Dated 1 December 2016 (November 30, 2016 New York time) Intercreditor Agreement between Bank of China Limited, Macau Branch Credit Facility Agent Bank of China Limited, Macau Branch Credit Facility Lender Deutsche Bank Trust Company Americas Senior...Intercreditor Agreement • March 23rd, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels
STUDIO CITY COMPANY LIMITED, as Company THE GUARANTORS PARTIES HERETO, 7.250% SENIOR SECURED NOTES DUE 2021 INDENTURE November 30, 2016 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Registrar and Transfer Agent and THE OTHER PERSONS...Indenture • March 23rd, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • New York
INDENTURE dated as of November 30, 2016 among Studio City Company Limited, a BVI business company with limited liability incorporated under the laws of the British Virgin Islands with company number 1673603 (the “Company”), Studio City Investments Limited (the “Parent Guarantor”), and certain subsidiaries of the Parent Guarantor from time to time parties hereto and Deutsche Bank Trust Company Americas, as Trustee, Paying Agent, Registrar and Transfer Agent. On or about the Issue Date, each of the Security Agent and the Intercreditor Agent (as such terms defined below) will accede to this Indenture by delivering a duly and validly executed supplemental indenture substantially in the form of Exhibit E.
English Translation) SUBCONCESSION CONTRACT FOR OPERATING CASINO GAMES OF CHANCE OR GAMES OF OTHER FORMS IN THE MACAU SPECIAL ADMINISTRATIVE REGIONSTUDIO CITY INTERNATIONAL HOLDINGS LTD • March 23rd, 2018 • Hotels & motels • Macau
Wynn Resorts (Macau), S.A., , henceforth simply referred as the “Concessionaire”, with its registered office in Macau at Alameda Dr. Carlos D’Assumpção, no. 335-341, Edifício Hotline, 9th Floor, registered with the Macau Commercial Registry under no. 14917 (SO), duly represented by its Director(s), Stephen Alan Wynn, married, of American nationality, holder of United States of America passport number 055142925 issued on 20/01/1998, with address at One Shadow Creek Drive, North Las Vegas, Nevada 89031, United States of America, with powers for this effect
MASTER SERVICES AGREEMENTMaster Services Agreement • March 23rd, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • Hong Kong
This Master Services Agreement (this “Agreement”) is dated , 2015 (the “Effective Date”), by and between the entities named in Schedule A-1 hereto (each a “Studio City Party” and collectively, “Studio City Parties”), on the one hand, and the entities named in Schedule A-2 hereto (each a “Melco Crown Party” and collectively, “Melco Crown Parties”), on the other hand. Capitalized terms used in this Agreement shall have the meanings set forth in this Agreement.
AMENDMENT NO. 2 TO SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • March 23rd, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • Hong Kong
This AMENDMENT NO.2 TO SHAREHOLDERS AGREEMENT (Amendment No 2), dated as of May 17, 2013, is entered into by and among MCE Cotai Investments Limited, a company incorporated in the Cayman Islands (MCE Cotai), New Cotai, LLC, a Delaware limited liability company (New Cotai), Melco Crown Entertainment Limited, a company incorporated in the Cayman Islands (MCE), and Studio City International Holdings Limited (formerly known as Cyber One Agents Limited), a company incorporated in the British Virgin Islands (Company).
SUPPLEMENTAL INDENTURESupplemental Indenture • March 23rd, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • New York
This SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 30, 2016, is made by Studio City Company Limited (the “Company”), Industrial and Commercial Bank of China (Macau) Limited, as the Security Agent (the “Security Agent”), DB Trustees (Hong Kong) Limited, as the Intercreditor Agent (the “Intercreditor Agent”) and Deutsche Bank Trust Company Americas, as the Trustee (“Trustee”), under the Indenture referred to below.
SUPPLEMENTAL INDENTURESupplemental Indenture • March 23rd, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • New York
This SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 30, 2016, is made by Studio City Company Limited (the “Company”), Industrial and Commercial Bank of China (Macau) Limited, as the Security Agent (the “Security Agent”), DB Trustees (Hong Kong) Limited, as the Intercreditor Agent (the “Intercreditor Agent”) and Deutsche Bank Trust Company Americas, as the Trustee (“Trustee”), under the Indenture referred to below.
STUDIO CITY COMPANY LIMITED, as Company THE GUARANTORS PARTIES HERETO, 5.875% SENIOR SECURED NOTES DUE 2019 INDENTURE November 30, 2016 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Registrar and Transfer Agent and THE OTHER PERSONS...Supplemental Indenture • March 23rd, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • New York
INDENTURE dated as of November 30, 2016 among Studio City Company Limited, a BVI business company with limited liability incorporated under the laws of the British Virgin Islands with company number 1673603 (the “Company”), Studio City Investments Limited (the “Parent Guarantor”), and certain subsidiaries of the Parent Guarantor from time to time parties hereto and Deutsche Bank Trust Company Americas, as Trustee, Paying Agent, Registrar and Transfer Agent. On or about the Issue Date, each of the Security Agent and the Intercreditor Agent (as such terms defined below) will accede to this Indenture by delivering a duly and validly executed supplemental indenture substantially in the form of Exhibit D.
AMENDMENT NO. 1 TO SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • March 23rd, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • Hong Kong
This AMENDMENT NO. 1 TO SHAREHOLDERS’ AGREEMENT (Amendment), dated as of September __, 2012, is entered into by and among MCE Cotai Investments Limited, a company incorporated in the Cayman Islands (MCE Cotai), New Cotai, LLC, a Delaware limited liability company (New Cotai), Melco Crown Entertainment Limited, a company incorporated in the Cayman Islands (MCE), and Studio City International Holdings Limited (formerly known as Cyber One Agents Limited), a company incorporated in the British Virgin Islands (Company).
AMENDMENT NO. 4 TO SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • March 23rd, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels
This AMENDMENT NO. 4 TO SHAREHOLDERS’ AGREEMENT (Amendment No. 4), dated as of 21 July 2014, is entered into by and among MCE Cotai Investments Limited, a company incorporated in the Cayman Islands (MCE Cotai), New Cotai, LLC, a Delaware limited liability company (New Cotai), Melco Crown Entertainment Limited, a company incorporated in the Cayman Islands (MCE), and Studio City International Holdings Limited (formerly known as Cyber One Agents Limited), a company incorporated in the British Virgin Islands (Company). Capitalized terms used herein without definition have the meanings given such terms in the Shareholders’ Agreement (as defined below).
AMENDMENT NO. 3 TO SHAREHOLDERS’ AGREEMENTCommitment Agreement • March 23rd, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • Hong Kong
This AMENDMENT NO. 3 TO SHAREHOLDERS’ AGREEMENT (Amendment No. 3), dated as of 3 June 2014, is entered into by and among MCE Cotai Investments Limited, a company incorporated in the Cayman Islands (MCE Cotai), New Cotai, LLC, a Delaware limited liability company (New Cotai), Melco Crown Entertainment Limited, a company incorporated in the Cayman Islands (MCE), and Studio City International Holdings Limited (formerly known as Cyber One Agents Limited), a company incorporated in the British Virgin Islands (Company). Capitalized terms used herein without definition have the meanings given such terms in the Shareholders’ Agreement (as defined below).
Dated 23 November 2016 Amendment and Restatement Agreement in respect of the HKD10,855,880,000 Senior Secured Term Loan and Revolving Facilities Agreement originally dated 28 January 2013 (as amended and restated from time to time) between Studio City...Intercreditor Agreement • March 23rd, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • Hong Kong
This Agreement is originally dated 28 January 2013, was amended and amended and restated from time to time and was further amended and restated on the 2016 Amendment and Restatement Effective Date and is made among:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of July 27, 2011 (this “Agreement”), is made by and among Cyber One Agents Limited, a company incorporated in the British Virgin Islands (the “Company”), and those parties set forth on the Schedule of Shareholders attached hereto (each, a “Shareholder” and collectively, the “Shareholders”).
Work Agreement #2Work Agreement • March 23rd, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels
This Work Agreement is entered into by and between Studio City Entertainment Limited and Studio City Services Limited (each a “Studio City WA2 Party” and collectively, the “Studio City WA2 Parties”), on the one hand, and MPEL Services Limited and Golden Future (Management Services) Limited (each a “Melco Crown WA2 Party” and collectively, the “Melco Crown WA2 Parties”), on the other hand. All of the terms and conditions of the Master Services Agreement, dated , 2015, as amended from time to time (the “Master Services Agreement”), by and between Studio City Parties (as defined therein) and Melco Crown Parties (as defined therein) are deemed to be incorporated in this Work Agreement.
Work Agreement #3Work Agreement • March 23rd, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels
This Work Agreement is entered into by and between Studio City Services Limited and Studio City Entertainment Limited (each a “Studio City WA3 Party” and collectively, the “Studio City WA3 Parties”), on the one hand, and MPEL Services Limited, Golden Future (Management Services) Limited and Melco Crown (Macau) Limited (each a “Melco Crown WA3 Party” and collectively, the “Melco Crown WA3 Parties”), on the other hand. All of the terms and conditions of the Master Services Agreement, dated , 2015, as amended from time to time (the “Master Services Agreement”), by and between Studio City Parties (as defined therein) and Melco Crown Parties (as defined therein) are deemed to be incorporated in this Work Agreement.
SERVICES AND RIGHT TO USE AGREEMENT by and among STUDIO CITY ENTERTAINMENT LIMITED a company incorporated under the laws of the Macau Special Administrative Region of the People’s Republic of China and MELCO CROWN GAMING (MACAU) LIMITED a company...Use Agreement • March 23rd, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • Macau
THIS SERVICES AND RIGHT TO USE AGREEMENT (“Agreement”) is made and entered into this 11th day of May, 2007, by and among STUDIO CITY ENTERTAINMENT LIMITED, formerly known as NEW COTAI ENTERTAINMENT (MACAU) LIMITED and MSC DIVERSÕES, LIMITADA, a Macau limited liability company, with head office in Macau at Avenida Dr Mario Soares, No. 25, Edificio Montepio, 1st floor, Room 13, with share capital of MOP100,000.00 (one hundred thousand patacas) (hereinafter referred to as “MSC”), and MELCO CROWN GAMING (MACAU) LIMITED, a limited liability company by shares, with registered office in Macau at Avenida Dr Mario Soares, No. 25, Edificio Montepio, 1st floor, Room 13, registered in the Macau Commercial and Movable Assets Registry under no. 24325, with share capital of MOP1,000,000,000.00 (one billion patacas) (hereinafter referred to as “Operator”),.
MCE Cotai Investments Limited New Cotai, LLC and Others Shareholders’ AgreementCommitment Agreement • March 23rd, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • Hong Kong
MCE Cotai Investments Limited, a company incorporated in the Cayman Islands, of Walker House, 87 Mary Street, George Town, Grand Cayman KY1 – 9005, Cayman Islands (MCE Cotai)
Work Agreement #5Work Agreement • March 23rd, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels
This Work Agreement is entered into by and between Studio City Hotels Limited and Studio City Ventures Limited (each a “Studio City WA5 Party” and collectively, the “Studio City WA5 Parties”), on the one hand, and Melco Crown (COD) Hotels Limited, Melco Crown COD (GH) Hotel Limited, Altira Hotel Limited, Melco Crown COD (HR) Hotel Limited, Melco Crown COD (CT) Hotel Limited and MCE Travel Limited (each a “Melco Crown WA5 Party” and collectively, the “Melco Crown WA5 Parties”), on the other hand. All of the terms and conditions of the Master Services Agreement, dated , 2015, as amended from time to time (the “Master Services Agreement”), by and between Studio City Parties (as defined therein) and Melco Crown Parties (as defined therein) are deemed to be incorporated in this Work Agreement.
Work Agreement #4Work Agreement • March 23rd, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels
This Work Agreement is entered into by and between Studio City Entertainment Limited, Studio City Hotels Limited, Studio City Retail Services Limited, Studio City Developments Limited, Studio City Ventures Limited and Studio City Services Limited (each a “Studio City WA4 Party” and collectively, the “Studio City WA4 Parties”), on the one hand, and Melco Crown Hospitality and Services Limited, Melco Crown (COD) Hotels Limited, Melco Crown (COD) Developments Limited, Melco Crown (COD) Retail Services Limited, Melco Crown Security Services Limited, Golden Future (Management Services) Limited, MPEL Services Limited and MPEL Properties (Macau) Limited (each a “Melco Crown WA4 Party” and collectively, the “Melco Crown WA4 Parties”), on the other hand. All of the terms and conditions of the Master Services Agreement, dated , 2015, as amended from time to time (the “Master Services Agreement”), by and between Studio City Parties (as defined therein) and Melco Crown Parties (as defined therein)
Work Agreement #1Work Agreement • March 23rd, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels
This Work Agreement is entered into by and between Studio City Entertainment Limited, Studio City Hotels Limited, Studio City Retail Services Limited, Studio City Developments Limited, Studio City Ventures Limited and Studio City Services Limited (each a “Studio City WA1 Party” and collectively, the “Studio City WA1 Parties”), on the one hand, and Melco Crown (COD) Hotels Limited, Melco Crown (COD) Developments Limited, Altira Hotel Limited, COD Theatre Limited, Melco Crown COD (GH) Hotel Limited, Melco Crown (COD) Retail Services Limited, Altira Developments Limited, Melco Crown (Macau) Limited, MPEL Services Limited, Golden Future (Management Services) Limited and MPEL Properties (Macau) Limited (each a “Melco Crown WA1 Party” and collectively, the “Melco Crown WA1 Parties”), on the other hand. All of the terms and conditions of the Master Services Agreement, dated , 2015, as amended from time to time (the “Master Services Agreement”), by and between Studio City Parties (as defined t
Work Agreement #6Work Agreement • March 23rd, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels
This Work Agreement is entered into by and between Studio City Entertainment Limited and Studio City Hotels Limited (each a “Studio City WA6 Party” and collectively, the “Studio City WA6 Parties”), on the one hand, and MCE Transportation Limited, MCE Transportation Two Limited and Melco Crown (Macau) Limited (each a “Melco Crown WA6 Party” and collectively, the “Melco Crown WA6 Parties”), on the other hand. All of the terms and conditions of the Master Services Agreement, dated , 2015, as amended from time to time (the “Master Services Agreement”), by and between Studio City Parties (as defined therein) and Melco Crown Parties (as defined therein) are deemed to be incorporated in this Work Agreement.
DATED 15 June 2012 MELCO CROWN GAMING (MACAU) LIMITED and STUDIO CITY ENTERTAINMENT LIMITED REIMBURSEMENT AGREEMENTReimbursement Agreement • March 23rd, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • Macau
MELCO CROWN GAMING (MACAU) LIMITED, a limited liability company by shares, with head office in Macau at Avenida Dr Mario Soares, No. 25, Edificio Montepio, 1st Floor, Room 13, registered in the Macau Commercial and Movable Assets Registry under no.24325, with share capital of MPO1,000,000,000.00 (one billion patacas) hereinafter referred to as “Operator”), and
Work Agreement #8Work Agreement • March 23rd, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels
This Work Agreement is entered into by and between Melco Crown (COD) Hotels Limited, Melco Crown COD (GH) Hotel Limited, Altira Hotel Limited, Melco Crown COD (HR) Hotel Limited, Melco Crown COD (CT) Hotel Limited, Melco Crown (Macau) Limited and MCE Travel Limited (each a “Melco Crown WA8 Party” and collectively, the “Melco Crown WA8 Parties”), on the one hand, and Studio City Hotels Limited (“Studio City WA8 Parties”), on the other hand. All of the terms and conditions of the Master Services Agreement, dated , 2015, as amended from time to time (the “Master Services Agreement”), by and between Studio City Parties (as defined therein) and Melco Crown Parties (as defined therein) are deemed to be incorporated in this Work Agreement.
Work Agreement #7Work Agreement • March 23rd, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels
This Work Agreement is entered into by and between Studio City Retail Services Limited, Studio City Hotels Limited, Studio City Entertainment Limited and Studio City Ventures Limited (each a “Studio City WA7 Party” and collectively, the “Studio City WA7 Parties”), on the one hand, and Golden Future (Management Services) Limited (“Golden Future”), Melco Crown (COD) Hotels Limited, COD Theatre Limited, Altira Hotel Limited, Melco Crown (COD) Developments Limited, Melco Crown COD (GH) Hotel Limited, Melco Crown (COD) Retail Services Limited and MPEL Services Limited (each a “Melco Crown WA7 Party” and collectively, the “Melco Crown WA7 Parties”), on the other hand. Unless otherwise set forth herein, all of the terms and conditions of the Master Services Agreement, dated , 2015, as amended from time to time (the “Master Services Agreement”), by and between Studio City Parties (as defined therein) and Melco Crown Parties (as defined therein) are deemed to be incorporated in this Work Agreem
