S$500,000,000 (or the equivalent in another currency); and

(iii)

which has either (A) an investment grade rating by Standard & Poor’s Rating Group, Xxxxx’x Investors Service, Inc. or Fitch Ratings or (B) is registered with the Investment Company Act of 1940, as amended,

in each case not subject to any Security (other than pursuant to any Security Document or any Permitted Security), denominated and payable in Singapore Dollars, Hong Kong Dollars, United States Dollars, Euros or Sterling, and the proceeds of which are capable of being remitted to the Borrower in Singapore.

“Cash Investment Limit” means, in relation to the date (the “Cash Investment Date”) of any Investments contemplated by paragraph (b)(xiii) of Clause 22.15 (Acquisitions and investments), the aggregate of (without double counting):

(a)

S$500,000,000;

(b)

the amount which is 50 per cent. of the Adjusted Cumulative Consolidated Net Income as of the last Relevant Date falling on or before the Cash Investment Date;

(c)

all cash proceeds received by the Borrower by way of equity contribution to the Borrower and any issuance or sale by the Borrower of its shares (including any issuance or sale of shares by the Borrower arising from the conversion or exchange of its debt securities) or debt contribution by way of Internal Subordinated Debt, in each case, except to the extent received by the Borrower pursuant to Clause 21.2 (Rectification), from the original date of this Agreement to that Cash Investment Date, less, all fees, discounts, commissions, charges, expense, withholdings and transactions costs properly incurred in connection with that contribution, issuance or sale, and all Taxes paid by the Borrower or reasonably estimated by the Borrower to be payable (as certified by it to the Agent) as a result of that contribution, issuance or sale; and

(d)

in relation to each joint venture, partnership, consortium or Excluded Subsidiary in which the Borrower has made an Investment (including any loan constituting an Investment) (each such Investment, an “Original Investment”) as permitted by paragraph (b) of Clause 22.7 (Loans and guarantees) or paragraph (b) of Clause 22.15 (Acquisitions and investments):

(i)

the amount of all cash dividends, cash distributions and cash payments in the nature of principal and interest (each, a “Cash Return”) received by the Borrower from the original date of this Agreement to that Cash Investment Date, to the extent such Cash Return (when aggregated with the amount of all other Cash Returns in respect of that Original Investment, whether received before on or after the original date of this Agreement) represent less than or equal to 100 per cent. of the amount contributed by the Borrower in respect of the Original Investment; and

(ii)

50 per cent. of the amount of all Cash Returns received by the Borrower from the original date of this Agreement to that Cash Investment Date, to the extent such Cash Return (when aggregated with the amount of all other Cash Returns in respect of that Original Investment, whether received before on or after the original date of this Agreement) represent more than

100 per cent. of the amount contributed by the Borrower in respect of the Original Investment,

as evidenced by a Compliance Certificate delivered to the Agent on or before the Cash Investment Date, setting out (in reasonable detail) computations as to the Cash Investment Limit.

“Casino”, in relation to the Integrated Resorts, has the meaning given to it in the Casino Licence.

“Casino Legislation” means the Casino Control Xxx 0000 of Singapore and includes all subsidiary legislation, notifications, ordinances, orders, directives, guidelines, rules and regulations and all amendments, supplements, modification or re-enactment thereof from time to time.

“Casino Licence” has the meaning given to the term “casino licence” in the Casino Legislation.

“Casino Regulatory Authority” means the Casino Regulatory Authority of Singapore, established under the Casino Control Xxx 0000 of Singapore.

“Charged Assets” means the assets over which Security is expressed to be created pursuant to any Security Document, to the extent not discharged in accordance with this Agreement.

“Commercial Documents” means the Head Lease (Original Property), the Development Agreement (Expansion Property), the Head Lease (Expansion Property) and any other document designated as such by the Agent and the Borrower.

“Commitment” means a Facility A Commitment, a Facility B Commitment, a Facility C Commitment or a Facility D Commitment.

“Compliance Certificate” means a certificate delivered:

(a)

in connection with the utilisation of Facility C contemplated by Clause 4.2 (Further conditions precedent), setting out (in reasonable detail) computations as to compliance with the ratio set out in paragraph (d) of the Clause 4.2 (Further conditions precedent);

(b)

pursuant to Clause 20.3 (Compliance Certificate);

(c)

in connection with any Investments contemplated by paragraph (b)(xiii) of Clause 22.15 (Acquisitions and investments), setting out (in reasonable detail) computations as to the Cash Investment Limit and the ratio set out in paragraph (b)(xiii)(C) of Clause 22.15 (Acquisitions and investments);

(d)

in connection with any issuance of a Designated RPS permitted under paragraph (b)(iv) Clause 22.6 (Financial Indebtedness), setting out (in reasonable detail)

computations as to compliance with the ratio set out in paragraph (d) of the definition of “Designated RPS”;

(e)

in connection with any incurrence of Incremental Indebtedness permitted under paragraph (b)(v) Clause 22.6 (Financial Indebtedness), setting out (in reasonable detail) computations as to compliance with the ratio set out in paragraph (g) of the definition of “Incremental Indebtedness”;

(f)

in connection with any incurrence of Mezzanine Indebtedness permitted under paragraph (b)(vi) Clause 22.6 (Financial Indebtedness), setting out (in reasonable detail) computations as to compliance with the ratio set out in paragraph (f) of the definition of “Mezzanine Indebtedness”;

(g)

in connection with a sale by a member of the Borrower Group of any asset, setting out (in reasonable detail) computations as to compliance with the ratio set out in paragraph (ii) of the definition of “Exempt Disposal” in Clause 8.5 (Mandatory prepayment from Net Sale Proceeds);

(h)

in connection with a declaration, making or payment of a Controlled Transaction permitted under the definition of “Permitted Transaction (Designated Sale)”, setting out (in reasonable detail) computations as to compliance with the ratio set out in paragraph (d) of that definition;

(i)

in connection with a declaration, making or payment of a Controlled Transaction permitted under the definition of “Permitted Transaction (Leverage Ratio)”, setting out (in reasonable detail) computations as to compliance with the ratio set out in paragraph (c) of that definition;

(j)

in connection with the prepayment of Facility C Loans in accordance with Clause 8.10 (Voluntary prepayment of Facility C Loans), setting out (in reasonable detail) computations as to compliance with the ratio set out in paragraph (b)(ii) of Clause 8.10 (Voluntary prepayment of Facility C Loans);

(k)

in connection with any voluntary payment, repayment or prepayment in the nature of principal on all or any part of any Incremental Indebtedness, setting out (in reasonable detail) computations as to compliance with the ratio set out in paragraph (b)(ii) of Clause 22.22 (Incremental Indebtedness);

(l)

in connection with any voluntary payment, repayment or prepayment in the nature of principal on all or any part of any Permitted Refinancing Indebtedness, setting out (in reasonable detail) computations as to compliance with the ratio set out in paragraph (b)(ii) of Clause 22.23 (Permitted Refinancing Indebtedness); or

(m)

in connection with any voluntary payment, repayment or prepayment in the nature of principal on all or any part of any Mezzanine Indebtedness, setting out (in reasonable detail) computations as to compliance with the ratio set out in paragraph (b)(ii) of Clause 22.24 (Mezzanine Indebtedness),

in each case signed by an authorised officer or authorised signatory of the Borrower, substantially in the form set out in Schedule 5 (Form of Compliance Certificate).

“Compounded Rate Interest Payment” means the aggregate amount of interest that:

(a)

is, or is scheduled to become, payable under any Finance Document; and

(b)

relates to a Compounded Rate Loan.

“Compounded Rate Loan” means any Loan or, if applicable, Unpaid Sum which is, or becomes, a “Compounded Rate Loan” pursuant to Clause 9A (Rate Switch).

“Compounded Rate Supplement” means a document which:

(a)

is agreed in writing by the Borrower, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders);

(b)

specifies the relevant terms which are expressed in this Agreement to be determined by reference to Compounded Rate Terms; and

(c)

has been made available to the Borrower and each Finance Party.

“Compounded Rate Terms” means in relation to:

(a)

a Loan or an Unpaid Sum;

(b)

an Interest Period for such a Loan or Unpaid Sum (or other period for the accrual of commission or fees); or

(c)

any term of this Agreement relating to the determination of a rate of interest in relation to such a Loan or Unpaid Sum,

the terms set out in Schedule 13 (Compounded Rate Terms) or in any Compounded Rate Supplement.

“Compounded Reference Rate” means, in relation to a Compounded Rate Loan, the percentage rate per annum which is the aggregate of:

(a)

the Cumulative Compounded RFR Rate for the Interest Period of that Compounded Rate Loan; and

(b)

the Credit Adjustment Spread,

or otherwise as determined pursuant to Clause 11.2 (Benchmark Discontinuation).

“Compounding Methodology Supplement” means, in relation to the Cumulative Compounded RFR Rate, a document which:

(a)

is agreed in writing by the Borrower, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders);

(b)

specifies a calculation methodology for that rate; and

(c)

has been made available to the Borrower and each Finance Party.

“Consents” means:

(a)

(in relation to the Original Property) the consent of the Head Lessor to:

(i)

the execution of, and the creation of the Security under, the 2019 Supplemental Mortgage (Original Property) by the Borrower; and

(ii)

the creation of such Security in favour of the Secured Parties; and

(b)

(in relation to the Expansion Property) the consent of the Head Lessor to:

(i)

the execution of, and the creation of the Security under, the Assignment of Development Agreement (Expansion Property) and the Mortgage (Expansion Property) by the Borrower; and

(ii)

the creation of such Security in favour of the Secured Parties.

“Consolidated Adjusted EBITDA” means, in relation to the Borrower Group, for any period, the sum of the amounts (without duplication) for such period of:

(a)

Consolidated Net Income;

(b)

Consolidated Total Interest Expense;

(c)

total interest expense (including non-cash interest and interest on Subordinated Debt) to the extent deducted in calculating Consolidated Net Income;

(d)

provision for taxes based on income and similar taxes imposed in lieu of income taxes to the extent deducted in calculating Consolidated Net Income;

(e)

total depreciation expense;

(f)

total amortisation expense;

(g)

total pre-opening and development expenses (if any);

(h)

total amortisation of rent expense incurred and paid as a result of the actual payment of:

(i)

land premium under the Development Agreement (Expansion Property);

(ii)

land premium under the Development Agreement (Original Property) (if any); and

(iii)

land premium under any other development agreement;

(i)

other non-cash items (including non-cash corporate expenses) reducing Consolidated Net Income;

(j)

costs and expenses relating to the negotiation of, entry into and performance of this Agreement or any amendment or waiver hereto or any transactions contemplated thereby to the extent deducted in calculating Consolidated Net Income, provided that the aggregate amount of costs and expenses included in this paragraph (j) shall not exceed S$10,000,000 in any financial year of the Borrower;

(k)

costs and expenses of any actual or contemplated investment or incurrence of Debt or asset sale that is or if completed would be permitted hereunder to the extent deducted in Consolidated Net Income provided that the aggregate amount of costs and expenses included in this paragraph (k) shall not exceed S$30,000,000 in any financial year of the Borrower;

(l)

corporate expenses incurred to the extent deducted in calculating Consolidated Net Income, provided that the aggregate amount of costs and expenses included in this paragraph (l) shall not exceed S$60,000,000 in any financial year of the Borrower; and

(m)

non-recurring charges and expenses to the extent deducted in calculating Consolidated Net Income, provided that the aggregate amount of costs and expenses included in this paragraph (m) shall not exceed S$50,000,000 in any financial year of the Borrower,

less

(A)

other non-cash items increasing Consolidated Net Income (but excluding (I) any such non-cash item to the extent it represents the reversal of an accrual or reserve for potential cash item in any prior period and (II) the amounts received from any IR Project Vehicles funded through Permitted Investments falling within the description of paragraph (a) of the definition of Permitted Investments); and

(B)

any cash expenditure to the extent it reduces any accrual or reserve established in a prior period which was added to determine Consolidated Adjusted EBITDA in such prior period pursuant to paragraph (i) above,

all of the foregoing as determined on a consolidated basis for the Borrower Group in conformity with GAAP. Any cash equity contributions or Internal Subordinated Debt made by a member of the Sponsor Group to the Borrower and/or the face amount of any Bank SBLC delivered to Agent for the benefit of the Lenders in accordance with Clause 21.2 (Rectification) may at the written election of Borrower be included in the Consolidated Adjusted EBITDA. To the extent an Excluded Subsidiary is converted to a Restricted Subsidiary during any reference period, Consolidated Adjusted EBITDA shall include the Consolidated Adjusted EBITDA of such Restricted Subsidiary on a pro forma basis since the beginning of such reference period. For the avoidance of doubt, any dividends made by the Borrower to any HoldCo to permit that HoldCo to make any licence payments shall not be

taken into account in the calculation of, without double counting, Consolidated Adjusted EBITDA and/or Consolidated Net Income.

“Consolidated Net Income” means, for any period, the net income (or loss) of the members of the Borrower Group on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP and before any reduction in respect of preferred stock dividends; provided that there shall be excluded, without duplication:

(a)

the income (or loss) of any person (other than a member of the Borrower Group or any IR Project Vehicles funded through Permitted Investments falling within the description of paragraph (a) of the definition of Permitted Investments), except to the extent of the amount of dividends or other distributions actually paid to the members of the Borrower Group by such person during such period;

(b)

the income (or loss) of any person accrued prior to the date it is merged into or consolidated with the Borrower or any other member of the Borrower Group or that person’s assets are acquired by the Borrower or any other member of the Borrower Group;

(c)

any after-tax gains or losses attributable to:

(i)

asset sales consummated pursuant to paragraph (c)(iii), (c)(xiv), (c)(xv) or (c)(xvi) of Clause 22.5 (Disposals); or

(ii)

the disposition of any securities or the extinguishment of any Financial Indebtedness of any member of the Borrower Group;

(d)

dividends or distributions from any Excluded Subsidiary to the Borrower or any other member of the Borrower Group which are used to fund their share of any applicable tax payments to be made under a tax sharing arrangement;

(e)

the effect of non-cash accounting adjustments resulting from a change in the tax status of a flow-through or disregarded tax entity to a taxed entity, or vice versa;

(f)

any net extraordinary gains or net extraordinary losses; and

(g)

any refinancing costs and/or costs and expenses relating to any amendment or waiver of, in each case, this Agreement or any other Debt permitted to be incurred pursuant to this Agreement (provided that the aggregate amount of all refinancing costs and/or costs and expenses relating to any amendment or waiver of such other Debt excluded from the calculation of Consolidated Net Income pursuant to this paragraph (g) shall not exceed S$15,000,000 in any financial year of the Borrower), amortisation or charges (including premiums, costs, amortisation and charges associated with the refinancing of the Existing Facilities), provided further, that there shall be included, without duplication, the cash flows from IR Project Vehicles funded through Permitted Investments falling within the description of paragraph (a) of the definition of Permitted Investments whose net income has been included as

set forth above.

“Consolidated Total Interest Expense” means, for any period, total interest expense (including that portion attributable to capital leases in accordance with GAAP and capitalized interest), net of interest income, of the Borrower Group on a consolidated basis with respect to all outstanding Financial Indebtedness of the members of the Borrower Group that constitutes Relevant Debt (other than non-cash interest on Internal Subordinated Debt), including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under hedging arrangements, excluding, however:

(a)

amortisation of debt issuance costs and deferred financing fees including any amounts referred to in Clause 12 (Fees) payable to the Finance Parties;

(b)

any fees and expenses payable to the Finance Parties in connection with this Agreement on or prior to the first Utilisation Date;

(c)

non-cash payment-in-kind interest; and

(d)

any additional amounts payable by the Borrower under Clause 14.1 (Increased costs).

“Construction Contracts” means all construction contracts from time to time entered into by the Borrower or any Restricted Subsidiary with any firm of contractors for the designing, development, construction, equipping, fitting out and completion of the Expansion Project (or any part of it) on the Expansion Property.

“Construction Costs” means all costs, expenses and fees (without double counting) properly incurred by the Borrower or any Restricted Subsidiary in connection with the design, development, construction, equipping, fitting out and opening of the Expansion Project in accordance with and pursuant to the Development Agreement (Expansion Property), the Head Lease (Expansion Property) and Project Documents, but excluding any Borrower’s Costs and costs and expenses funded with Permitted FF&E Indebtedness.

“Construction Guarantees” means all Guarantees from time to time issued in favour of the Borrower, or under which the Borrower has an interest, in connection with the Expansion Project, pursuant to the Construction Contracts.

“Construction Schedule” means the schedule for the construction of the Expansion Project prepared by an external scheduling consultant or project management firm approved by the Agent, in a form to be agreed between the Borrower and the Agent.

“Controlled Transaction” means:

(a)

a declaration or payment of any dividend or other payment or distribution of any kind by the Borrower to its shareholders on or in respect of any of its shares;

(b)

a reduction, return, purchase, repayment, cancellation or redemption of the shares

of any member of the Borrower Group;

(c)

a payment, repayment, prepayment of any principal, interest or other amount on or in respect of, or a redemption, purchase or defeasance of any Subordinated Debt; or

(d)

an Investment by any member of the Borrower Group:

(i)

where any such Investment is in the form of debt, there shall be no further obligation by the relevant member of the Borrower Group to make any loan or to provide any form of credit or financial accommodation thereafter; and

(ii)

where any such Investment is in the form of equity, there shall be no further obligation by the relevant member of the Borrower Group to provide funds (whether by way of debt or equity contributions or otherwise) or otherwise provide any credit support thereafter.

“Credit Adjustment Spread” means, in respect of any Compounded Rate Loan, any rate which is specified as such in the applicable Compounded Rate Terms.

“Cumulative Compounded RFR Rate” means, in relation to an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Agent in accordance with the methodology set out in Schedule 14 (Cumulative Compounded RFR Rate (Without Observation Shift)) or in any relevant Compounding Methodology Supplement.

“Daily Rate” means the rate specified as such in the applicable Compounded Rate Terms.

“Debenture” means a fixed and floating charge security document dated 28 June 2012 between the Borrower and the Security Trustee, as amended and supplemented by the 2014 Supplemental Debenture and further amended and supplemented by the 2019 Supplemental Debenture.

“Debt” means, as at any particular time, without double counting, the aggregate outstanding principal, capital or nominal amount of the Financial Indebtedness of the Borrower Group:

(a)

including:

(i)

all External Subordinated Debt;

(ii)

any Borrower Group Subordinated Guarantees;

(iii)

any Guarantee of any Permitted Aircraft/Watercraft Indebtedness; and

(iv)

all Permitted FF&E Indebtedness,

provided that, for the avoidance of doubt, any payment, repayment, prepayment, redemption, purchase, defeasance, satisfaction or discharge of any indebtedness

referred to in paragraphs (i) to (iv) above at any time shall have the effect of reducing the amount of Debt at that time,

(b)

but excluding:

(i)

any indebtedness referred to in paragraph (e) and (g) of the definition of Financial Indebtedness;

(ii)

any indebtedness referred to in paragraph (j) of the definition of Financial Indebtedness (to the extent relating to any indebtedness referred to in paragraph (i) above);

(iii)

any Guarantee that constitutes Permitted Security described in paragraph (i) of the definition of Permitted Security or any Financial Indebtedness described in paragraphs (b)(xi), (b)(xii)(B) and (b)(xiv) of Clause 22.6 (Financial Indebtedness); and

(iv)

any Internal Subordinated Debt (other than any Borrower Group Subordinated Guarantees).

For this purpose, any amount outstanding or repayable in a currency other than Singapore Dollars shall on that day be taken into account:

(A)

if an audited balance sheet of the Borrower has been prepared as at that day, in their Singapore Dollars equivalent at the rate of exchange used for the purpose of preparing that balance sheet; and

(B)

in any other case, in their Singapore Dollars equivalent at the rate of exchange that would have been used had an audited balance sheet of the Borrower been prepared as at that day in accordance with GAAP.

“Debt Purchase Transaction” means, in relation to a person, a transaction where such person purchases by way of assignment or transfer any Commitment or amount outstanding under this Agreement.

“Default” means an Event of Default or any event or circumstance specified in Clause 23 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Designated Facility B Lender” means a Facility B Lender listed in paragraphs 1 to 10 of Part III of Schedule 1 (The Original Parties).

“Designated RPS” means shares in a member of the Borrower Group which are expressed to be redeemable and:

(a)

(in the case of a redemption by the holder) which may only be made (whether on its specified maturity or as a result of an event of default (however described)) after the

Facility A Termination Date;

(b)

(in the case of a redemption by the issuer) which may only be made to the extent it constitutes a Redemption that is a Permitted Transaction (Designated Sale), a Permitted Transaction (Leverage Ratio) or a Permitted Transaction (Miscellaneous) provided that the amount of any redemption under this paragraph (b) may not exceed such amount prescribed by any applicable law, had it been a Dividend;

(c)

which when aggregated with all Designated RPS described in this definition then outstanding, does not exceed S$1,000,000,000 (or its equivalent in another currency or currencies) in principal amount; and

(d)

where on the date of issuance of such shares, the ratio of:

(i)

the Debt as of the last Relevant Date falling on or before the date of such issuance,

to:

(ii)

the Consolidated Adjusted EBITDA for the Relevant Period ending on the Relevant Date described in paragraph (d)(i) above,

is less than or equal to 3.50 to 1, as evidenced by a Compliance Certificate delivered to the Agent on or before the date of such issuance, setting out (in reasonable detail) computations as to compliance with the above ratio.

“Designated Sale” has the meaning given to it in paragraph (b) of the definition of “Permitted Transaction (Designated Sale)”.

“Development Agreement (Expansion Property)” means the development agreement dated 3 April 2019 and made between the Head Lessor and the Borrower relating to the acquisition, ownership and development of the Expansion Property (including all annexures and schedules to such development agreement).

“Development Agreement (Expansion Property) Event of Default” means any “Event of Default” defined in Clause 1.1 (Definitions) of the Development Agreement (Expansion Property).

“Development Agreement (Original Property)” means the development agreement originally dated 23 August 2006 (and as amended, modified and supplemented by the Supplemental Agreement) and made between the Head Lessor and the Borrower relating to the acquisition, ownership and development of the Original Property (including all annexures and schedules to such development agreement).

“Dividend” has the meaning given to it in Clause 22.13 (Restricted payments).

“Eligible Lender” means:

(a)

a bank or merchant bank that:

(i)

is a financial institution acting through a Facility Office in Singapore;

(ii)

is in possession of (A) a valid licence granted under the Banking Xxx 0000 of Singapore, authorising it to conduct banking business in Singapore or (B) a valid licence granted by the Monetary Authority of Singapore, authorising it to conduct merchant banking business in Singapore;

(iii)

in respect of which, the Borrower would not be obliged to make a payment under paragraph (a) of Clause 13.2 (Tax gross-up) or paragraph (a) of Clause 13.3 (Tax indemnity) to or for the account of such financial institution; and

(iv)

(for so long as no Event of Default shall have occurred and is continuing) is not a Restricted Person;

(b)

any other financial institution or a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets that:

(i)

is acting through a Facility Office in Singapore;

(ii)

(iii)

(for so long as no Event of Default shall have occurred and is continuing) is not a Restricted Person;

(c)

any other entity approved by the Borrower (such approval not to be unreasonably withheld or delayed and the Borrower is deemed to have approved of each Original Lender listed in paragraphs 1 to 21 of Part II of Schedule 1 (The Original Parties), paragraphs 1 to 10 of Part III of Schedule 1 (The Original Parties) and paragraphs 1 to 32 of Part IV of Schedule 1 (The Original Parties)) that:

(i)

is acting through a Facility Office in Singapore;

(ii)

is holding a valid Exemption issued by the Registrar of Moneylenders under Section 92 of the Xxxxxxxxxxxx Xxx 0000 of Singapore, in connection with the Facilities;

(iii)

(iv)

(for so long as no Event of Default shall have occurred and is continuing) is not a Restricted Person; or

(d)

any Permitted Sands Lender.

Notwithstanding the foregoing, the Borrower may in its sole and absolute discretion waive the restrictions set out in paragraphs (a)(iv), (b)(iii) or (c)(iv) of this definition as to any person that would otherwise be an Eligible Lender by notifying the Agent in writing of such waiver.

“Environment” means living organisms including the ecological systems of which they form part and the following media:

(a)

air (including air within natural or man-made structures, whether above or below ground);

(b)

water (including territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

(c)

land (including land under water).

“Environmental Law” means any applicable law in any jurisdiction in which any member of the Borrower Group conducts business which relates to the pollution or protection of the environment or harm to or the protection of human health (as it relates to exposure to Hazardous Substances) or the health of animals or plants.

“Environmental Permits” means any Authorisation required under any Environmental Law for the operation of the business of any member of the Borrower Group conducted on or from the properties owned or used by the relevant member of the Borrower Group.

“Establishment Date” has the meaning given to it in Clause 2.3 (Accordion Feature – Increase in Facility C).

“Euros” or “€” means the lawful currency of the Participating Member States.

“Event of Default” means any event or circumstance specified as such in Clause 23 (Events of Default).

“Excluded Subsidiary” means any Subsidiary of the Borrower that the Borrower designates as an Excluded Subsidiary as provided for in the next sentence and any Subsidiary of an Excluded Subsidiary that satisfies the criteria set out in the next sentence. The Borrower may designate any Subsidiary (other than the Borrower or any Subsidiary which:

(a)

does (or will) own, develop, design, construct, operate, manage or otherwise implement any part of the Integrated Resorts; or

(b)

holds (or will hold) or has (or will have) any rights in any Authorisation (including the Casino Licence) in relation to the Integrated Resorts,

in each case, as determined by the Borrower) to be an Excluded Subsidiary by providing written notice of such designation to the Agent and certifying that, after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. Nothing in the foregoing shall prevent the Borrower from designating any of its Subsidiaries as an Excluded Subsidiary by reason that that Subsidiary:

(i)

owns or operates, or will own or operate, Aircraft/Watercraft;

(ii)

will acquire FF&E;

(iii)

owns, operates, manages or implements or will own, operate, manage or implement any business or service that is funded as a Permitted Investment under this Agreement;

(iv)

owns, operates, manages or implements the Retail Properties and/or the Car Park pursuant to a disposal of the Retail Properties and/or the Car Park to it under paragraphs (c)(iv) and/or (c)(xviii) of Clause 22.5 (Disposals); or

(v)

owns, operates, manages or implements the ArtScience Museum (but does not own any part of the Properties comprising the ArtScience Museum) pursuant to paragraph (c)(xx) of Clause 22.5 (Disposals),

but which, in each case, does not hold (and will not hold) the Casino Licence.

“Exempt Disposal” has the meaning given to it in Clause 8.5 (Mandatory prepayment from Net Sale Proceeds).

“Existing Facilities” means the S$5,442,604,530 facilities made available to the Borrower by various banks and financial institutions pursuant to a Facility Agreement dated 28 December 2007 and made between (a) the Borrower, as borrower, (b) Xxxxxxx Xxxxx Foreign Exchange (Singapore) Pte, DBS Bank Ltd., UOB Asia Limited and Oversea-Chinese Banking Corporation Limited, as coordinators and (c) the Existing Facilities Agent, as agent and security trustee.

“Existing Facilities Agent” means DBS Bank Ltd..

“Existing Facilities Security” means the Security created to secure the Existing Facilities, as more particularly described in the Facility Agreement for the Existing Facilities.

“Expansion Project” means the project of the Borrower for Integrated Resort 2.

“Expansion Property” means the properties set out in Part II of Schedule 8 (Properties).

“External Subordinated Creditor” means any person (other than an Internal Subordinated Creditor or an Obligor).

“External Subordinated Debt” means:

(a)

an unsecured subordinated bond or an unsecured senior subordinated bond issued or to be issued by a member of the Borrower Group; or

(b)

any other unsecured subordinated Financial Indebtedness incurred or to be incurred by a member of the Borrower Group,

in each case:

(i)

which is subordinated to all amounts which may be or become payable to the Finance Parties under the Finance Documents by way of:

(A)

an External Subordination Agreement; or

(B)

(where the Borrower (acting reasonably and in good faith) determines that subordination pursuant to an External Subordination Agreement could reasonably be expected to materially and adversely affect the feasibility of establishing, or the marketability of, such bonds or Financial Indebtedness) the incorporation of terms within the documentation relating to such bonds or Financial Indebtedness which:

(I)

expressly provide that all payments in the nature of principal and interest thereunder are subordinated, on customary terms for such bonds or Financial Indebtedness, in all respects to the Facilities and that such subordination obligations cannot be amended without the consent of the Agent; and

(II)

provide that the Agent shall have enforceable third party rights in respect of such subordination obligations;

(ii)

which provides for a rate of interest (or a lower rate of interest) consistent with the market rate of interest for a transaction of a similar nature at the time of its incurrence;

(iii)

where any scheduled repayment or redemption of such bonds or Financial Indebtedness only occurs after the Facility A Termination Date; and

(iv)

where each of the creditors in respect of such bonds or Financial Indebtedness is an External Subordinated Creditor,

and the Borrower shall:

(A)

provide to the Agent certified copies of the documents evidencing such bonds or Financial Indebtedness; and

(B)

in the case where the subordination contemplated by paragraph (i) is achieved (or is intended to be achieved) pursuant to paragraph (i)(B), provide to the Agent

certifications of the Borrower (signed by a director and a senior officer of the Borrower) as the Agent may reasonably request in connection with such bonds or Financial Indebtedness and, at the Borrower’s costs, authorise and instruct the Borrower’s counsel to consult with the Agent on such subordination.

“External Subordination Agreement” means a subordination agreement between an External Subordinated Creditor, the Borrower (or the relevant Obligor) and the Security Trustee, substantially in the form set out in Part II of Schedule 11 (Form of Subordination Agreement) or otherwise in form and substance reasonably satisfactory to the Security Trustee, and the Borrower shall provide (or procure the provision) to the Agent all such legal opinions, consents, assurances, resolutions and other documents as the Agent may reasonably request in connection with that subordination agreement.

“Facility” means Facility A, Facility B, Facility C or Facility D.

“Facility A” means the term loan facility made available under this Agreement as described in paragraph (a) of Clause 2.1 (The Facilities).

“Facility A Commitment” means:

(a)

in relation to an Original Lender, the amount in Singapore Dollars set opposite its name under the heading “Facility A Commitment” in Part II of Schedule 1 (The Original Parties) and the amount of any other Facility A Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount in Singapore Dollars of any Facility A Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced, extinguished or transferred by it under this Agreement.

“Facility A Lender” means:

(a)

any Original Facility A Lender; and

(b)

any Eligible Lender which has become a Party in accordance with Clause 24 (Changes to the Lenders) and which is transferred an interest in Facility A,

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“Facility A Loan” means a loan made or to be made under Facility A or the principal amount outstanding for the time being of that loan.

“Facility A Repayment Dates” means each date specified in Part I of Schedule 9 (Repayment Schedule) including, for the avoidance of doubt, the Facility A Termination Date.

“Facility A Repayment Instalment” means each instalment for repayment of the Facility A Loans specified in Part I of Schedule 9 (Repayment Schedule).

“Facility A Termination Date” means, subject to Clause 7.6 (Extension Option), 31 August 2026.

“Facility B” means the revolving credit facility made available under this Agreement as described in paragraph (b) of Clause 2.1 (The Facilities), part of which may be designated as an Ancillary Facility in accordance with Clause 6 (Ancillary Facilities).

“Facility B Commitment” means:

(a)

in relation to an Original Lender, the amount in Singapore Dollars set opposite its name under the heading “Facility B Commitment” in Part III of Schedule 1 (The Original Parties) and the amount of any other Facility B Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any Facility B Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Facility B Lender” means:

(a)

any Original Facility B Lender; and

(b)

any Eligible Lender which has become a Party in accordance with Clause 24 (Changes to the Lenders) and which is transferred an interest in Facility B,

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“Facility B Loan” means a loan made or to be made under Facility B or the principal amount outstanding for the time being of that loan.

“Facility B Rollover Loan” means one or more Facility B Loans:

(a)

made or to be made on the same day that one or more maturing Facility B Loans is or are due to be repaid;

(b)

the aggregate amount of which is equal to or less than the maturing Facility B Loan(s); and

(c)

made or to be made to the Borrower for the purpose of refinancing the maturing Facility B Loan(s).

“Facility B Termination Date” means, subject to Clause 7.6 (Extension Option), 27 February 2026.

“Facility C” means the term loan facility made available or (as the case may be) to be made available under this Agreement as described in paragraph (c) of Clause 2.1 (The Facilities).

“Facility C Commitment” means in relation to any Facility C Lender, the amount in Singapore Dollars of any Facility C Commitment assumed by it in accordance with Clause 2.3 (Accordion Feature – Increase in Facility C) or transferred to it under this Agreement, to the extent not cancelled, reduced, extinguished or transferred by it under this Agreement.

“Facility C Lender” means any Eligible Lender which is or has become a Party in accordance with Clause 2.3 (Accordion Feature – Increase in Facility C) or Clause 24 (Changes to the Lenders) and which is transferred an interest in Facility C, which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“Facility C Loan” means a loan made or to be made under Facility C or the principal amount outstanding for the time being of that loan.

“Facility C Longstop Termination Date” means 29 March 2034.

“Facility D” means the term loan facility made available under this Agreement as described in paragraph (d) of Clause 2.1 (The Facilities).

“Facility D Commitment” means:

(a)

in relation to an Original Lender, the amount in Singapore Dollars set opposite its name under the heading “Facility D Commitment” in Part IV of Schedule 1 (The Original Parties) and the amount of any other Facility D Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount in Singapore Dollars of any Facility D Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced, extinguished or transferred by it under this Agreement.

“Facility D Lender” means:

(a)

any Original Facility D Lender; and

(b)

any Eligible Lender which has become a Party in accordance with Clause 24 (Changes to the Lenders) and which is transferred an interest in Facility D,

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“Facility D Loan” means a loan made or to be made under Facility D or the principal amount outstanding for the time being of that loan.

“Facility D Repayment Dates” means each date specified in Part II of Schedule 9 (Repayment Schedule) including, for the avoidance of doubt, the Facility D Termination

Date.

“Facility D Repayment Instalment” means each instalment for repayment of the Facility D Loans specified in Part II of Schedule 9 (Repayment Schedule).

“Facility D Termination Date” means, subject to Clause 7.6 (Extension Option), 31 August 2026.

“Facility Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following a change of office or offices after that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“FATCA” means:

(a)

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

(b)

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

(c)

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.

“FATCA Application Date” means:

(a)

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; or

(b)

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.

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Fee Letter” means any letter or letters between one or more Administrative Parties and the Borrower setting out any of the fees referred to in Clause 12 (Fees), Clause 6 (Amendment Fee) of the Amendment and Restatement Agreement, Clause 6 (Amendment Fee) of the Second Amendment and Restatement Agreement or Clause 6 (Fees) of the Third Amendment and Restatement Agreement.

“FF&E” means fixtures, furniture, fittings and/or equipment acquired, built, affixed and/or installed by or for the Borrower on or in the Integrated Resorts for the purpose of implementing or carrying on the business of the Integrated Resorts, and shall include each and every item or unit of such property acquired by substitution or replacement thereof, all parts, components and other items pertaining to such property, all documents (including warehouse receipts, dock receipts, bills of lading and the like) relating to such property, all licenses, warranties, guarantees, service contracts and related rights and interests covering all or any portion of such property, and to the extent not otherwise included, all proceeds (including insurance proceeds) of any of the foregoing and all accessions to, substitutions and replacements for, and the rents, profits and products of, each of the foregoing (including collateral accounts) and such other collateral reasonably determined by the Agent in its reasonable discretion.

“Finance Document” means this Agreement, the Amendment Agreement, the Amendment and Restatement Agreement, the Amendment Letter, the Second Amendment and Restatement Agreement, the Second Amendment Letter, the Third Amendment and Restatement Agreement, the Third Amendment Letter, the Fourth Amendment and Restatement Agreement, each Ancillary Facility Document, each Guarantor Accession Letter, each Increase Confirmation, each Security Document, each Bank SBLC, any Compounded Rate Supplement, any Compounding Methodology Supplement and any other document (other than a Security Document) that may at any time be given as guarantee or assurance for any of the Senior Liabilities pursuant to or in connection with any Finance Document and any other document designated as such by the Agent and the Borrower.

“Finance Party” means the Agent, an Ancillary Lender, the Arranger, a Lender or the Security Trustee.

“Financial Indebtedness” means any indebtedness for or in respect of:

(a)

moneys borrowed;

(b)

any amount raised by acceptance under any acceptance credit facility;

(c)

any amount raised pursuant to any note purchase facility or the issue of bonds (for the avoidance of doubt, other than a payment or advance payment bond), notes, debentures, loan stock or any similar instrument;

(d)

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a balance sheet liability (other than any liability in respect of a lease or hire purchase contract which would, in accordance with GAAP in force prior to 1 January 2019, have been treated as an operating lease);

(e)

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

(f)

any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing and would, in accordance with GAAP, be treated as a borrowing;

(g)

solely for the purpose of Clause 23.5 (Cross default), any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account, and such value shall be calculated without double-counting with other indebtedness);

(h)

shares which are expressed to be redeemable, other than Designated RPS;

(i)

any counter-indemnity obligation in respect of:

(i)

a guarantee, indemnity, bond (including any payment or advance payment bond), standby or documentary letter of credit or any other similar instrument issued by a bank or financial institution; and

(ii)

any other instrument issued by a bank or financial institution, where such other instrument is in a form that, on its face, gives rise to a payment obligation on the part of that bank or financial institution; and

(j)

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above,

in each case without double-counting and excluding:

(A)

any indebtedness comprising trade payables or payments under leases and hire purchase contracts (in the case of leases and hire purchase contracts, to the extent only that they do not fall within paragraph (d) above) incurred in the ordinary course of business;

(B)

any surety bonds for claims underlying repairer liens over equipment or machinery; and

(C)

any Financial Indebtedness comprising bonds, notes, debentures, loan stock or any other similar instrument described in paragraph (c) above, that have either been satisfied, discharged or defeased prior to their stated maturity (provided that cash or securities are being held by the trustee of such instruments pending application on maturity or redemption) in accordance with the terms of such bonds, notes, debentures, loan stock or any other similar instrument or by operation of law.

“Financing Costs” means, in respect of any period, the aggregate of:

(a)

amounts in the nature of interest paid or payable by the Borrower under this Agreement (including default interest and sums payable under Clauses 9 (Interest), 10 (Interest Periods) and 11 (Changes to the calculation of interest)); and

(b)

all standby, agency and other fees, commissions, costs and expenses and other payments not in the nature of principal paid or payable by the Borrower under this Agreement, the Fee Letters or any other Finance Document, including all underwriting and arranger fees and legal costs and expenses incurred in connection therewith.

“Fourth Amendment and Restatement Agreement” means the fourth amendment and restatement agreement dated 9 February 2022 and made between the Borrower, the Lenders, the Agent and the Security Trustee, in relation to this Agreement.

“Fourth Effective Date” has the meaning given to it in Clause 3 (Fourth Effective Date) of the Fourth Amendment and Restatement Agreement.

“GAAP” means:

(a)

in relation to the financial statements (consolidated if applicable) of the Borrower, generally accepted accounting principles, standards and practices applied in Singapore; and

(b)

in relation to any other Obligor, generally accepted accounting principles, standards and practices applied in its jurisdiction of incorporation,

in each case, in effect at the relevant time.

“Governmental Agency” means any government or any governmental agency, semi-governmental or judicial entity or authority (including, without limitation, any stock exchange or any self-regulatory organisation established under any law or regulation).

“Gross Revenue (Integrated Resort 1)” has the meaning given to the term “Gross Revenue” in the Development Agreement (Original Property).

“Gross Revenue (Integrated Resort 2)” has the meaning given to the term “Gross Revenue” in the Development Agreement (Expansion Property) or (once issued) the Head Lease (Expansion Property).

“Gross Revenues” means Gross Revenue (Integrated Resort 1) and Gross Revenue (Integrated Resort 2) together.

“Guarantee” means any guarantee, bond, indemnity, counter-indemnity or similar instrument howsoever described issued by any person in respect of any obligation of any other person.

“Guarantor” means a Restricted Subsidiary which becomes a Guarantor in accordance with Clause 26 (Changes to the Obligors).

“Guarantor Accession Letter” means a document substantially in the form set out in Schedule 6 (Form of Guarantor Accession Letter).

“Hazardous Substance” means any waste, pollutant, contaminant or other substance (including any liquid, solid, gas, ion, living organism or noise) that is harmful to human health or other life or the Environment or a nuisance to any person or the presence of which in the Environment may make the use or ownership of any affected land or property more costly.

“Head Lease (Expansion Property)” means the instrument of lease in the format annexed to and marked as “Annexure C” to the Development Agreement (Expansion Property) (with such modifications (if any) thereto as may be agreed upon between the parties to the Development Agreement (Expansion Property)) as may be granted by the Head Lessor to the Borrower for the lease of the Expansion Property for the Head Lease Term (Expansion Property) and for the development of Integrated Resort 2.

“Head Lease (Original Property)” means collectively, (a) the lease dated 21 December 2018 and made between the Head Lessor (as lessor) and the Borrower (as lessee) and registered as IE/259455V for a lease term commencing on 23 August 2006 and ending on 21 August 2066 and (b) the lease dated 21 December 2018 and made between the Head Lessor (as lessor) and the Borrower (as lessee) and registered as IE/259470L for a lease term commencing on 19 August 2008 and ending on 21 August 2066, and the expression “Head Lease (Original Property)” includes any documents varying, amending or supplementing the same.

“Head Lease Event of Default” means any “Event of Default” defined in:

(a)

the Head Lease (Expansion Property); and

(b)

the Head Lease (Original Property).

“Head Lease Term (Expansion Property)” means the period commencing on 8 April 2019 and ending on 21 August 2066.

“Head Leases” means the Head Lease (Expansion Property) and the Head Lease (Original Property).

“Head Lessor” means the Singapore Tourism Board.

“Hedging Bank” means a person which:

(a)

provides the Borrower with any hedging in connection with interest payable in respect of the Senior Liabilities, the Secured Incremental Liabilities and/or the Secured Permitted Refinancing Liabilities; and

(b)

at the Borrower’s request, accedes as a Hedging Bank to the Intercreditor Agreement in accordance with the terms thereof (provided that such accession may only take place if that person is, at that time, a Lender (or an Affiliate of a Lender)),

and a Hedging Bank (and in such capacity only) shall have no voting rights for the purposes of this Agreement unless a contrary indication appears.

“Hedging Documents” means the documents entered into between the Borrower and a Hedging Bank for the purpose of implementing any hedging in connection with interest payable in respect of the Senior Liabilities, the Secured Incremental Liabilities and/or the Secured Permitted Refinancing Liabilities.

“HoldCo” means any company, corporation or other entity that directly owns shares in the share capital of the Borrower.

“HoldCo Subordinated Debt” means unsecured Financial Indebtedness of a HoldCo to an External Subordinated Creditor (or an Internal Subordinated Creditor not being a direct Holding Company of the Borrower):

(a)

the proceeds of which are made available by that HoldCo to the Borrower as Internal Subordinated Debt or equity; and

(b)

which, in the case where the creditor of such Financial Indebtedness is an Internal Subordinated Creditor not being a Holding Company of the Borrower, provides for a rate of interest that does not exceed prevailing market rates for comparable subordinated debt at the time the Financial Indebtedness is incurred.

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“Hong Kong Dollars” or “HK$” means the lawful currency of the Hong Kong Special Administrative Region.

“Increase Confirmation” means a document substantially in the form set out in Schedule 7 (Form of Lender Increase Confirmation).

“Increase Lender” has the meaning given to it in paragraph (a)(i) of Clause 2.3 (Accordion Feature – Increase in Facility C).

“Incremental Indebtedness” means Financial Indebtedness incurred or to be incurred by the Borrower:

(a)

which is designated by the Borrower as “Incremental Indebtedness”;

(b)

which when aggregated with (i) all Financial Indebtedness described in this definition then outstanding and (ii) the amount of Facility C Loans then outstanding, does not exceed S$1,000,000,000 (or its equivalent in another currency or currencies) in outstanding principal;

(c)

where, not later than ten Business Days after the date that the Financial Indebtedness is incurred, the Borrower delivers to the Agent details of such Financial Indebtedness;

(d)

where, on the date the Financial Indebtedness is incurred, no Event of Default is continuing or would reasonably be expected to result from the incurring of such

Financial Indebtedness;

(e)

where the terms of such Financial Indebtedness in relation to:

(i)

principal amortisation;

(ii)

Security; and

(iii)

covenants (taken as a whole),

are not more favourable to the creditors of such Financial Indebtedness than those for the benefit of the Finance Parties as contained in the Finance Documents;

(f)

where:

(i)

at all times, the then remaining average weighted life (taking into account the effect of any prepayment) of such Financial Indebtedness is longer than the then remaining average weighted life (taking into account the effect of any prepayment) of Facility A, Facility B and Facility D taken as a whole (but without taking into account any extension of the Facility A Termination Date, the Facility B Termination Date or the Facility D Termination Date); and

(ii)

the final scheduled repayment date of such Financial Indebtedness extends beyond the Facility A Termination Date (without taking into account any extension of the Facility A Termination Date) (and where such Financial Indebtedness constitutes bonds, notes or other debt securities, any scheduled repayment or redemption of such Financial Indebtedness only occurs after the Facility A Termination Date (without taking into account any extension of the Facility A Termination Date)); and

(g)

where on the date (the “Incremental Indebtedness Incurrence Date”) such Financial Indebtedness is incurred, the ratio of:

(i)

the aggregate of:

(A)

the Debt as of the last Relevant Date falling on or before the date of such incurrence; and

(B)

the amount of such Financial Indebtedness actually incurred,

to:

(ii)

the Consolidated Adjusted EBITDA for the Relevant Period ending on the Relevant Date described in paragraph (g)(i)(A) above,

is:

(I)

(in the case where the Incremental Indebtedness Incurrence Date falls on or

before 30 September 2019) less than or equal to 3.50 to 1; and

(II)

(in the case where the Incremental Indebtedness Incurrence Date falls after 30 September 2019) less than or equal to 3.00 to 1,

as evidenced by a Compliance Certificate delivered to the Agent on or before the date of such incurrence, setting out (in reasonable detail) computations as to compliance with the above ratio,

provided that the Borrower may, but shall not be obliged to, request that such Financial Indebtedness be secured by the Transaction Security with the same ranking and priority as the Senior Liabilities and the Secured Permitted Refinancing Liabilities in accordance with the Intercreditor Agreement, and where the Borrower makes such a request, each relevant Incremental Indebtedness Creditor of such Financial Indebtedness shall be entitled to accede to the Intercreditor Agreement as a Secured Incremental Indebtedness Creditor in accordance with the terms thereof.

“Incremental Indebtedness Creditor” means a creditor (including any agent or trustee on its behalf) of the Borrower or any other Obligor in respect of any Incremental Indebtedness.

“Incremental Indebtedness Document” means any facility agreement, credit agreement, indenture, note purchase agreement or other document relating to, constituting or otherwise evidencing any Incremental Indebtedness.

“Incremental Liabilities” means all present and future moneys, debts and liabilities due, owing or incurred by the Borrower or any other Obligor to any Incremental Indebtedness Creditor which constitute Incremental Indebtedness (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise).

“Information Memorandum” means the confidential information memorandum concerning the Borrower which, at the Borrower’s request and on its behalf, was prepared in relation to this transaction and distributed by the Global Coordinator to selected financial institutions on or about 5 April 2012, as supplemented from time to time.

“Insurance Report” means in relation to the Properties, a report substantially in the form of the Original Insurance Report carried at the cost and expense of the Borrower, specifying the maximum foreseeable loss and estimated maximum loss for the Properties, carried out by an Approved Insurance Consultant, such report to be addressed to the Agent.

“Insurances” means all contracts and policies of insurance of any kind relating to the Integrated Resorts taken out or, as the context requires, to be taken out from time to time and maintained, in each case, in accordance with Clause 22.17 (Insurance) by or on behalf of the Borrower, and such other policy or contract of insurance as the Agent and the Borrower agree shall be an Insurance.

“Integrated Resort 1” has the meaning given to the term “Integrated Resort” in the Head Lease (Original Property).

“Integrated Resort 2” has the meaning given to the term “Integrated Resort 2” in the Development Agreement (Expansion Property) or (once issued) the Head Lease (Expansion Property).

“Integrated Resorts Revenues” means, in respect of any period, the aggregate of all actual sums of a revenue or income nature actually received (or, as the case may be, to be received) by or on behalf of the Borrower or any Restricted Subsidiary during that period including:

(a)

all amounts payable to or for the benefit or account of the Borrower or any Restricted Subsidiary arising from or in connection with the Integrated Resorts and the letting, use or occupation of the Properties (or any part of the Properties), including (without limitation and without double counting):

(i)

Gross Revenues;

(ii)

without limiting sub-paragraph (i) above, rents, hotel room revenues, Casino revenues, conference, meeting, convention and exhibition facilities’ revenues, licence fees and equivalent sums reserved or made payable;

(iii)

any premium paid on the amount of any Occupational Lease;

(iv)

any other monies payable in respect of use and/or occupation of the Integrated Resorts;

(v)

proceeds of insurance in respect of loss of rent;

(vi)

receipts from or the value of consideration given for the surrender or variation of any letting;

(vii)

proceeds paid by way of reimbursement of expenses incurred, or on account of expenses to be incurred, in the management, maintenance and repair of, and the payment of insurance premiums for, the Properties;

(viii)

proceeds paid for a breach of covenant under any Occupational Lease and for expenses incurred in relation to any such breach;

(ix)

payments from a guarantor in respect of any of the items listed in this paragraph (a); and

(x)

interest, damages or compensation in respect of any of the items in this paragraph (a),

but excluding (A) any amounts of security deposits received under Occupational Leases (unless and until the Borrower or any Restricted Subsidiary has the right to

retain such amounts for its own account and benefit), and (B) any service charge collected by the Borrower or a Restricted Subsidiary for which the same is distributed to employees of the Borrower or that Restricted Subsidiary;

(b)

interest and other income in respect of funds standing to the credit of the Accounts;

(c)

any income, receipts or realised gains (including those of a non-recurring or extraordinary nature) from any Permitted Investments; and

(d)

any other income, receipts or realised gains (including those of a non-recurring or extraordinary nature) from whatever source and whether or not attributable to the Integrated Resorts,

“Integrated Resorts” means Integrated Resort 1 and Integrated Resort 2.

“Intellectual Property Rights” means all patents, designs, copyrights, trade marks, service marks, trade names, domain names, rights in know-how, any other intellectual property and any associated or similar rights anywhere in the world, and any interest in any of the foregoing (in each case, whether registered or unregistered and including any applications and rights to apply for the same).

“Intercreditor Agreement” means the intercreditor agreement between, among others, the Obligors, the Finance Parties (other than the Arranger) and, when they accede, the Increase Lenders, the Hedging Banks, the Secured Incremental Indebtedness Creditors, the Secured Mezzanine Indebtedness Creditors and the Secured Permitted Refinancing Indebtedness Creditors (as applicable), as amended and restated pursuant to the 2014 Intercreditor Agreement Amendment and Restatement Agreement, as further amended and restated pursuant to the 2018 Second Intercreditor Agreement Amendment and Restatement Agreement and as further amended and restated pursuant to the 2019 Third Intercreditor Agreement Amendment and Restatement Agreement.

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 10 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 9.4 (Default interest).

“Internal Subordinated Creditor” means, in respect of any Internal Subordinated Debt, any member of the Sponsor Group (other than an Obligor).

“Internal Subordinated Debt” means unsecured Financial Indebtedness of any member of the Borrower Group to an Internal Subordinated Creditor:

(a)

which is subordinated to all amounts which may be or become payable to the Finance Parties under the Finance Documents by way of an Internal Subordination Agreement;

(b)

where any scheduled repayment of such Financial Indebtedness only occurs after the Facility A Termination Date; and

(c)

the terms of which:

(i)

except where permitted by the provisions of the Finance Documents, expressly prohibit any member of the Borrower Group from making any payment in the nature of interest (but interest may (A) accrue or be capitalised and (B) be evidenced by any instrument which constitutes such Internal Subordinated Debt or equity and such instrument may be issued to the Internal Subordinated Creditor);

(ii)

do not comprise any cross default (however described) provisions; and

(iii)

do not comprise any onerous covenants, undertakings or other provisions other than customary affirmative covenants.

“Internal Subordination Agreement” means a subordination agreement between an Internal Subordinated Creditor, the Borrower (or the relevant Obligor) and the Security Trustee, substantially in the form set out in Part I of Schedule 11 (Form of Subordination Agreement) or otherwise in form and substance reasonably satisfactory to the Security Trustee, and the Borrower shall provide (or procure the provision) to the Agent all such legal opinions, consents, assurances, resolutions and other documents as the Agent may reasonably request in connection with that subordination agreement.

“Investment” means any investment, acquisition, capital contribution, joint venture, consortium, partnership or similar arrangement, whether as debt or equity, entered into or made (or to be entered into or made) by the Borrower or any Obligor in relation to any asset or business (other than any Aircraft/Watercraft or FF&E). The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment, less all returns of principal or equity thereon.

“IR Project Vehicle” means any retail, restaurant, clubs, theatres, entertainment or other similar offerings that form a part of (or are located in) the Integrated Resorts operated by an Excluded Subsidiary funded as a Permitted Investment under paragraph (a) of the definition of Permitted Investment, which the Borrower either directly or indirectly owns 100 per cent. (or less) of the equity interests thereof.

“Lease Document” means:

(a)

an Agreement for Lease; or

(b)

an Occupational Lease.

“Lender” means an Ancillary Lender, a Facility A Lender, a Facility B Lender, a Facility C Lender, a Facility D Lender or a Permitted Sands Lender provided that (except as provided in paragraphs (g) and (h) of Clause 36.2 (Exceptions)) a Permitted Sands Lender which is a Lender shall not be entitled to vote as a Lender, a Finance Party or a Secured Party for the purposes of the Finance Documents and shall not be polled (or its interests taken into

consideration) by the Agent or the Security Trustee, and its vote shall instead be exercised by, subject to any contrary indication in the Intercreditor Agreement, the other Lenders on a pro rata basis.

“Loan” means a Facility A Loan, a Facility B Loan, a Facility C Loan or a Facility D Loan.

“Lookback Period” means the number of days specified as such in the applicable Compounded Rate Terms.

“Majority Facility A Lenders” means, at any time, the Majority Lenders calculated, for the purpose of this definition, by excluding the Facility B Loans, the Facility C Loans, the Facility D Loans, utilisations under the Ancillary Facilities, the Facility B Commitments, the Facility C Commitments, the Facility D Commitments and the Ancillary Commitments.

“Majority Facility B Lenders” means, at any time, the Majority Lenders calculated, for the purpose of this definition, by excluding the Facility A Loans, the Facility C Loans, the Facility D Loans, the Facility A Commitments, the Facility C Commitments and the Facility D Commitments.

“Majority Facility C Lenders” means, at any time, the Majority Lenders calculated, for the purpose of this definition, by excluding the Facility A Loans, the Facility B Loans, the Facility D Loans, utilisations under the Ancillary Facilities, the Facility A Commitments, the Facility B Commitments, the Facility D Commitments and the Ancillary Commitments.

“Majority Facility D Lenders” means, at any time, the Majority Lenders calculated, for the purpose of this definition, by excluding the Facility A Loans, the Facility B Loans, the Facility C Loans, utilisations under the Ancillary Facilities, the Facility A Commitments, the Facility B Commitments, the Facility C Commitments and the Ancillary Commitments.

“Majority Lenders” means at any time, a Lender or Lenders whose Available Commitments, Available Ancillary Commitments and participations in the Utilisations then outstanding aggregate more than 50 per cent. of the Available Facilities, Available Ancillary Facilities and all the utilisations then outstanding, and for the purposes of this definition:

(a)

(except as provided in paragraphs (g) and (h) of Clause 36.2 (Exceptions)) any Permitted Sands Lender which is a Lender shall not be entitled to vote and shall not be polled (or its interests taken into consideration) by the Agent or the Security Trustee for the purposes of this definition, and its vote shall instead be exercised, subject to any contrary indication in the Intercreditor Agreement, by the other Lenders on a pro rata basis; and

(b)

to the extent set out in (and in accordance with) Clause 2.4 (Non-Funding Lender), any Non-Funding Lender shall not be entitled to vote and shall not be polled (or its interests taken into consideration) by the Agent or the Security Trustee for the purposes of this definition, and its vote shall instead be exercised, subject to any contrary indication in the Intercreditor Agreement, by the other Lenders on a pro rata basis.

“Margin” means:

(a)

in relation to any Loan under Facility A, Facility B and/or Facility D:

(i)

(from the Third Effective Date to and including 30 September 2020) 1.65 per cent. per annum; and

(ii)

(from 1 October 2020 and thereafter) the rate per annum specified opposite the relevant range set out in the following table in which the ratio of Debt as at the most recent Relevant Date to Consolidated Adjusted EBITDA for the Relevant Period ending on that Relevant Date:


Ratio of Debt to Consolidated Adjusted EBITDA		Margin (per cent. per annum)
Higher than 3.50 to 1		1.85
Higher than 2.50 to 1, but lower than or equal to 3.50 to 1		1.65
Higher than 1.90 to 1, but lower than or equal to 2.50 to 1		1.45
Higher than 1.00 to 1, but lower than or equal to 1.90 to 1		1.20
Lower than or equal to 1.00 to 1		1.15

However:

(A)

any increase or decrease in the Margin for a Loan under Facility A, Facility B and/or Facility D shall take effect immediately following the receipt by the Agent of the Compliance Certificate for that Relevant Period pursuant to Clause 20.3 (Compliance Certificate);

(B)

while an Event of Default is continuing, the Margin for each Loan under Facility A, Facility B and/or Facility D shall be the highest percentage per annum set out above for a Loan under that Facility; and

(C)

for the purpose of determining the Margin, Debt, Consolidated Adjusted EBITDA and Relevant Period shall be determined in accordance with Clause 21.4 (Financial covenant calculations); and

(b)

in relation to any Loan under Facility C, the applicable percentage(s) per annum as agreed between the Borrower and the relevant Increase Lenders to which that Loan relates, as set out in the relevant Increase Confirmation.

“Material Adverse Effect” means a material adverse effect or a material adverse change in:

(a)

the consolidated financial condition, assets or business of the Borrower Group taken as a whole;

(b)

the Integrated Resorts, taken as a whole;

(c)

the ability of the Borrower to perform and comply with its payment or other material obligations under the Finance Documents to which it is a party, the Development Agreement (Expansion Property) or a Head Lease;

(d)

the ability of the Obligors (other than the Borrower) to perform and comply with their payment or other material obligations under the Finance Documents to which they are a party; or

(e)

the ability of any Finance Party to enforce the payment or other material obligations of each Obligor under the Finance Documents to which that Obligor is a party or the ability of any Finance Party to enforce any of their respective rights or remedies under the Finance Documents.

“Material Construction Contracts” means each of the following Construction Contracts entered into by the Borrower or any Restricted Subsidiary:

(a)

each construction contract for a contract value of at least S$75,000,000;

(b)

each contract (not being a construction contract) for a contract value of at least S$50,000,000; and

(c)

each other contract designated as such by the Agent and the Borrower.

“Material Construction Guarantees” means all Guarantees from time to time issued in favour of the Borrower, or under which the Borrower has an interest, in connection with the Expansion Project, pursuant to the Material Construction Contracts.

“Material Project Document” means:

(a)

a Material Construction Contract; or

(b)

a Material Construction Guarantee.

“Mezzanine Indebtedness” means Financial Indebtedness incurred or to be incurred by the Borrower:

(a)

which is designated by the Borrower as “Mezzanine Indebtedness”;

(b)

which when aggregated with all Financial Indebtedness described in this definition then outstanding, does not exceed S$1,000,000,000 (or its equivalent in another currency or currencies) in outstanding principal;

(c)

where, not later than ten Business Days after the date that the Financial Indebtedness is incurred, the Borrower delivers to the Agent details of such Financial Indebtedness;

(d)

where, on the date the Financial Indebtedness is incurred, no Event of Default is continuing or would reasonably be expected to result from the incurring of such Financial Indebtedness;

(e)

where any scheduled repayment or redemption of such Financial Indebtedness only occurs after the Facility A Termination Date; and

(f)

where on the date such Financial Indebtedness is incurred, the ratio of:

(i)

the aggregate of:

(A)

the Debt as of the last Relevant Date falling on or before the date of such incurrence; and

(B)

the amount of such Financial Indebtedness actually incurred,

to:

(ii)

the Consolidated Adjusted EBITDA for the Relevant Period ending on the Relevant Date described in paragraph (f)(i)(A) above,

is less than or equal to 3.50 to 1, as evidenced by a Compliance Certificate delivered to the Agent on or before the date of such incurrence, setting out (in reasonable detail) computations as to compliance with the above ratio,

provided that the Borrower may, but shall not be obliged to, request that such Financial Indebtedness be secured by the Transaction Security ranking after the Senior Liabilities, the Secured Incremental Liabilities and the Secured Permitted Refinancing Liabilities in accordance with the Intercreditor Agreement, and where the Borrower makes such a request, each relevant Mezzanine Indebtedness Creditor of such Financial Indebtedness shall be entitled to accede to the Intercreditor Agreement as a Secured Mezzanine Indebtedness Creditor in accordance with the terms thereof.

“Mezzanine Indebtedness Creditor” means a creditor (including any agent or trustee on its behalf) of the Borrower or any other Obligor in respect of any Mezzanine Indebtedness.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)

other than where paragraph (b) below applies:

(i)

subject to paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the next succeeding Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(ii)

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

(iii)

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end; and

(b)

in relation to an Interest Period for any Compounded Rate Loan (or any other period for the accrual of commission or fees) for which there are rules specified as “Business Day Conventions” in the applicable Compounded Rate Terms, those rules shall apply.

The above rules will apply only to the last Month of any period.

“Mortgage (Expansion Property)” means a mortgage over the Expansion Property security document between the Borrower and the Security Trustee initially executed in escrow.

“Mortgage (Original Property)” means a mortgage over the Original Property security document between the Borrower and the Security Trustee dated 3 April 2019, as supplemented by the 2019 Supplemental Mortgage (Original Property).

“Mortgages” means the Mortgage (Expansion Property) and the Mortgage (Original Property).

“Net Sale Proceeds” means the cash or cash equivalent proceeds (including, when received, the cash or cash equivalent proceeds of any deferred consideration, whether by way of adjustment to the purchase price or otherwise) received by the Borrower Group in connection with any sale by a member of the Borrower Group of any asset after deducting:

(a)

fees, discounts, commissions, charges, expenses, withholdings and transaction costs properly incurred in connection with that sale, transfer or disposal;

(b)

Taxes paid by such member or reasonably estimated by such member to be payable (as certified by it to the Agent) as a result of that sale, transfer or disposal;

(c)

any amounts required to be applied to the repayment of indebtedness secured by a Security permitted under paragraph (d) of Clause 22.4 (Negative pledge) (or amounts permitted by the terms of such indebtedness to be otherwise reinvested in other assets of such member to the extent so reinvested); and

(d)

any reserve for adjustment in respect of the sale price of such asset or assets or any liabilities associated with the asset disposed of in such sale or transfer and the

deduction of appropriate amounts provided by the seller as a reserve in accordance with GAAP against any liabilities associated with the assets disposed of in the sale and retained by the Borrower, provided that where any such reserve (or the relevant part thereof) is no longer required or has not been applied within the period for which the reserve was set aside, the Borrower shall apply an amount equal to such reserve (or the relevant part thereof) in accordance with Clause 8.5 (Mandatory prepayment from Net Sale Proceeds) as if such amount were “Net Sale Proceeds”.

“Non-Consenting Lender” has the meaning given to it in paragraph (i) of Clause 36.2 (Exceptions).

“Non-Funding Lender” means any Lender under a Facility which has failed to make or participate in a Utilisation as required by this Agreement provided that it shall cease to be a Non-Funding Lender immediately upon its having made available its Non-Funding Lender Amount to the Borrower (which shall be promptly accepted by the Borrower).

“Non-Funding Lender Amount” means in relation to a Non-Funding Lender, the amount of any Utilisation or any participation in any Utilisation that such Non-Funding Lender has not made available.

“Notifiable Debt Purchase Transaction” has the meaning given to it Clause 25.2 (Notification).

“Obligors” means the Borrower and the Guarantors and “Obligor” means each one of them.

“Occupational Lease” means any occupational lease or licence or other right of occupation to which the Retail Properties (or any part of the Retail Properties) and/or the ArtScience Museum (or any part of the ArtScience Museum) may be subject from time to time.

“Offshore Collection Account” has the meaning given to it in Clause 22.10 (Accounts).

“Offshore Collection Account Security Document” means each Restricted Subsidiary Offshore Collection Account Security Document and each Borrower Offshore Collection Account Security Document.

“Original Facility A Lender” means a Lender listed in Part II of Schedule 1 (The Original Parties) as having a Facility A Commitment.

“Original Facility B Lender” means a Lender listed in Part III of Schedule 1 (The Original Parties) as having a Facility B Commitment.

“Original Facility D Lender” means a Lender listed in Part IV of Schedule 1 (The Original Parties) as having a Facility D Commitment.

“Original Financial Statements” means in relation to the Borrower, its audited financial statements (consolidated, if applicable) for the financial year ended 31 December 2018.

“Original Insurance Report” means the “2019 Loss Estimate Report” prepared for the Borrower dated 19 March 2019 prepared by Xxxxxx Xxxxxx Xxxxxx.

“Original Property” means the properties set out in Part I of Schedule 8 (Properties).

“Participating Member State” means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Perfection Requirements” means:

(a)

in relation to each of the 2019 Supplemental Debenture, the Assignment of Development Agreement (Expansion Property), the Mortgages, the Intercreditor Agreement and the 2019 Supplemental Mortgage (Original Property), in each case, when executed and delivered, the payment of stamp tax in Singapore;

(b)

in relation to each of the Mortgages and the 2019 Supplemental Mortgage (Original Property), when executed, delivered and dated, its registration with the Singapore Land Authority;

(c)

in relation to each Security Document (other than the Intercreditor Agreement), in each case, when executed and delivered, its registration as a charge against the Borrower at the Accounting and Corporate Regulatory Authority in Singapore, and any notification or other requirements as may be required by the terms of that document; and

(d)

in relation to each Offshore Collection Account Security Document, when executed and delivered, any registration, notification or other requirements as may be required by the terms of that document.

“Permitted Aircraft/Watercraft Indebtedness” means any Financial Indebtedness incurred or to be incurred by any Affiliate of the Borrower:

(a)

for the purpose of:

(i)

financing the acquisition, lease, equipping or charter of Aircraft/Watercraft by that Affiliate;

(ii)

refinancing any Financial Indebtedness referred to in sub-paragraph (i) above; and/or

(iii)

financing the working capital requirements of that Affiliate with respect to such Aircraft/Watercraft;

(b)

which, when aggregated with all Financial Indebtedness described in this definition then outstanding, does not exceed S$300,000,000 (or its equivalent in any other

currency or currencies);

(c)

which, on the date it is incurred, no Event of Default is continuing or would reasonably be expected to result from the incurring of such Financial Indebtedness; and

(d)

a reasonable summary of which will be supplied to the Agent within ten Business Days of a member of the Borrower Group issuing a Guarantee in respect of such Financial Indebtedness.

“Permitted Aircraft/Watercraft Security” means any Security created or to be created by an Affiliate of the Borrower over or affecting any Aircraft/Watercraft where:

(a)

the purpose of such Security is to secure the Permitted Aircraft/Watercraft Indebtedness incurred by that Affiliate to acquire such Aircraft/Watercraft;

(b)

the beneficiary of such Security has no right of recovery for any such Permitted Aircraft/Watercraft Indebtedness against any Transaction Security; and

(c)

a reasonable summary of which will be supplied to the Agent within ten Business Days of that Affiliate incurring that Permitted Aircraft/Watercraft Indebtedness.

“Permitted Corporate Restructuring” means any solvent corporate restructuring or reorganisation of the Borrower (that complies with paragraph (b) of Clause 22.12 (Merger)).

“Permitted FF&E Indebtedness” means Financial Indebtedness incurred or to be incurred by the Borrower or any Obligor:

(a)

for the purpose of:

(i)

financing its acquisition and/or installation of FF&E;

(ii)

refinancing its acquisition and/or installation of FF&E (including any costs and expenses incurred in connection with such acquisition) originally financed by the Facilities or Ancillary Facilities; or

(iii)

refinancing any Financial Indebtedness referred to in paragraphs (a)(i) and (ii) above;

(b)

which when aggregated with all Financial Indebtedness described in this definition then outstanding, does not exceed S$500,000,000 (or its equivalent in another currency or currencies) in outstanding principal;

(c)

which, on the date it is incurred, no Event of Default is continuing or would reasonably be expected to result from the incurring of such Financial Indebtedness; and

(d)

a reasonable summary of which (and any applicable Permitted FF&E Security) will

be supplied to the Agent within ten Business Days of the Borrower or that Obligor incurring (or being contractually entitled to incur) such Financial Indebtedness.

“Permitted FF&E Security” means any Security created or to be created by the Borrower or any Obligor over or affecting any FF&E, where:

(a)

the purpose of such Security is to secure the Permitted FF&E Indebtedness incurred by the Borrower or that Obligor to acquire (or refinance the acquisition of) such FF&E;

(b)

the beneficiary of such Security has no right of recovery for any such Permitted FF&E Indebtedness against any Transaction Security (other than such FF&E);

(c)

a reasonable summary of which will be supplied to the Agent not later than ten Business Days after the date of the Borrower or that Obligor incurring that Permitted FF&E Indebtedness; and

(d)

where that Permitted FF&E Indebtedness is described in paragraph (a)(ii) of the definition of Permitted FF&E Indebtedness, the Security Trustee shall (and is hereby instructed by the Lenders to) release (or reduce to second ranking), as requested by the Borrower, any Security Document over such FF&E at the cost and expense of the Borrower.

“Permitted Investment” means any Investment by any Obligor:

(a)

made through joint ventures, consortiums, partnerships or similar arrangements in businesses such as restaurants, clubs, theatre, retail and entertainment offerings that will form part of (or be located in) the Integrated Resorts; or

(b)

in projects that are ancillary (and of benefit) to the Integrated Resorts where:

(i)

the aggregate amount of cash (or cash equivalents) used to make all Investments described in this sub-paragraph (b), does not exceed S$450,000,000 (or its equivalent in any other currency or currencies at the date the relevant Investment is made);

(ii)

the ratio of Debt as of the last Relevant Date falling on or before the date of such Investments to Consolidated Adjusted EBITDA for the Relevant Period ending on that Relevant Date is less than 3.50 to 1, as evidenced by a Compliance Certificate delivered to the Agent on or before the date of such Investments, setting out (in reasonable detail) computations as to compliance with the above ratio; and

(iii)

on the date of such Investments, no Event of Default is continuing.

“Permitted Refinancing Indebtedness” means Financial Indebtedness incurred or to be incurred by the Borrower (other than RP/CP Hivedown Refinancing Indebtedness):

(a)

which is designated by the Borrower as “Permitted Refinancing Indebtedness”;

(b)

for the purpose of:

(i)

refinancing the Senior Liabilities (other than Facility B), the Secured Incremental Liabilities and/or the Secured Permitted Refinancing Liabilities (in each case, whether in whole or in part); and/or

(ii)

refinancing any Financial Indebtedness referred to in sub-paragraph (i) above;

(c)

where, not later than ten Business Days before the date that the Financial Indebtedness is to be incurred, the Borrower delivers to the Agent:

(i)

details of such Financial Indebtedness; and

(ii)

the estimated amount of the Senior Liabilities (other than Facility B), the Secured Incremental Liabilities and/or the Secured Permitted Refinancing Liabilities (and the date on which they are expected) to be refinanced;

(d)

where, on the date the Financial Indebtedness is incurred, no Event of Default is continuing or would reasonably be expected to result from the incurring of such Financial Indebtedness; and

(e)

where the relevant portion of the proceeds from such Financial Indebtedness will be paid directly to the Agent and applied in accordance with Clause 2 (Mandatory Prepayment) of the Intercreditor Agreement,

provided that the Borrower may, but shall not be obliged to, request that such Financial Indebtedness be secured by the Transaction Security with the same ranking and priority as the Senior Liabilities and the Secured Incremental Liabilities in accordance with the Intercreditor Agreement, and where the Borrower makes such a request, each relevant Permitted Refinancing Indebtedness Creditor of such Financial Indebtedness shall be entitled to accede to the Intercreditor Agreement as a Secured Permitted Refinancing Indebtedness Creditor in accordance with the terms thereof.

“Permitted Refinancing Indebtedness Creditor” means a creditor (including any agent or trustee on its behalf) of the Borrower or any other Obligor in respect of any Permitted Refinancing Indebtedness.

“Permitted Reorganisation” means:

(a)

an amalgamation, merger, liquidation, dissolution or corporate reconstruction (each a “Reorganisation”) on a solvent basis of a member of the Borrower Group (other than the Borrower) where:

(i)

all of the business and assets of that member of the Borrower Group remain within the Borrower Group (and if that member of the Borrower Group was

an Obligor immediately prior to such reorganisation being implemented, all of the business and assets of that member are retained by one or more other Obligors);

(ii)

if it or its assets were subject to the Security Documents immediately prior to such reorganisation, the Security Trustee will enjoy the same or equivalent Security over the same assets, or as the case may be, over it or, where an Obligor is being dissolved or liquidated, its assets are passed up to its Holding Company (being a member of the Borrower Group); and

(iii)

in the case of an amalgamation or merger, if such member of the Borrower Group is an Obligor, the surviving entity is an Obligor to at least the same extent as such first mentioned Obligor immediately prior to the said amalgamation, merger or corporate reconstruction;

(b)

any incorporation of a Subsidiary, intra-Borrower Group transfer (other than one involving the Borrower, except to the extent permitted by paragraph (e) of Clause 22.4 (Negative pledge)) or other step taken in connection with a proposed securitisation of the business of the Borrower Group, (other than one involving the Borrower, except to the extent permitted by paragraph (e) of Clause 22.4 (Negative pledge)) (or any part thereof), and/or any other refinancing where it is intended that the proceeds thereof be used to prepay the Facilities in full, provided that, in each case, any such action would not reasonably be expected to materially and adversely affect the interests of the Finance Parties under the Finance Documents; or

(c)

any other Reorganisation of one or more members of the Borrower Group (other than the Borrower) approved by the Majority Lenders (acting reasonably).

“Permitted Sands Lender” means any Affiliate of the Borrower that is permitted to make, purchase or invest in loans and has obtained all necessary Authorisations to do so.

“Permitted Security” means, in relation to all assets of an Obligor:

(a)

any lien arising by operation of law and in the ordinary course of business securing amounts not more than 30 days overdue (or contested in good faith by appropriate means prior to an order being made against the person contesting such amounts, so long as reserves or other appropriate provisions, if any, required by the applicable GAAP, shall have been made for any such contested amounts);

(b)

any conditional sale arrangement or retention of title arrangements and rights of set-off arising in the ordinary course of business with suppliers of goods to any Obligor;

(c)

any Security created pursuant to any Finance Document;

(d)

any Security created with the consent of the Agent (acting on the instructions of the Majority Lenders);

(e)

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

(f)

easements, rights-of-way, navigational servitudes, restrictions, encroachments, and other defects or irregularities in title and other similar charges or encumbrances, in each case, which either exist on the original date of this Agreement or which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Obligor or result in a material diminution in the value the Charged Assets as security for the Senior Liabilities;

(g)

liens arising from filing Uniform Commercial Code financing statements or the Singapore equivalent relating solely to leases permitted by this Agreement;

(h)

licenses of patents, trademarks and other intellectual property rights granted by that Obligor in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of any Obligor;

(i)

(other than in respect of the Properties) liens to secure a stay of process in proceedings to enforce a contested liability, or required in connection with the institution of legal proceedings or in connection with any other order or decree in any such proceeding or in connection with any contest of any tax or other governmental charge, or deposits with a governmental agency entitling the Borrower or any Obligor to maintain self-insurance or to participate in other specified insurance arrangements;

(j)

leases or subleases, licenses or sublicenses or other types of occupancy agreements granted to third parties in accordance with any applicable terms of this Agreement and the Security Documents and not interfering in any material respect with the ordinary conduct of the business of the Borrower or any Obligor;

(k)

any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property;

(l)

statutory liens of landlords, liens of banks and rights of set-off, statutory liens of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other liens imposed by law, in each case incurred in the ordinary course of business (i) for amounts not yet overdue, (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of 30 days) are being contested in good faith by appropriate proceedings prior to an order being made against the person contesting such amounts so long as such reserves or other appropriate provisions, if any, as shall be required by the applicable GAAP, shall have been made for any such contested amounts or (iii) with respect to liens of mechanics, repairmen, workmen and materialmen, if such lien arises in the ordinary course of business, that Obligor has bonded such lien within a reasonable time after becoming aware of the existence thereof;

(m)

liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social

security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of Financial Indebtedness), incurred in the ordinary course of business (i) for the amounts not yet overdue, (ii) for the amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by appropriate proceedings or (iii) with respect to liens of mechanics, repairmen, workmen and materialmen, if such lien arises in the ordinary course of business, and the Borrower has bonded such lien within a reasonable time after becoming aware of the existence thereof and which may be prior to the liens granted in favour of the Finance Parties;

(n)

liens in favor 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 which may be prior to the liens granted in favour of the Secured Parties;

(o)

liens on:

(i)

property acquired by any member of the Borrower Group; or

(ii)

property of a person existing at the time such person became a Restricted Subsidiary, is merged into or consolidated with or into, or wound up into, any member of the Borrower Group,

provided that such liens were in existence prior to the consummation of, and were not entered into in contemplation of, such acquisition, merger or consolidation or winding up and do not extend to any other assets other than that acquired property or (as the case may be) those of the person acquired by, merged into or consolidated with such member of the Borrower Group or such Restricted Subsidiary;

(p)

liens for taxes, assessments or governmental claims if the obligations with respect thereto are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and statutory liens for taxes not yet due and payable;

(q)

any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder;

(r)

liens solely on any xxxx xxxxxxx money deposits made by any member of the Borrower Group in connection with any letter of intent or purchase agreement permitted under this Agreement;

(s)

licenses of patents, copyrights, trademarks and other intellectual property rights granted by the members of the Borrower Group in the ordinary course of business and not interfering in any material respect with the ordinary conduct of or materially detracting from the value of the business of such member of the Borrower Group;

(t)

liens in favour of an Obligor, provided that where such liens are over assets subject to any Security created by the Security Documents, such liens are made subject to such Security;

(u)

any liens over any asset (other than the Development Agreement (Original Property), the Development Agreement (Expansion Property), the Head Leases, the Properties and the Casino Licence), provided the aggregate value of assets permitted to be secured under this paragraph (u) does not exceed S$50,000,000;

(v)

in connection with any redemption or defeasance of Debt (to the extent such redemption or defeasance is permitted under the Finance Documents), liens in favour of the trustee on any amounts held in a redemption or defeasance account pursuant to a trust or similar agreement and any proceeds held in such account for the benefit of the holders of such Debt (provided that in the case of a redemption, any such liens shall be furnished temporarily only and for the purpose of facilitating the completion of that redemption); and

(w)

any netting or set-off arrangement entered into by any member of the Borrower Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances.

“Permitted Transaction (Designated Sale)” means any Controlled Transaction:

(a)

which is designated by the Borrower as a “Permitted Transaction (Designated Sale)”;

(b)

where such Controlled Transaction is wholly funded from such part of the consideration arising from a sale (the “Designated Sale”) by a member of the Borrower Group of any asset the proceeds of which are not required to be paid into the Prepayment Account under Clause 8.5 (Mandatory prepayment from Net Sale Proceeds) for application in accordance with the Intercreditor Agreement (the “Excess Net Sale Proceeds”);

(c)

where no Default is continuing or would reasonably be expected to result from such Controlled Transaction; and

(d)

the amount of which (when aggregated with the amounts of all other Controlled Transactions falling within the description of this definition in respect of that Designated Sale) does not exceed:

(i)

(in the case where the ratio of Debt as of the last Relevant Date falling on or before the completion date of that Designated Sale to Proforma Consolidated Adjusted EBITDA for the Relevant Period ending on that Relevant Date is greater than 3.50 to 1 but less than or equal to 4.00 to 1, as evidenced by a Compliance Certificate delivered to the Agent on or before the completion date of that Designated Sale, setting out (in reasonable detail) computations as to compliance with the above ratio) 50

per cent. of the Excess Net Sale Proceeds in respect of that Designated Sale; and

(ii)

(in the case where the ratio of Debt as of the last Relevant Date falling on or before the completion date of that Designated Sale to Proforma Consolidated Adjusted EBITDA for the Relevant Period ending on that Relevant Date is less than or equal to 3.50 to 1, as evidenced by a Compliance Certificate delivered to the Agent on or before the completion date of that Designated Sale, setting out (in reasonable detail) computations as to compliance with the above ratio) 100 per cent. of the Excess Net Sale Proceeds in respect of that Designated Sale.

“Permitted Transaction (Leverage Ratio)” means any Controlled Transaction:

(a)

which is designated by the Borrower as a “Permitted Transaction (Leverage Ratio)”;

(b)

where no Default is continuing or would reasonably be expected to result from such Controlled Transaction; and

(c)

the amount of which, when aggregated with the amounts of all other Controlled Transactions falling within the description of this definition declared, paid or made in the same financial year of the Borrower, does not exceed the amount specified opposite the relevant ratio set out in the following table in which the ratio of Debt as of the end of each Relevant Period to Consolidated Adjusted EBITDA for such Relevant Period falls (as evidenced by a Compliance Certificate delivered to the Agent on or before the declaration, payment or making of a Controlled Transaction falling within the description of this definition, setting out (in reasonable detail) computations as to compliance with the below ratio):


Date of Controlled Transaction	Ratio of Debt to Consolidated Adjusted EBITDA	Amount
From the Third Effective Date to 30 June 2020	Lower than or equal to 4.25 to 1	Unlimited
	Higher than 4.25 to 1 but lower than or equal to 4.50 to 1	S$500,000,000
	Higher than 4.50 to 1	Nil
Waiver Period	Lower than or equal to 4.25 to 1	Unlimited
Waiver Period	Higher than 4.25 to 1	S$500,000,000


Date of Controlled Transaction	Ratio of Debt to Consolidated Adjusted EBITDA	Amount
From 1 January 2023 to the date falling 12 Months after the TOP Date	Lower than or equal to 4.25 to 1	Unlimited
	Higher than 4.25 to 1 but lower than or equal to 4.50 to 1	S$500,000,000
	Higher than 4.50 to 1	Nil
Thereafter	Lower than or equal to 3.75 to 1	Unlimited
	Higher than 3.75 to 1 but lower than or equal to 4.00 to 1	S$500,000,000
	Higher than 4.00 to 1	Nil

provided that, during the Waiver Period, a transaction may only be designated by the Borrower as a “Permitted Transaction (Leverage Ratio)” if:

(A)

it is a Controlled Transaction (Dividends);

(B)

where the ratio of Debt as of the end of the Relevant Period to Consolidated Adjusted EBITDA for such Relevant Period is higher than 4.25 to 1:

(1)

Liquidity is greater than or equal to S$800,000,000 immediately following such Controlled Transaction (Dividends); and

(2)

the ratio of Consolidated Adjusted EBITDA to Consolidated Total Interest Expense for such Relevant Period is higher than 3.00 to 1,

in each case, as evidenced by a Compliance Certificate delivered to the Agent on or before the declaration, payment or making of such Controlled Transaction (Dividends), setting out (in reasonable detail) computations as to compliance with the ratios above; and

(C)

the Borrower, by not less than three Business Days’ prior written notice to the Agent, notifies the Agent of such proposed Controlled Transaction (Dividends) and the Sponsor’s (and/or, as the case may be, the Sponsor Group’s) intended use of the proceeds of such proposed Controlled Transaction (Dividends).

For the purposes of this definition:

“Controlled Transaction (Dividends)” means a transaction falling within the description of paragraph (a) of the definition of “Controlled Transaction”.

“Liquidity” means, at any time, an amount equal to the aggregate amount of:

(a)

cash which the Borrower beneficially owns at such time; and

(b)

the Available Facility in respect of Facility B at such time.

“Waiver Period” means the period from 1 July 2020 (inclusive) to 31 December 2022 (inclusive).

“Permitted Transaction (Miscellaneous)” means any Controlled Transaction:

(a)

which is designated by the Borrower as a “Permitted Transaction (Miscellaneous)”;

(b)

where no Default is continuing or would reasonably be expected to result from such Controlled Transaction; and

(c)

where the amount of such Controlled Transaction, when aggregated with the amounts of all other Controlled Transactions falling within the description of this definition does not exceed S$5,000,000 (or its equivalent in another currency or currencies) in any financial year of the Borrower.

“Prepayment Account” means a Singapore Dollar denominated account of the Borrower with the principal Singapore offices of the Security Trustee which is, or will be, the subject of the Debenture and designated as a “Prepayment Account” by the Borrower and the Agent.

“Proforma Consolidated Adjusted EBITDA” means:

(a)

for the purpose of Clause 8.5 (Mandatory prepayment from Net Sale Proceeds) in relation to any Exempt Disposal, the Consolidated Adjusted EBITDA for the Relevant Period ending on the last Relevant Date falling on or before the completion date of such Exempt Disposal, less (or, if negative, plus) such part of the Consolidated Adjusted EBITDA for that Relevant Period attributable to the asset which is the subject matter of that Exempt Disposal; and

(b)

for the purpose of the definition of “Permitted Transaction (Designated Sale)”, in relation to any Designated Sale, the Consolidated Adjusted EBITDA for the Relevant Period ending on the last Relevant Date falling on or before the completion date of such Designated Sale, less (or, if negative, plus) such part of the Consolidated Adjusted EBITDA for that Relevant Period attributable to the asset which is the subject matter of that Designated Sale.

“Project Costs” means, for any period, the following costs, expenses and fees (without double counting) from time to time properly incurred and payable by the Borrower, any

Restricted Subsidiary or, as the case may be, any Affiliate during such period in connection with the implementation of the Expansion Project:

(a)

Construction Costs;

(b)

Borrower’s Costs; and

(c)

any other capital expenditure costs (excluding costs and expenses funded with Permitted FF&E Indebtedness), expenses or fees specifically approved as Project Costs (and whether payable prior to, on or after the TOP Date) by the Agent after consultation with the Borrower (subject to the approval of the Majority Lenders).

“Project Document” means:

(a)

a Construction Contract; or

(b)

a Construction Guarantee.

“Properties” means the properties set out in Schedule 8 (Properties), being the Original Property and the Expansion Property.

“Purchase Money Indebtedness” means any Financial Indebtedness (including any indebtedness for or in respect of any lease or hire purchase contract which would fall within paragraph (d) of the definition of “Financial Indebtedness” subject to any exclusion in that paragraph) incurred or to be incurred by the Borrower or any Obligor:

(a)

for the purpose of:

(i)

financing its acquisition or lease of any asset including without limitation, any automobile, equipment or machinery; and/or

(ii)

refinancing any Financial Indebtedness referred to in sub-paragraph (i) above;

(b)

which, when aggregated with all Financial Indebtedness described in this definition then outstanding, does not exceed S$30,000,000 (or its equivalent in any other currency or currencies);

(c)

which, on the date it is incurred, no Event of Default is continuing or would reasonably be expected to result from the incurring of such Financial Indebtedness; and

(d)

a reasonable summary of which (and any applicable Purchase Money Security) will be supplied to the Agent within ten Business Days of the Borrower or that Obligor incurring (or being contractually entitled to incur) such Financial Indebtedness.

“Purchase Money Security” means any Security created or to be created by the Borrower or any Obligor over or affecting any asset described in paragraph (a)(i) of the definition of

“Purchase Money Indebtedness” where:

(a)

the purpose of such Security is to secure the Purchase Money Indebtedness incurred by the Borrower or that Obligor to acquire (or refinance the acquisition of) such asset;

(b)

the beneficiary of such Security has no right of recovery for any such Purchase Money Indebtedness against any Transaction Security; and

(c)

a reasonable summary of which will be supplied to the Agent within ten Business Days of the Borrower or that Obligor incurring that Purchase Money Indebtedness.

“Quantity Surveyor” means any reputable firm of quantity surveyors which is a full member or fellow (but excluding honorary fellow) of the Singapore Institute of Surveyors and Valuers appointed by the Borrower and notified to the Agent in connection with the Expansion Project.

“Quantity Surveyor’s Construction Costs Estimate” means the report by the Quantity Surveyor setting out (in reasonable detail) the total Construction Costs (whether incurred or to be incurred) in order to ensure that the Temporary Occupation Permit is obtained for the Expansion Project (whether payable prior to, on or after the TOP Date).

“Quantum Notice” means a Proceeds Quantum Notice or a Borrowings (Permitted Refinancing Indebtedness) Quantum Notice, each as defined in the Intercreditor Agreement.

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period.

“Rate Switch Date” means the earlier of:

(a)

the Backstop Rate Switch Date; and

(b)

any Rate Switch Trigger Event Date.

“Rate Switch Trigger Event” means, in relation to the Screen Rate:

(a)

(i)

the administrator of the Screen Rate or its supervisor publicly announces that such administrator is insolvent; or

(ii)

information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of the Screen Rate is insolvent,

provided that, in each case, at that time, there is no successor administrator to continue to provide the Screen Rate;

(b)

the administrator of the Screen Rate publicly announces that it has ceased, or will cease, to provide the Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide the Screen Rate;

(c)

the supervisor of the administrator of the Screen Rate publicly announces that the Screen Rate has been or will be permanently or indefinitely discontinued;

(d)

the administrator of the Screen Rate or its supervisor publicly announces that the Screen Rate may no longer be used; or

(e)

the supervisor of the administrator of the Screen Rate publicly announces or publishes information:

(i)

stating that the Screen Rate is no longer, or as of a specified future date will no longer be, representative of the underlying market and the economic reality that it is intended to measure and that such representativeness will not be restored (as determined by such supervisor); and

(ii)

with awareness that any such announcement or publication will engage certain triggers for fallback provisions in contracts which may be activated by any such pre cessation announcement or publication.

“Rate Switch Trigger Event Date” means:

(a)

in the case of an occurrence of a Rate Switch Trigger Event described in paragraph (a) of the definition of Rate Switch Trigger Event, the date on which the Screen Rate ceases to be published or otherwise becomes unavailable;

(b)

in the case of an occurrence of a Rate Switch Trigger Event described in paragraphs (b), (c) or (d) of the definition of Rate Switch Trigger Event, the date on which the Screen Rate ceases to be published or otherwise becomes unavailable; and

(c)

in the case of an occurrence of a Rate Switch Trigger Event described in paragraph (e) of the definition of Rate Switch Trigger Event, the date on which the Screen Rate ceases to be representative of the underlying market and the economic reality that it is intended to measure (as determined by the supervisor of the administrator of the Screen Rate).

“Redemption” has the meaning given to it in Clause 22.13 (Restricted payments).

“Reference Banks” means the principal Singapore offices of DBS Bank Ltd., Malayan Banking Berhad, Oversea-Chinese Banking Corporation Limited and United Overseas Bank Limited, or such other banks as may be appointed by the Agent in consultation with the Borrower.

“Relevant Date” means the last day of each Accounting Quarter.

“Relevant Debt” means Debt, excluding any Guarantee of any Permitted Aircraft/Watercraft Indebtedness (other than the amount of any claim or demand made on such Guarantee).

“Relevant Market” means the market specified as such in the applicable Compounded Rate Terms.

“Relevant Net Sale Proceeds” has the meaning given to it in Clause 8.5 (Mandatory prepayment from Net Sale Proceeds).

“Relevant Period” means in the case of Consolidated Adjusted EBITDA, Consolidated Total Interest Expense and Proforma Consolidated Adjusted EBITDA, each period of four rolling Accounting Quarters ending on the applicable Relevant Date.

“Repeating Representations” means:

(a)

each of the representations set out in Clauses 19.1 (Status) to 19.4 (Power and authority), 19.6 (Governing law and enforcement), paragraph (a) of 19.8 (No default), paragraph (a) of 19.9 (No misleading information), 19.10 (Financial statements) (other than paragraph (c) thereof) to 19.18 (Environmental releases) and 19.20 (Governmental Regulation) to 19.22 (Sanctions); and

(b)

each of the representations expressed to be a repeating representation under the terms of any other Finance Document.

“Reporting Day” means the day (if any) specified as such in the applicable Compounded Rate Terms.

“Reporting Time” means the relevant time (if any) specified as such in the applicable Compounded Rate Terms.

“Restricted Person” means:

(a)

any person that owns or operates a casino located in Singapore, Macau, the United Kingdom, the States of Nevada or New Jersey or Michigan, or the Commonwealths of Massachusetts or Pennsylvania, or any other jurisdiction in which the Sponsor or any of its Subsidiaries has obtained or applied for a gaming licence (or is an Affiliate of such a person); provided that a passive investment constituting less than ten per cent. of the common stock of any such casino shall not constitute ownership thereof for the purposes of this definition;

(b)

any person that owns or operates a convention, trade show, conference center or exhibition facility in Singapore, Macau, the United Kingdom, Las Vegas, Nevada or Xxxxx County, Nevada, the State of New Jersey or Michigan or the Commonwealths of Massachusetts or Pennsylvania, or any other jurisdiction in which the Sponsor or any of its Subsidiaries owns, operates or is developing a convention, trade show, conference center or exhibition facility (or an Affiliate of such a person); provided that a passive investment constituting less than ten per cent. of the common stock

of any such convention or trade show facility shall not constitute ownership for the purpose of this definition;

(c)

any union pension fund or Affiliate thereof; provided that any intermingled fund or managed account which has as part of its assets under management the assets of a union pension fund shall not be disqualified from being an Eligible Lender hereunder so long as the manager of such fund is not controlled by a union or a union does not own ten per cent. or more of the assets of such fund; or

(d)

any person denied approval or licence, or found unsuitable to be given such approval or licence, under the gaming laws and the rules and regulations of the gaming authorities in Singapore, Macau, the United Kingdom, the States of Nevada or New Jersey or the Commonwealths of Massachusetts or Pennsylvania or any other applicable jurisdiction.

“Restricted Subsidiary” means a Subsidiary of the Borrower that is not an Excluded Subsidiary, whether existing on the original date of this Agreement or subsequently formed or acquired.

“Restricted Subsidiary Debenture” means a fixed and floating charge security document between a Restricted Subsidiary and the Security Trustee in respect of the assets of that Restricted Subsidiary (but excluding any assets comprising capital stock or other equity interests owned by such Restricted Subsidiary and other assets that the Majority Lenders may agree (acting reasonably) to exclude), in form and substance reasonably satisfactory to the Agent.

“Restricted Subsidiary Offshore Collection Account Security Document” means each security document (other than a Restricted Subsidiary Debenture) executed by a Restricted Subsidiary as Security over an Offshore Collection Account required to be charged in favour of the Security Trustee in accordance with Clause 22.10 (Accounts).

“Retail Properties” means the Marina Bay Sands Shoppes, an enclosed air conditioned area located within Integrated Resort 1 low rise buildings occupying Xxxxxxxx 0, Xxxxxxxx 0, X0 Xxxxxxxxx and Level 1 consisting of several hundred retail outlets with accompanying food precinct, ticketed attractions and public thoroughfares, together with any other retail areas, restaurant areas, ticketed attractions and related facilities located within the Integrated Resorts.

“RFR” means the rate specified as such in the applicable Compounded Rate Terms.

“RFR Banking Day” means any day specified as such in the applicable Compounded Rate Terms.

“Rollover Termination Event” means an Acceleration Date occurs.

“RP/CP Hivedown Refinancing Indebtedness” means Financial Indebtedness incurred or to be incurred by the Borrower or any Restricted Subsidiary (other than Permitted Refinancing Indebtedness):

(a)

which is designated by the Borrower as “RP/CP Hivedown Refinancing Indebtedness”;

(b)

for the purpose of:

(i)

refinancing the Senior Liabilities (other than Facility B), the Secured Incremental Liabilities and/or the Secured Permitted Refinancing Liabilities (in each case, in whole or in part); and/or

(ii)

refinancing any Financial Indebtedness referred to in sub-paragraph (i) above;

(c)

where, not later than five Business Days before the date that the Financial Indebtedness is to be incurred, the Borrower delivers to the Agent:

(i)

details of such Financial Indebtedness; and

(ii)

(d)

where, on the date the Financial Indebtedness is incurred, no Event of Default is continuing or would reasonably be expected to result from the incurring of such Financial Indebtedness;

(e)

where the Head Lessor and the relevant Governmental Agencies have approved such refinancing and the issue of separate title (whether strata or otherwise) for the Retail Properties (or the relevant portion thereof) and/or Car Park (or the relevant portion thereof), as applicable, in a manner that the Agent is reasonably satisfied will not materially and adversely affect the interests of the Lenders (taken as a whole); and

(f)

where the relevant portion of the proceeds from such Financial Indebtedness will be paid directly to the Security Trustee and applied in accordance with Clause 2 (Mandatory Prepayment) of the Intercreditor Agreement.

“RP/CP Hivedown Security” means any Security created or to be created by the Borrower or any Restricted Subsidiary over or affecting the Retail Properties (or the relevant portion thereof) and/or the Car Park (or the relevant portion thereof) which are or will be the subject of a RP/CP Hivedown Refinancing Indebtedness, where:

(a)

the purpose of such Security is to secure the RP/CP Hivedown Refinancing Indebtedness incurred by the Borrower or any other Obligor in relation to the Retail

Properties (or the relevant portion thereof) and/or the Car Park (or the relevant portion thereof);

(b)

the Agent is reasonably satisfied that the part of the Retail Properties and/or the Car Park, if any, that continues to be financed by the Facilities, shall remain subject to the Security created by the relevant Security Documents;

(c)

the Agent is reasonably satisfied that all the other Properties (other than the Retail Properties (or the relevant portion thereof) and/or Car Park (or the relevant portion thereof) subject to the RP/CP Hivedown Refinancing Indebtedness shall remain subject to the Security created by the relevant Security Documents; and

(d)

details (reasonably satisfactory to the Agent) of which have been supplied to the Agent.

“Sanctions” means any trade, economic or financial sanctions, embargoes or restrictive measures or related laws or regulations enacted, imposed, administered or enforced from time to time by:

(a)

Singapore and any Governmental Agency thereof (including the Monetary Authority of Singapore);

(b)

the United Nations Security Council;

(c)

the United States of America and any Governmental Agency thereof (including the Office Of Foreign Assets Control of the US Department of Treasury, the US Department of State and the US Department of Treasury);

(d)

the European Union;

(e)

the United Kingdom and any Governmental Agency thereof (including Her Majesty’s Treasury); or

(f)

any other applicable jurisdiction and any Governmental Agency thereof.

“Sands XxxXx” means the Subsidiary of the Sponsor which the Borrower has designated to the Agent as the “Sands XxxXx”.

“Screen Rate” means the rate per annum (expressed as a percentage) for the relevant period appearing under the caption “ASSOCIATION OF BANKS IN SINGAPORE TRADE-BASED BENCHMARKS” and the column headed “SGD SOR RATES AS OF 11:00 HRS LONDON TIME” on the page “ABSFIX01” of the Reuters Monitor Money Rates Services (or such other page as may replace that page for the purpose of displaying the swap offer rates of leading reference banks). If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Borrower and the Lenders.

“Second Amendment and Restatement Agreement” means the second amendment and restatement agreement dated 14 March 2018 and made between the Borrower, the Lenders, the Agent and the Security Trustee, in relation to this Agreement.

“Second Amendment Letter” means the second amendment letter dated 18 June 2020 and made between the Borrower and the Agent, in relation to this Agreement.

“Secured Documents” means the Finance Documents, the Hedging Documents, the Secured Incremental Indebtedness Documents, the Secured Mezzanine Indebtedness Documents and the Secured Permitted Refinancing Indebtedness Documents.

“Secured Incremental Indebtedness” means any Incremental Indebtedness which is secured by the Transaction Security in accordance with the provisions of the definition of “Incremental Indebtedness”.

“Secured Incremental Indebtedness Creditor” means an Incremental Indebtedness Creditor which accedes as a Secured Incremental Indebtedness Creditor to the Intercreditor Agreement in accordance with the terms thereof.

“Secured Incremental Indebtedness Document” means any facility agreement, credit agreement, indenture, note purchase agreement or other document relating to, constituting or otherwise evidencing any Secured Incremental Indebtedness.

“Secured Incremental Liabilities” means all present and future moneys, debts and liabilities due, owing or incurred by the Borrower or any Obligor to any Secured Incremental Indebtedness Creditor which constitute Secured Incremental Indebtedness (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise).

“Secured Mezzanine Indebtedness” means any Mezzanine Indebtedness which is secured by the Transaction Security in accordance with the provisions of the definition of “Mezzanine Indebtedness”.

“Secured Mezzanine Indebtedness Creditor” means a Mezzanine Indebtedness Creditor which accedes as a Secured Mezzanine Indebtedness Creditor to the Intercreditor Agreement in accordance with the terms thereof.

“Secured Mezzanine Indebtedness Document” means any facility agreement, credit agreement, indenture, note purchase agreement or other document relating to, constituting or otherwise evidencing any Secured Mezzanine Indebtedness.

“Secured Mezzanine Liabilities” means all present and future moneys, debts and liabilities due, owing or incurred by the Borrower or any other Obligor to any Secured Mezzanine Indebtedness Creditor which constitute Secured Mezzanine Indebtedness (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise).

“Secured Party” means a Finance Party, a Hedging Bank, a Secured Incremental Indebtedness Creditor, a Secured Mezzanine Indebtedness Creditor or a Secured Permitted Refinancing Indebtedness Creditor.

“Secured Permitted Refinancing Indebtedness” means any Permitted Refinancing Indebtedness which is secured by the Transaction Security in accordance with the provisions of the definition of “Permitted Refinancing Indebtedness”.

“Secured Permitted Refinancing Indebtedness Creditor” means a Permitted Refinancing Indebtedness Creditor which accedes as a Secured Permitted Refinancing Indebtedness Creditor to the Intercreditor Agreement in accordance with the terms thereof.

“Secured Permitted Refinancing Indebtedness Document” means any facility agreement, credit agreement, indenture, note purchase agreement or other document relating to, constituting or otherwise evidencing any Secured Permitted Refinancing Indebtedness.

“Secured Permitted Refinancing Liabilities” means all present and future moneys, debts and liabilities due, owing or incurred by the Borrower or any other Obligor to any Secured Permitted Refinancing Indebtedness Creditor which constitute Secured Permitted Refinancing Indebtedness (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise).

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Documents” means the Assignment of Development Agreement (Expansion Property), the Assignment of Insurances, the Assignment of Proceeds, the Assignment of Project Documents, the Debenture, the Intercreditor Agreement, the Mortgages, each Borrower Offshore Collection Account Security Document, each Restricted Subsidiary Debenture, each Restricted Subsidiary Offshore Collection Account Security Document, the 2018 Second Intercreditor Agreement Amendment and Restatement Agreement, each Subordination Agreement, each 2014 Supplemental Security Document, each 2019 Supplemental Security Document and any other Security or other document that may at any time be given as Security for any of the Senior Liabilities pursuant to or in connection with any Finance Document.

“Selection Notice” means a notice substantially in the form set out in Part II of Schedule 3 (Requests) given in accordance with Clause 10 (Interest Periods) in relation to Facility A, Facility C or Facility D.

“Senior Liabilities” means all present and future moneys, debts and liabilities due, owing or incurred by the Obligors to any Finance Party under or in connection with any Finance Document (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise).

“Singapore Dollars” or “S$” means the lawful currency of Singapore.

“Specified Time” means a time determined in accordance with Schedule 10 (Timetables).

“Sponsor” means Las Vegas Sands Corp., corporate identification number C21244-2004, a corporation incorporated under the laws of the State of Nevada, United States of America.

“Sponsor Group” means the Sponsor and its Subsidiaries for the time being.

“Sterling” or “£” means the lawful currency of the United Kingdom.

“Subordinated Debt” means Internal Subordinated Debt or External Subordinated Debt.

“Subordinated Payment” has the meaning given to it in Clause 22.13 (Restricted payments).

“Subordination Agreement” means an External Subordination Agreement or an Internal Subordination Agreement.

“Subsidiary” means, in relation to any company or corporation (a “holding company”), a company or corporation:

(a)

which is controlled, directly or indirectly, by the holding company;

(b)

more than half the issued share capital of which is beneficially owned, directly or indirectly, by the holding company; or

(c)

which is a Subsidiary of another Subsidiary of the holding company,

and, for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to determine the composition of the majority of its board of directors or equivalent body.

“Supplemental Agreement” means the supplemental agreement dated 11 December 2009 and made between the Head Lessor and the Borrower which amends, modifies and supplements the Development Agreement (Original Property).

“SWAP Rate” means, in relation to any Term Rate Loan or Unpaid Sum relating thereto:

(a)

the applicable Screen Rate as of the Specified Time (or such other time as may be market practice in the Singapore interbank market) on the Quotation Day for the displaying of the swap offer rate for a period comparable to the Interest Period for that Loan or Unpaid Sum (or, in respect of any Interest Period of a two-Month duration, the rate determined through the use of linear interpolation by reference to two rates, one of which shall be the Screen Rate as of the Specified Time on the Quotation Day for the displaying of the swap offer rate for a one-Month period and the other of which shall be the Screen Rate as of the Specified Time on the Quotation Day for the displaying of the swap offer rate for a three-Months period);

(b)

(if no Screen Rate is available for the Interest Period for that Loan or Unpaid Sum) any substitute rate announced by the Administrator by the Specified Time on the Quotation Day as the swap offer rate for a period comparable to the Interest Period for that Loan (or, in respect of any Interest Period of a two-Month duration, the rate determined through the use of linear interpolation by reference to two rates, one of which shall be the substitute rate announced by the Administrator as of the Specified Time on the Quotation Day for the displaying of the swap offer rate for a one-Month period and the other of which shall be the substitute rate announced by the Administrator as of the Specified Time on the Quotation Day for the displaying of the swap offer rate for a three-Months period); or

(c)

(if no such substitute rate for the Interest Period for that Loan or Unpaid Sum is announced or the Screen Rate for the Interest Period for that Loan or Unpaid Sum is zero or negative) the arithmetic mean of the rates (rounded upwards to four decimal places), as supplied to the Agent at its request, quoted by the Reference Bank(s) to leading banks in the Singapore interbank market to be the swap offer rate for that Interest Period relating to that Loan or Unpaid Sum at or as soon as reasonably practicable after the Specified Time on the Quotation Day.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tax Deduction” has the meaning given to such term in Clause 13.1 (Tax definitions).

“Temporary Occupation Permit” means any temporary occupation permit issued under Section 12(3) of the Building Control Xxx 0000 of Singapore permitting the temporary occupation of the buildings on the Expansion Property subject to the written directions to be issued thereafter.

“Term Facility” means Facility A, Facility C or Facility D.

“Term Facility Lender” means a Facility A Lender, a Facility C Lender or a Facility D Lender.

“Term Loan” means a Facility A Loan, a Facility C Loan or a Facility D Loan.

“Term Rate Loan” means any Loan or, if applicable, Unpaid Sum which is not a Compounded Rate Loan.

“Termination Date” means:

(a)

(in relation to Facility A) the Facility A Termination Date;

(b)

(in relation to Facility B) the Facility B Termination Date;

(c)

(in relation to Facility C) the earlier of the final maturity date set out in the applicable Increase Confirmation and the Facility C Longstop Termination Date; or

(d)

(in relation to Facility D) the Facility D Termination Date.

“Third Amendment and Restatement Agreement” means the third amendment and restatement agreement dated 30 August 2019 and made between the Borrower, the Lenders, the Agent and the Security Trustee, in relation to this Agreement.

“Third Amendment Letter” means the third amendment letter dated 7 September 2021 and made between the Borrower and the Agent, in relation to this Agreement.

“Third Effective Date” has the meaning given to it in Clause 3 (Third Effective Date) of the Third Amendment and Restatement Agreement.

“TOP Date” means the date on which those parts of Integrated Resort 2 which are required under the Building Control Act 1989 of Singapore to be issued with Temporary Occupation Permits, are issued Temporary Occupation Permits.

“Total Ancillary Commitments” means the aggregate of the Ancillary Commitments.

“Total Ancillary Limit” means the Total Ancillary Commitments for the time being or, if less, the Total Facility B Commitments.

“Total Commitments” means the aggregate of the Total Facility A Commitments, the Total Facility B Commitments, the Total Facility C Commitments, the Total Facility D Commitments and the Total Ancillary Commitments, being S$8,671,050,000.

“Total Facility A Commitments” means the aggregate of the Facility A Commitments, being S$4,171,050,000.

“Total Facility B Commitments” means the aggregate of the Facility B Commitments, being S$750,000,000.

“Total Facility C Commitments” means, subject to any increase in Facility C under Clause 2.3 (Accordion Feature – Increase in Facility C), the aggregate of the Facility C Commitments, being nought.

“Total Facility D Commitments” means the aggregate of the Facility D Commitments, being S$3,750,000,000.

“Transaction Documents” means the Finance Documents and the Commercial Documents.

“Transaction Security” means the Security created or evidenced or expressed to be created or evidenced under or pursuant to the Security Documents.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower.

“Transfer Date” means, in relation to an assignment or a transfer, the later of:

(a)

the proposed Transfer Date specified in the relevant Transfer Certificate; and

(b)

the date on which the Agent executes the relevant Transfer Certificate.

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“US Dollars” or “US$” means the lawful currency of the United States of America.

“Utilisation” means a Loan or a utilisation under an Ancillary Facility.

“Utilisation Date” means the date on which a Loan is, or is to be, made.

“Utilisation Request” means a notice substantially in the form set out in Part I of Schedule 3 (Requests).

“Valuation Report” means, in relation to the Properties (or any part of the Properties), a valuation report substantially in the form of the valuation report dated 19 March 2018 delivered to the Agent, carried out at the cost and expense of the Borrower, specifying “as is” value of the Properties (or that part of the Properties), carried out by an Approved Valuer in accordance with standards and practices for the time being accepted in the professional valuer’s profession in Singapore, such valuation to be addressed to the Agent (as Agent for the Lenders).

1.2

Construction

(a)	Unless a contrary indication appears, any reference in this Agreement to:

(i)

any “Administrative Party”, any “Ancillary Lender”, the “Agent”, the “Arranger”, the “Borrower”, any “Finance Party”, any “Hedging Bank”, any “HoldCo”, any “Lender”, any “Obligor”, any “Party”, any “Secured Party”, the “Security Trustee” or the “Sponsor” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii)

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

(iii)

the Borrower providing “cash cover” for a contingent liability under a Secured Document, means the Borrower paying an amount in the currency of the contingent liability (as the case may be) to an interest-bearing deposit account in the name of the Borrower (with interest accruing to the benefit of the Borrower) and the following conditions are met:

(A)

the account is with the Security Trustee or, in relation to a Secured Document, the relevant Secured Party;

(B)

where the amount is being provided pursuant to paragraph (a) of Clause 21.2 (Rectification), withdrawals from the account may only be made pursuant to paragraph (b) of Clause 21.2 (Rectification) and in every other case, withdrawals from the account may only be made to pay the relevant Secured Parties amounts due and payable to them under that Secured Document in respect of the relevant contingent liability until no amount is or may become outstanding under that Secured Document; and

(C)

if the Security Trustee or the relevant Secured Parties requires, the Borrower has executed a security document over that account, in form and substance reasonably satisfactory to the Security Trustee or (as the case may be) the relevant Secured Party with which that account is held, creating a first ranking security interest over that account;

(iv)

any document being “certified” by the Borrower or to any “certificate” of the Borrower, means certification by a director, authorised officer, authorised signatory or (to the extent that he or she is authorised by the Borrower to give such certification) the company secretary of the Borrower;

(v)

a Lender’s “cost of funds” in relation to its participation in a Loan is a reference to the average cost (determined either on an actual or a notional basis) which that Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in that Loan for a period equal in length to the Interest Period of that Loan;

(vi)

“documented” in relation to costs and expenses, means the reasonable itemisation of such costs and expenses;

(vii)

the “equivalent” in any currency (the “first currency”) of any amount in another currency (the “second currency”) shall be construed as a reference to the amount in the first currency which could be purchased with that amount in the second currency at the Agent’s spot rate of exchange for the purchase of the first currency with the second currency in the Singapore foreign exchange market at or about 11:00 a.m. on the applicable day (or at or about such time and on such date as the Agent may from time to time reasonably determine to be appropriate in the circumstances);

(viii)

“including” shall be construed as “including without limitation” (and cognate expressions shall be construed similarly);

(ix)

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

(x)

a Lender’s “participation” in a Loan or Unpaid Sum includes an amount (in the currency of such Loan or Unpaid Sum) representing the fraction or portion (attributable to such Lender by virtue of the provisions of this Agreement) of the total

amount of such Loan or Unpaid Sum and the Lender’s rights under this Agreement in respect thereof;

(xi)

a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality), or two or more of the foregoing;

(xii)

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(xiii)

the Borrower “repaying” or “prepaying” any guarantee, documentary credit facility or hedging facility means:

(A)

the Borrower providing cash cover for that facility;

(B)

the maximum amount payable under that facility being reduced or cancelled in accordance with its terms; or

(C)

the provider of that facility being reasonably satisfied that such facility has been released, cancelled, terminated or otherwise secured to its satisfaction and such provider has no further liability under that facility,

and the amount by which that facility is repaid or prepaid under sub-paragraphs (xii)(A) and (xii)(B) above is the amount of the relevant cash cover or reduction;

(xiv)

“shares” or “share capital” includes equivalent ownership interests (and “shareholder” and similar expressions shall be construed accordingly);

(xv)

a “Transaction Document” or any other agreement or instrument is a reference to that Transaction Document or other agreement or instrument as amended, novated, supplemented, extended, restated (however fundamentally and whether or not more onerous, and in the case of the Development Agreement (Expansion Property) or a Head Lease, shall include any written approval or understanding received by the Borrower from the Head Lessor that has the practical effect of amending or varying the terms of the Development Agreement (Expansion Property) or a Head Lease) or replaced and includes any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Transaction Document or other agreement or instrument;

(xvi)

a utilisation made or to be made by the Borrower or borrowed by the Borrower under an Ancillary Facility includes any guarantee, bond or letter of credit issued on its behalf under that Ancillary Facility;

(xvii)

an Ancillary Lender funding a utilisation under an Ancillary Facility includes an Ancillary Lender issuing a guarantee, bond or letter of credit under an Ancillary Facility;

(xviii)

amounts outstanding under this Agreement include amounts outstanding under any Ancillary Facility;

(xix)

an outstanding amount of an Ancillary Facility at any time is the maximum amount that is or may be payable by the Borrower in respect of that Ancillary Facility at that time;

(xx)

a provision of law is a reference to that provision as amended or re-enacted; and

(xxi)

a time of day is a reference to Singapore time.

(b)	Section, Clause and Schedule headings are for ease of reference only.

(c)	Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d)	A Default (including an Event of Default) is “continuing” if it has not been remedied or waived.

(e)	A reference in this Agreement to a page or screen of an information service displaying a rate shall include:

(i)

any replacement page of that information service which displays that rate; and

(ii)

the appropriate page of such other information service which displays that rate from time to time in place of that information service,

and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Agent after consultation with the Borrower.

(f)	Any Compounded Rate Supplement overrides anything in:

(i)

Schedule 13 (Compounded Rate Terms); or

(ii)

any earlier Compounded Rate Supplement.

(g)	A Compounding Methodology Supplement relating to the Cumulative Compounded RFR Rate overrides anything relating to that rate in:

(i)

Schedule 14 (Cumulative Compounded RFR Rate (Without Observation Shift)), as the case may be; or

(ii)

any earlier Compounding Methodology Supplement.

1.3

Third party rights

(a)	Unless expressly provided to the contrary in this Agreement, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Xxx 0000 of Singapore to enforce or to enjoy the benefit of any term of this Agreement.

(b)	Notwithstanding any term of this Agreement, the consent of any person who is not a Party is not required for any variation (including any release or compromise of any liability under) or termination of this Agreement at any time.

1.4

Eligible Lender

Each Original Lender confirms to the Borrower that, on the original date of this Agreement, it is an Eligible Lender.

2.	The Facilities

2.1

The Facilities

Subject to the terms of this Agreement:

(a)

the Facility A Lenders make available to the Borrower a term loan facility in Singapore Dollars in an aggregate amount equal to the Total Facility A Commitments;

(b)

the Facility B Lenders make available to the Borrower a revolving credit facility in Singapore Dollars in an aggregate amount equal to the Total Facility B Commitments (parts of which may, from time to time and in an aggregate amount at any time up to the Total Ancillary Limit, be designated as Ancillary Facilities);

(c)

(subject to Clause 2.3 (Accordion Feature – Increase in Facility C)) the Facility C Lenders make available to the Borrower a term loan facility in Singapore Dollars in an aggregate amount equal to the Total Facility C Commitments; and

(d)

the Facility D Lenders make available to the Borrower a term loan facility in Singapore Dollars in an aggregate amount equal to the Total Facility D Commitments.

2.2

Finance Parties’ rights and obligations

(b)

The obligations of the Finance Parties under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(c)	The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a

Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. 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 an Obligor which relates to a Finance Party’s participation in a Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

(d)	A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

2.3

Accordion Feature – Increase in Facility C

(a)	Subject to this Clause 2.3, during the Accordion Period, the Borrower may by written notice to the Agent request that the Total Facility C Commitments be increased (and the Total Facility C Commitments shall be so increased) as follows:

(i)

the increased Facility C Commitments will be assumed by:

(A)

one or more Lenders; or

(B)

any other person which is an Eligible Lender,

(each an “Increase Lender”) selected by the Borrower and each of which has confirmed its willingness to assume and does assume such part of the increased Facility C Commitments which it is to assume;

(ii)

that Increase Lender shall become a Party as a “Facility C Lender” and:

(A)

each of the Obligors and that Increase Lender shall assume obligations towards one another and/or acquire rights against one another; and

(B)

each of the other Finance Parties and that Increase Lender shall assume obligations towards one another and acquire rights against one another,

in each case, in accordance with the provisions of the Finance Documents;

(iii)

the Commitments of the other Lenders then subsisting shall continue in full force and effect;

(iv)

any increase in the Total Facility C Commitments shall take effect on the date specified by the Borrower in the Increase Confirmation or any later date on which the conditions set out in paragraph (b) below are satisfied (the “Establishment Date”);

(v)

any such increase constituting Available Facility in respect of Facility C shall be available for drawing by the Borrower for the period from and including its Establishment Date to and including the date which is 60 days after that date in accordance with this Agreement, and any part of that Available Facility which is

undrawn at the close of business in Singapore on the last day of that period shall be automatically cancelled;

(vi)

(A) the Margin applicable to any Facility C Loan borrowed (or to be borrowed) under any such increase shall be the applicable percentage(s) per annum and (B) the fees applicable to any Facility C Loan borrowed (or to be borrowed) under any such increase shall be the applicable amount(s) or percentage(s), in each case as agreed between the Borrower and the relevant Increase Lenders to which that Loan relates, as set out in the relevant Increase Confirmation;

(vii)

the repayment schedule applicable to any Facility C Loan borrowed (or to be borrowed) under any such increase shall be as agreed between the Borrower and the relevant Increase Lenders to which that Loan relates, as set out in the relevant Increase Confirmation, provided that such repayment schedule shall comply with Clause 7.3 (Repayment of Facility C Loans);

(viii)

(to the extent different from those contained in the Finance Documents) the terms relating to mandatory prepayment applicable to any Facility C Loan borrowed (or to be borrowed) under any such increase shall be as agreed between the Borrower and the relevant Increase Lenders to which that Loan relates, as set out in the relevant Increase Confirmation, provided that those terms shall not be more favourable to the relevant Increase Lenders than those for the benefit of the Facility A Lenders as contained in the Finance Documents; and

(ix)

each Increase Confirmation may, without the consent of any Lender (other than the Increase Lenders to which that Increase Confirmation relates), effect such amendments to this Agreement and the other Finance Documents:

(A)

which are of a technical nature; or

(B)

which do not directly affect any Lender (other than the Increase Lenders to which that Increase Confirmation relates),

as, in the reasonable opinion of the Agent, may be necessary or appropriate for giving full effect to the provisions of this Clause 2.3.

(b)	An increase in the Total Facility C Commitments will only be effective on:

(i)

the receipt by the Agent of a certificate signed by a director or chief financial officer of the Borrower and each Guarantor, certifying that such increase shall not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded;

(ii)

the execution by the Agent and the Borrower of an Increase Confirmation from the relevant Increase Lender in compliance with the provisions of this Agreement (including, without limitation, Clause 7.3 (Repayment of Facility C Loans)); and

(iii)

in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase:

(A)

the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and

(B)

the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Facility C Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Borrower and the Increase Lender,

provided that no Default is continuing or would reasonably be expected to result from such increase.

(c)	The Total Facility C Commitments shall not, at any time, exceed S$1,000,000,000 (or its equivalent in another currency or currencies).

(d)	An increase in the Total Facility C Commitments under this Clause 2.3 may only take place when the Available Facility in respect of Facility C is, at that time, zero.

(e)

Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

(f)	Clause 24.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.3 in relation to an Increase Lender as if references in that Clause to:

(i)

an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;

(ii)

the “New Lender” were references to that “Increase Lender”; and

(iii)

a “re-transfer” were references to respectively a “transfer”.

(g)	For the avoidance of doubt, the Existing Lenders may (but shall not be obliged to) participate in any increase in the Total Facility C Commitments under this Clause 2.3.

2.4

Non-Funding Lender

(a)	A Non-Funding Lender (for as long it is a Non-Funding Lender) shall not be entitled to:

(i)

receive any commitment fee under Clause 12.1 (Commitment fee) in respect of its Available Commitment under Facility B and/or Facility D for any day on which it is a Non-Funding Lender; or

(ii)

vote as a Lender, a Finance Party or a Secured Party for the purposes of the Finance Documents and shall not be polled (or its interests taken into consideration) by the Agent or the Security Trustee, and its vote shall instead be exercised by the other Lenders on a pro rata basis (except, in relation to its participation in any outstanding Loans, an amendment or waiver described in paragraphs (a)(iii), (a)(iv), (a)(v) or (a)(vii) of Clause 36.2 (Exceptions)) until:

(A)

that Non-Funding Lender makes available its Non-Funding Lender Amount to the Borrower (which shall be promptly accepted by the Borrower); or

(B)

another Lender or Lenders agree to accept a transfer of the Non-Funding Lender Amount pursuant to Clause 8.12 (Right of replacement of a single Lender).

(b)

Subject to the provisions of the Intercreditor Agreement, any payment of principal, interest, fees or other amounts received by the Agent for the account of a Non-Funding Lender (for as long as it is a Non-Funding Lender) other than pursuant to Clause 23.17 (Acceleration), shall be applied at such time or times as may be reasonably determined by the Agent in the following order:

(i)

first, in or towards payment of any unpaid fees, costs and expenses of any Administrative Party under the Finance Documents;

(ii)

second, where no Event of Default is continuing, if requested by the Borrower, to make available any Loan or any participation in any Utilisation in respect of which that Non-Funding Lender has failed to make available its portion thereof as required by this Agreement;

(iii)

third, if so agreed by the Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Non-Funding Lender to make available any future Loans or participation in any Utilisation under this Agreement;

(iv)

fourth, to the payment of any amounts owing to the Lenders (other than a Non-Funding Lender);

(v)

fifth, where no Event of Default is continuing, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Non-Funding Lender as a result of that Non-Funding Lender’s breach of its obligations under this Agreement; and

(vi)

sixth, to that Non-Funding Lender or as otherwise directed by a court of competent jurisdiction,

provided that if:

(A)

such payment is a repayment of the principal amount of any Loan in respect of which that Non-Funding Lender has not funded all or any part of its appropriate participation; and

(B)

such Loan was made when the conditions set out in Clause 4 (Conditions of Utilisation) have been satisfied or waived,

such payment shall be applied solely to repay the participations of all Lenders (other than that Non-Funding Lender) which participated in that Loan on a pro rata basis prior to being applied to the repayment of that Non-Funding Lender’s participation (if any) in that Loan. Any payments, prepayments or other amounts paid or payable to a Non-Funding Lender that are applied (or held) to pay amounts owed by a Non-Funding Lender in accordance with this paragraph (b) shall be deemed paid to and redirected by that Non-Funding Lender, and each Lender irrevocably consents hereto.

(c)	Nothing in this Clause 2.4 shall affect any other obligations of the Borrower to the Finance Parties (or any of them) under the Finance Documents.

(d)	The rights and remedies of the Borrower against a Non-Funding Lender under this Clause 2.4 are in addition to any other rights or remedies that the Borrower may have against that Non-Funding Lender with respect to its Non-Funding Lender Amount.

2.5

Borrower as Obligors’ agent

Each Obligor (other than the Borrower):

(a)

irrevocably authorises the Borrower to act on its behalf as its agent in relation to the Finance Documents, including:

(i)

to give and receive as agent on its behalf all notices, consents and instructions;

(ii)

to sign on its behalf all documents in connection with the Finance Documents (including amendments and variations of and consents under any Finance Documents, and to execute any new Finance Documents); and

(iii)

to take such other action as may be necessary or desirable under or in connection with the Finance Documents; and

(b)

confirms that it will be bound by any action taken by the Borrower under or in connection with the Finance Documents.

2.6

Acts of Borrower

(a)	The respective liabilities of each of the Obligors under the Finance Documents shall not be in any way affected by:

(i)

any actual or purported irregularity in any act done, or failure to act, by the Borrower;

(ii)

the Borrower acting (or purporting to act) in any respect outside any authority conferred upon it by any Obligor; or

(iii)

any actual or purported failure by or inability of the Borrower to inform any Obligor of receipt by it of any notification under the Finance Documents.

(b)	In the event of any conflict between any notices or other communications of the Borrower and any other Obligor, those of the Borrower shall prevail.

3.	Purpose

3.1

Purpose

(a)	The Borrower shall apply all amounts borrowed by it under:

(i)

Facility A, Facility B and/or Facility C towards:

(A)

refinancing the Existing Facilities (including payment of fees and expenses in connection therewith);

(B)

financing costs, fees and expenses (and Taxes on them) and stamp duty, registration and other similar Taxes incurred by the Borrower in connection with the provision of the Facilities;

(C)

financing the general corporate and working capital purposes of the Borrower Group, including the financing of investments and loans to the extent permitted under Clause 22.7 (Loans and guarantees) or Clause 22.15 (Acquisitions and investments);

(D)

financing the payment of dividends, distributions and other payments permitted under Clause 22.13 (Restricted payments); and/or

(E)

(in the case of Facility B) refinancing any then maturing Facility B Loan as contemplated by the definition of “Facility B Rollover Loan”; and

(ii)

Facility D towards partially financing and/or reimbursing the Project Costs.

(b)	The Borrower may not apply amounts borrowed by it under the Facilities towards financing any of the purposes set out in paragraph (a) above (other than paragraph (a)(i)(A) thereof) unless the Agent has received evidence in form and substance reasonably satisfactory to it

that all present and future moneys, debts and liabilities due, owing or incurred by the Borrower under or in connection with the Existing Facilities have been fully paid or discharged.

(c)	No amount borrowed under the Facilities or the Ancillary Facilities shall be applied:

(i)

towards refinancing any Permitted FF&E Indebtedness;

(ii)

towards refinancing any Permitted Aircraft/Watercraft Indebtedness; or

(iii)

in any manner that may be illegal or contravene any applicable law or regulation in any relevant jurisdiction concerning financial assistance by a company for the acquisition of or subscription for shares.

3.2

Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4.	Conditions of Utilisation

4.1

Initial conditions precedent

The Borrower may not make the first Utilisation occurring on and after the Fourth Effective Date unless the Agent has received all of the documents and other evidence listed in and appearing to comply with the requirements of Schedule 2 (Conditions Precedent) of the Fourth Amendment and Restatement Agreement. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

4.2

Further conditions precedent

The Lenders will be obliged to comply with Clause 5.4 (Lenders’ participations) only if:

(a)

on the date of the Utilisation Request and on the proposed Utilisation Date:

(i)

in the case of a Facility B Rollover Loan, no Rollover Termination Event has occurred; and

(ii)

in the case of any other Loan, no Default is continuing or would reasonably be expected to result from the proposed Loan;

(b)

on the date of the Utilisation Request and on the proposed Utilisation Date of a Loan other than a Facility B Rollover Loan, the Repeating Representations are true in all material respects;

(c)

on the proposed Utilisation Date of a Facility C Loan, the aggregate of:

(i)

the principal amount of that proposed Facility C Loan;

(ii)

all other Facility C Loans then outstanding; and

(iii)

all Incremental Indebtedness then outstanding,

does not exceed S$1,000,000,000 (or its equivalent in another currency or currencies);

(d)

on the proposed Utilisation Date of a Facility C Loan, the ratio of:

(i)

the aggregate of:

(A)

the Debt as of the last Relevant Date falling on or before that proposed Utilisation Date; and

(B)

the principal amount of that proposed Facility C Loan,

to:

(ii)

the Consolidated Adjusted EBITDA for the Relevant Period ending on the Relevant Date described in paragraph (d)(i)(A) above,

is less than or equal to 4.00 to 1, as evidenced by a Compliance Certificate delivered to the Agent on or before the date of such incurrence, setting out (in reasonable detail) computations as to compliance with the above ratio; and

(e)

(in the case of a Facility D Loan) on the date of the Utilisation Request, the Agent has received a certificate from the Borrower (signed by an authorised officer or authorised signatory of the Borrower) certifying the full amount of the Project Costs to which the proceeds of that Facility D Loan will be applied, and enclosing copies of the relevant order forms, invoices or receipts in respect of the Construction Costs to which the proceeds of that Facility D Loan will be applied.

4.2A

Conditions subsequent for Facility D

(a)

The Borrower may not make a Utilisation under Facility D where the proposed Utilisation Date falls after 31 March 2022 unless the Agent has received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions) in form and substance reasonably satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

(b)	For the avoidance of doubt, paragraph (a) above does not apply to any Facility D Loan made or to be made on a Utilisation Date falling on or before 31 March 2022.

4.3

Maximum number of Loans

(a)	The Borrower may not deliver a Utilisation Request if as a result of the proposed Loan:

(i)

more than five Facility A Loans would be outstanding;

(ii)

more than 15 Facility B Loans would be outstanding;

(iii)

more than five Facility C Loans would be outstanding; and

(iv)

more than 20 Facility D Loans would be outstanding.

(b)	The Borrower may not request that a Facility A Loan be divided if, as a result of the proposed division, more than five Facility A Loans would be outstanding.

(c)	The Borrower may not request that a Facility C Loan be divided if, as a result of the proposed division, more than five Facility C Loans would be outstanding.

(d)	The Borrower may not request that a Facility D Loan be divided if, as a result of the proposed division, more than 20 Facility D Loans would be outstanding.

5.	Utilisation – Loans

5.1

Delivery of a Utilisation Request

The Borrower may utilise Facility A, Facility B, Facility C or Facility D by way of a Loan by delivery to the Agent of:

(a)

an original duly completed Utilisation Request not later than the Specified Time (or such later time as the Agent (acting on the instructions of all Lenders participating in the relevant Loan) may agree); or

(b)

(i) a scanned copy of a duly completed Utilisation Request by email and followed by (ii) the original duly completed Utilisation Request (or a fax copy of the duly completed Utilisation Request), in each case, not later than the respective Specified Times (or such later time as the Agent (acting on the instructions of all Lenders participating in the relevant Loan) may agree).

5.2

Completion of a Utilisation Request

(a)	Each Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly completed unless:

(i)

it specifies that it is for a Loan;

(ii)

it identifies the Facility to be utilised;

(iii)

it identifies the purpose of the Loan;

(iv)

the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;

(v)

the currency and amount of the Loan comply with Clause 5.3 (Currency and amount);

(vi)

the proposed Interest Period complies with Clause 10 (Interest Periods); and

(vii)

it specifies the manner in which the proceeds of the Loan are to be credited.

(b)	Only one Loan may be requested in each Utilisation Request.

5.3

Currency and amount

(a)	The currency specified in a Utilisation Request must be Singapore Dollars.

(b)	The amount of the proposed Loan must be:

(i)

a minimum of S$500,000,000 for Facility A, a minimum of S$10,000,000 for Facility B, a minimum of S$200,000,000 for Facility C, a minimum of S$50,000,000 for Facility D or, in each case, if less, the Available Facility; and

(ii)

in any event such that it is less than or equal to the Available Facility.

5.4

Lenders’ participations

(a)	If the conditions set out in this Agreement have been met, each Lender participating in a Facility shall make its participation in each Loan under that Facility available to the Agent by the Utilisation Date through its Facility Office.

(b)	The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

(c)	The Agent shall by the Specified Time notify:

(i)

each Facility A Lender of the amount of each Facility A Loan and the amount of its participation in that Loan;

(ii)

each Facility B Lender of the amount of each Facility B Loan and the amount of its participation in that Loan;

(iii)

each Facility C Lender of the amount of each Facility C Loan and the amount of its participation in that Loan; and

(iv)

each Facility D Lender of the amount of each Facility D Loan and the amount of its participation in that Loan.

6.	Ancillary Facilities

6.1

Establishment of Ancillary Facilities

One or more Ancillary Facilities may from time to time be established in favour of the Borrower in accordance with this Clause 6 by designating all or part of the Facility B Commitment of a Designated Facility B Lender as an Ancillary Commitment.

6.2

Types of Ancillary Facility

Each Ancillary Facility may comprise any of the following (or any combination of the following):

(a)

an overdraft facility;

(b)

guarantee, documentary letter of credit (including standby and commercial letters of credit) or trust receipt facilities; and

(c)

such other documentary credit facilities as may be required and as the Agent and the relevant Ancillary Lender may agree.

6.3

Request for Ancillary Facilities

(a)	The Borrower may request the establishment of an Ancillary Facility by delivery to the Agent of a duly completed Ancillary Facility Request at any time.

(b)	An Ancillary Facility Request relating to a proposed Ancillary Facility will not be regarded as duly completed unless it identifies:

(i)

the Ancillary Lender (which must be a Designated Facility B Lender) which is to make available that Ancillary Facility;

(ii)

the type or types of facility to comprise that Ancillary Facility (which must comply with Clause 6.2 (Types of Ancillary Facility));

(iii)

the date (the “Commencement Date”) on which that Ancillary Facility is to become available (which must be a date on which the Facility B is available to be drawn and must not be less than five Business Days after the date on which the Agent receives the Ancillary Facility Request);

(iv)

the expiry date of that Ancillary Facility (which must fall on or before the Facility B Termination Date);

(v)

the amount of the Ancillary Commitment (which must be denominated in the Base Currency) which is to apply to that Ancillary Facility;

(vi)

the currency or currencies (which must comply with paragraph (c) of this Clause 6.3) in which utilisations under that Ancillary Facility may be requested;

(vii)

the margin, commitment fee and other fees payable in respect of that Ancillary Facility; and

(viii)

such other details in relation to that Ancillary Facility as the Agent may reasonably require.

(c)	An Ancillary Facility shall only be available for utilisation in the Base Currency or a currency which:

(i)

is readily available in the amount required and freely convertible into the Base Currency in the Singapore interbank market on the date for utilisation of that Ancillary Facility; and

(ii)

is US Dollars, Hong Kong Dollars or has been approved by the relevant Designated Facility B Lender on or prior to receipt by the Agent of the Ancillary Facility Request for that Ancillary Facility.

(d)	The Agent shall, promptly after receipt by it of an Ancillary Facility Request, notify each Designated Facility B Lender of that Ancillary Facility Request.

6.4

Grant of Ancillary Facility

The Designated Facility B Lender identified in a duly completed Ancillary Facility Request shall become an Ancillary Lender authorised and required to make the proposed Ancillary Facility available with effect from the proposed Commencement Date, if the following conditions are met:

(a)

the proposed Ancillary Commitment under that Ancillary Facility is equal to or less than the Available Commitment of that Designated Facility B Lender under Facility B on that Commencement Date;

(b)

the proposed Ancillary Commitment under that Ancillary Facility will not, when aggregated with the Ancillary Commitments under all other Ancillary Facilities in effect on that Commencement Date, exceed the Total Ancillary Limit; and

(c)

that Ancillary Facility complies with the internal credit policies and guidelines of the proposed Ancillary Lender, in which case the proposed Ancillary Lender shall notify the Borrower and the Agent promptly upon such internal credit policies and guidelines being satisfied.

6.5

Adjustments to Facility B Commitment

(a)	The Facility B Commitment of a Designated Facility B Lender which is an Ancillary Lender shall be reduced by the amount of its Ancillary Commitments upon the Agent being satisfied that the conditions in Clause 6.4 (Grant of Ancillary Facility) have been met.

(b)	If and to the extent:

(i)

any Ancillary Facility expires, or is cancelled (in whole or in part) in accordance with Clause 6.8 (Voluntary cancellation of Ancillary Facilities); and

(ii)

no amount is or may be payable to or by the Ancillary Lender in respect of that Ancillary Facility (or the relevant part or it),

the Facility B Commitment of the relevant Designated Facility B Lender will immediately be increased by an amount equal to the amount of the Ancillary Commitment of that Ancillary Facility (or, if less, that part of it which has expired or been cancelled).

6.6

Terms of Ancillary Facilities

(a)	The terms applicable to each Ancillary Facility shall be as agreed between the relevant Ancillary Lender and the Borrower (as set out in the applicable Ancillary Facility Document), provided that:

(i)

those terms shall be consistent with this Clause 6 and the details set out in the Ancillary Facility Request;

(ii)

utilisations under an Ancillary Facility shall be used only for the purposes set out in paragraph (a)(i) of Clause 3.1 (Purpose);

(iii)

the rate of interest, fees and other remuneration in respect of the Ancillary Facility shall be based upon the normal market rates and terms from time to time of that Ancillary Lender, provided that:

(A)

the rates of any commitment fees shall not exceed the rates set out in Clause 12.1 (Commitment fee); and

(B)

the rates of interest, other fees and other remuneration shall not exceed the rates set out in the Ancillary Facility Letter; and

(iv)

cancellation, termination or enforcement of the Ancillary Facility shall only occur as described in Clause 6.8 (Voluntary cancellation of Ancillary Facilities), Clause 7.5 (Repayment of Ancillary Facilities), Clause 8.2 (Change of control) or Clause 23.17 (Acceleration).

(b)	Any material variation to any Ancillary Facility (including any proposed increase or reduction in the Ancillary Commitment) shall be in accordance with and subject to this Clause 6.

(c)	In the case of any inconsistency between any term of an Ancillary Facility and of this Agreement, this Agreement shall prevail.

6.7

Limits on Ancillary Facilities

The Borrower shall ensure that:

(a)

the aggregate of all Ancillary Commitments does not at any time exceed the Total Ancillary Limit; and

(b)

the Ancillary Outstandings under any Ancillary Facility do not at any time exceed the Ancillary Commitment under that Ancillary Facility.

6.8

Voluntary cancellation of Ancillary Facilities

The Borrower may, if it gives the Agent and the relevant Ancillary Lender not less than five Business Days’ prior notice, cancel the whole or any part of the Ancillary Commitment under an Ancillary Facility.

6.9

Notice in respect of Ancillary Facilities

(a)	Each Ancillary Lender shall promptly notify the Agent of:

(i)

the establishment by it of any Ancillary Facility and the applicable Commencement Date;

(ii)

the amount of any Ancillary Facility which is cancelled or expires and the date of any such cancellation or expiry; and

(iii)

any other information relating to any Ancillary Facility provided by it as the Agent may reasonably request, including the Ancillary Outstandings from time to time.

(b)	The Agent may assume, unless it has received notice to the contrary in its capacity as agent for the Lenders, that no Ancillary Facility has expired or been cancelled in whole or part.

(c)	The Borrower consents to all information described in paragraph (a) above being disclosed to the Finance Parties.

6.10

Ancillary Outstandings

The Borrower shall repay or pay on the due date each amount payable under each Ancillary Facility.

7.	Repayment

7.1

Repayment of Facility A Loans

(a)

The Borrower shall repay the aggregate Facility A Loans in instalments by repaying on each Facility A Repayment Date an amount which reduces the outstanding aggregate Facility A Loans by an amount equal to the relevant percentage of the outstanding amount of all the Facility A Loans borrowed by the Borrower as at 30 June 2019 (and for the avoidance of

doubt, after taking into account the repayment instalment made by the Borrower in respect of that date) as set out in Part I of Schedule 9 (Repayment Schedule).

(b)

If, in relation to a Facility A Repayment Date, the aggregate amount of the Facility A Loans made to the Borrower exceeds the Facility A Repayment Instalment to be repaid by the Borrower, the Borrower may, if it gives the Agent not less than five Business Days’ prior notice, select which of those Facility A Loans will be wholly or partially repaid so that the Facility A Repayment Instalment is repaid on the relevant Facility A Repayment Date in full. The Borrower may not make a selection if as a result more than one Facility A Loan will be partially repaid.

(c)

If the amount of the Facility A Loans outstanding on any Facility A Repayment Date is less than the Facility A Repayment Instalment due on that date, the Borrower shall repay the remaining outstanding Facility A Loans on that date. If on the Facility A Termination Date, any Facility A Loan remains outstanding, the Borrower shall repay it on that date.

(d)	The Borrower may not reborrow any part of Facility A which is repaid.

7.2

Repayment of Facility B Loans

(a)	The Borrower shall repay each Facility B Loan on the last day of its Interest Period.

(b)	Any Facility B Loan remaining outstanding on the Facility B Termination Date shall be repaid on that date.

7.3

Repayment of Facility C Loans

(a)

Subject to paragraph (b) below, the Borrower shall repay each Facility C Loan in accordance with the repayment schedule, and as may be amended or extended from time to time, applicable to that Facility C Loan, in each case, as agreed between the Borrower and the relevant Increase Lenders to which that Loan relates (and without the consent of any other Lender), as set out in the relevant Increase Confirmation.

(b)	The repayment schedule applicable to each Facility C Loan shall be such that:

(i)

the principal amortisation of the Facility C Loan shall not be as favourable or more favourable to the applicable Facility C Lenders than that of the Facility A Loans in respect of the Facility A Lenders (without taking into account any extension of the Facility A Termination Date);

(ii)

at all times, the then remaining average weighted life (taking into account the effect of any prepayment) of that Facility C Loan is longer than the then remaining average weighted life (taking into account the effect of any prepayment) of Facility A, Facility B and Facility D taken as a whole (but without taking into account any extension of the Facility A Termination Date, the Facility B Termination Date or the Facility D Termination Date); and

(iii)

the final scheduled repayment date of that Facility C Loan extends beyond the

Facility A Termination Date (without taking into account any extension of the Facility A Termination Date).

(c)	Any Facility C Loan remaining outstanding on the Facility C Longstop Termination Date shall be repaid on that date.

(d)	The Borrower may not reborrow any part of Facility C which is repaid.

(e)	In connection with any extension of a Facility C Loan under this Clause 7.3, the Borrower and the relevant Increase Lenders to which that Loan relates may (without the consent of any other Lender) agree to a revised Margin for that Loan.

(f)

In connection with any extension of a Facility C Loan under this Clause 7.3, the Borrower and the relevant Increase Lenders to which that Loan relates may (without the consent of any other Lender) agree to any extension fees and other amounts payable to those Increase Lenders in connection with such extension.

7.4

Repayment of Facility D Loans

(a)

The Borrower shall repay the aggregate Facility D Loans in instalments by repaying on each Facility D Repayment Date an amount which reduces the outstanding aggregate Facility D Loans by an amount equal to the relevant percentage of all the Facility D Loans borrowed by the Borrower as at the close of business in Singapore on the last day of the Availability Period in relation to Facility D as set out in Part II of Schedule 9 (Repayment Schedule).

(b)

If, in relation to a Facility D Repayment Date, the aggregate amount of the Facility D Loans made to the Borrower exceeds the Facility D Repayment Instalment to be repaid by the Borrower, the Borrower may, if it gives the Agent not less than five Business Days’ prior notice, select which of those Facility D Loans will be wholly or partially repaid so that the Facility D Repayment Instalment is repaid on the relevant Facility D Repayment Date in full. The Borrower may not make a selection if as a result more than one Facility D Loan will be partially repaid.

(c)

If the amount of the Facility D Loans outstanding on any Facility D Repayment Date is less than the Facility D Repayment Instalment due on that date, the Borrower shall repay the remaining outstanding Facility D Loans on that date. If on the Facility D Termination Date, any Facility D Loan remains outstanding, the Borrower shall repay it on that date.

(d)	The Borrower may not reborrow any part of Facility D which is repaid.

7.5

Repayment of Ancillary Facilities

On the Facility B Termination Date, the Borrower shall repay all amounts (if any) owing or outstanding under each Ancillary Facility.

7.6

Extension Option

(a)	In this Clause 7.6, “Extending Lenders” means, in relation to a Facility (other than Facility C), the Lenders participating in that Facility which have agreed to extend the Termination Date of that Facility in accordance with this Clause 7.6.

(b)

If:

(i)

the Borrower requests that the Termination Date of a Facility (other than Facility C) be extended by notice received by the Agent not more than 12 Months (nor less than one Month) before the Termination Date of that Facility, such notice to include:

(A)

the proposed extension period for that Facility (the “Extension Period”); and

(B)

such other information as the Agent may reasonably require; and

(ii)

the Agent notifies the Borrower that the Extending Lenders for that Facility have agreed to that request,

the Termination Date of that Facility shall be extended by the Extension Period in relation to the participations of the Extending Lenders for that Facility.

(c)	The Agent shall promptly notify each Lender of any such request.

(d)

Each Lender participating in the relevant Facility (other than Facility C) shall notify the Agent of its decision (which shall be in its sole discretion) whether or not to agree to the request for extension, within 20 Business Days from the date on which the Agent first notified that Lender of that request.

(e)	The Agent shall promptly notify the Borrower of each Extending Lender that has agreed to the request.

(f)	There may only be up to two extensions of each Termination Date (other than the Facility C Longstop Termination Date).

(g)	The Facility A Termination Date may not be extended beyond 30 August 2030.

(h)	The Facility B Termination Date may not be extended beyond 28 February 2030.

(i)	The Facility D Termination Date may not be extended beyond 30 August 2030.

(j)

In connection with any extension of a Facility (other than Facility C) under this Clause 7.6, the Borrower and the relevant Extending Lenders may (without the consent of any other Lender) agree to a revised Margin (the “Revised Margin”) for that Facility provided that the Revised Margin for that Facility shall be applicable to those Extending Lenders only such that:

(i)

the rate of interest on each Extending Lender’s participation in the Loans under that Facility shall be computed in accordance with the terms of this Agreement except with the Revised Margin used in place of the Margin; and

(ii)

the rate of interest on each other Lender’s participation in the Loans under that Facility shall not be affected and shall be computed in accordance with the terms of this Agreement without giving effect to such revision.

(k)	Any revision in the applicable Margin pursuant to paragraph (i) above shall take effect and be binding on all Parties in accordance with their terms and, for the avoidance of doubt, may take effect before the Termination Date of the relevant Facility (but for the extension).

(l)

In relation to any Lender which did not agree to an extension of the Termination Date of a Facility (other than Facility C) under this Clause 7.6, the Borrower shall repay that Lender’s participation in the Loans under that Facility, together with accrued interest and all other amounts accrued to that Lender under the Finance Documents on the date(s) which, but for such extension, would be the date(s) on which that repayment is due.

(m)	In connection with any extension of a Facility under this Clause 7.6, the Borrower and the relevant Extending Lenders may (without the consent of any other Lender) agree to extension fees and other amounts payable to the Extending Lenders in connection with such extension.

(n)	For the avoidance of doubt, neither the Facility C Longstop Termination Date nor (without prejudice to anything in paragraph (a) of Clause 7.3 (Repayment of Facility C Loans)) the life of Facility C may be extended by this Clause 7.6.

8.	Prepayment and cancellation

8.1

Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or, in the case of an Ancillary Lender, any Ancillary Facility Document, or to fund its participation in any Loan or, in the case of an Ancillary Lender, any utilisation under any Ancillary Facility:

(a)

that Lender or, as the case may be, Ancillary Lender shall promptly notify the Agent upon becoming aware of that event; and

(b)

upon the Agent notifying the Borrower that it has become unlawful for that Lender or, as the case may be, that Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund its participation in any Loan or, in the case of an Ancillary Lender, any utilisation under any Ancillary Facility, the Commitment of that Lender or, as the case may be, the commitment of that Ancillary Lender under that Ancillary Facility will be immediately cancelled and:

(i)

the Borrower shall repay that Lender’s participation in the Loans on the last day of the Interest Period for each Loan occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law); and

(ii)

the Borrower shall repay each amount payable or, as the case may be, provide full cash cover in respect of each contingent liability under each Ancillary Facility of that Ancillary Lender on the next due date occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Ancillary Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

8.2

Change of control

(a)	In this Clause 8.2, a “Change of Control” will occur if:

(i)

the Sponsor does not or ceases to beneficially own, directly or indirectly, at least 51 per cent. of the share capital of the Borrower;

(ii)

the Sponsor does not or ceases to have the right to, directly or indirectly, determine the composition of the majority of the board of directors or equivalent body of the Borrower;

(iii)

the Sponsor does not or ceases to have power to, directly or indirectly, manage or direct the Borrower through ownership of share capital, by contract or otherwise; or

(iv)

any Security (except pursuant to paragraph (p) of the definition of “Permitted Security” or where created in favour of the Finance Parties or the Secured Parties) has been created or subsists or is created or is permitted to subsist over any shares in the issued share capital of the Borrower or any other member of the Borrower Group in each case, where such shares are beneficially owned, directly or indirectly by the Sponsor, and such Security is not fully released or discharged within five Business Days of the earlier of (i) any Obligor becoming aware of such Security and (ii) the Agent or any Lender giving notice to the Borrower of such Security.

(b)	If a Change of Control occurs:

(i)

the Borrower shall promptly notify the Agent immediately upon becoming aware of that event;

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