STUDIO CITY INVESTMENTS LIMITED, a BVI business company incorporated under the laws of the British Virgin Islands (registered number 1673083), whose registered office is at Ocorian Corporate Services (BVI) Limited, Jayla Place, Wickhams Cay 1, Road Town, Tortola, VG1110, British Virgin Islands (the “Parent”);

STUDIO CITY COMPANY LIMITED, a BVI business company incorporated under the laws of the British Virgin Islands (registered number 1673603), whose registered office is at Ocorian Corporate Services (BVI) Limited, Jayla Place, Wickhams Cay 1, Road Town, Tortola, VG1110, British Virgin Islands (the “Borrower”);

THE PERSONS listed in Part 2 of Schedule 1 (Original Parties) as guarantors (the “Original Guarantors”);

THE FINANCIAL INSTITUTION listed in Part 1 of Schedule 1 (Original Parties) as the original lenders (the “Original Lenders”);

BANK OF CHINA LIMITED, MACAU BRANCH, incorporated with limited liability under the laws of the People’s Republic of China as facility agent of the other Finance Parties (the “Agent”);

INDUSTRIAL AND COMMERCIAL BANK OF CHINA (MACAU) LIMITED, incorporated with limited liability under the laws of the Macau SAR as security agent and trustee for the Secured Parties (the “Common Security Agent”);

INDUSTRIAL AND COMMERCIAL BANK OF CHINA (MACAU) LIMITED, incorporated with limited liability under the laws of the Macau SAR as agent for the Common Security Agent under the Power of Attorney (the “POA Agent”); and

BANK OF CHINA LIMITED, MACAU BRANCH, incorporated with limited liability under the laws of the People’s Republic of China as the green loan coordinator (the “Green Loan Coordinator”).

Definitions and interpretation

Definitions

a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A- or higher by Standard & Poor’s or Fitch or A3 or higher by Moody’s or a comparable rating from an internationally recognised credit rating agency;

each of Bank of China Limited, Macau Branch, Banco Nacional Ultramarino, S.A., China Construction Bank (Macau) Corporation Limited, Banco Comercial Português, S.A., Macau Branch, Banco Comercial de Macau, S.A., Tai Fung Bank Limited, Wing Lung Bank Limited, Macau Branch, The Bank of East Asia Limited, Macau Branch, Bank of Communications Co., Ltd. Macau Branch, First Commercial Bank, Macau, Ta Chong Bank;

any Finance Party or an Affiliate of any Finance Party; or

any other bank or financial institution approved by the Agent.

the Executive Order;

the USA Patriot Act;

the Money Laundering Control Act of 1986, Public Law 99-570 and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency;

the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq, the Trading with the Enemy Act, 50 U.S.C. App. §§ 1 et seq, any executive order or regulation promulgated thereunder and administered by OFAC;

the U.S. Foreign Corrupt Practices Act of 1977;

the Iran Sanctions Act of 1996 and the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010; and

any similar sanctions, restrictions or embargoes enacted or imposed by Australian Department of Foreign Affairs and Trade, Reserve Bank of Australia, the United Nations, the European Union, the State Secretariat for Economic Affairs of Switzerland, OFAC, HM Treasury of the United Kingdom, the Hong Kong Monetary Authority, the Monetary Authority of Singapore, the Macau Monetary Authority or any other body notified in writing by the Agent (acting on behalf of any Lender) to the Borrower from time to time.

in relation to a Facility, the period from and including the date of this Agreement up to and including the date falling one Month prior to the Final Repayment Date for that Facility; and

in relation to each Incremental Facility Increase, the period set out in the Incremental Facility Increase Notice applicable to such Incremental Facility Increase, provided that no such period may commence on or before the first Utilisation Date in respect of the relevant Facility.

the Base Currency Amount of its participation in any outstanding Utilisations under that Facility; and

in relation to any proposed Utilisation, the Base Currency Amount of its participation in any other Utilisations that are due to be made under that Facility on or before the proposed Utilisation Date.

in relation to a Utilisation, the amount specified in the Utilisation Request delivered by the Borrower for that Utilisation (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three (3) Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request in accordance with the terms of this Agreement), as adjusted to reflect any repayment, prepayment, consolidation or division of a Utilisation; and

in relation to any other amount as at any date which is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on that date.

the applicable Screen Rate as of 11:00 a.m. (London time) on the Quotation Date and for a period equal in length to the Interest Period of that Loan; or

as otherwise determined pursuant to Clause 13.1 (Absence of quotations),

the interest excluding the Margin which a Lender should have received for the period from the date of receipt of all or any part of its participation in 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;

the amount 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 Relevant 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.

(in relation to any date for payment or purchase of USD) New York;

(in relation to any date for payment or purchase of a currency other than the Base Currency or USD) the principal financial centre of the country of that currency; and

(in relation to the fixing of an interest rate relating to a Term SOFR Loan) which is a US Government Securities Business Day.

that cash is repayable on demand;

repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of the Group or of any other person whatsoever or on the satisfaction of any other condition;

there is no Security over that cash except Transaction Security or Security falling within paragraphs (8), (9), (10), (14)(i), (14)(ii), (21), (23), (26) and (27) of the definition of “Permitted Liens” in Schedule 11 (Definitions); and

subject to (a) above, such cash is freely and immediately available to be applied in repayment or prepayment of the Facilities.

certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;

any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, Hong Kong SAR, Japan, the United Kingdom, Australia, any member state of the European Union or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

commercial paper not convertible or exchangeable to any other security:

for which a recognised trading market exists;

issued by an issuer incorporated in the United States of America, the United Kingdom, any member of the European Economic Area or any Participating Member State;

which matures within one year after the relevant date of calculation; and

which has a credit rating of either A-1 or higher by Standard & Poor’s or F1 or higher by Fitch or P-1 by Moody’s, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non credit-enhanced debt obligations, an equivalent rating;

any investment accessible within 30 days in money market funds which (i) have a credit rating of either A-1 or higher by Standard & Poor’s or F1 or higher by Fitch or P-1 by Moody’s and (ii) which invest substantially all their assets in securities of the types described in paragraphs (a) to (c) above; or

any other debt security approved by the Majority Lenders,

Genting Berhad;

Caesars Entertainment Corporation;

any gaming concessionaire in the Macau SAR (other than Melco Resorts Macau);

any Subsidiary or Affiliate of any of the above;

any trust, fund or other entity controlled (as defined in the definition of “Affiliate” herein) by any of the above; and

any entity which is agreed between the relevant Lender and the Borrower to be a “Competitor” in accordance with the requirements of Clause 25.2 (Conditions of assignment or transfer).

any member of the Group or any of its advisers; or

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 38 (Disclosure of information);

is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

a Competitor;

any investor or equity holder in a Competitor; or

an advisor to any such person referred to in paragraph (a) or (b) above,

purchases by way of assignment or transfer;

enters into any sub-participation in respect of; or

enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

any determination by the Green Loan Coordinator (acting reasonably) or the Agent (acting on the instructions of the Majority Lenders) that the Borrower has failed to perform or comply with any of its obligations under Clause 22.13 (Green Loan Information Undertaking) and/or Clause 23.18 (Green Loan Provisions);

any determination by the Green Loan Coordinator (acting reasonably) or the Agent (acting on the instructions of the Majority Lenders) that any Eligible Green Asset or the Revolving Facility (Green) is no longer (or may no longer be) in compliance with the Green Loan Principles;

at any time the Agent and the Green Loan Coordinator receive a written notice from the Borrower requesting that the Revolving Facility (Green) and/or any Revolving Facility (Green) Loan shall no longer be classified as a green facility and/or a green loan; or

at any time any property under the Phase II Project fails to achieve and/or maintain a BREEAM certification in respect of the Phase II Project pursuant to the applicable requirements of BREEAM,

(in respect of paragraphs (a) or (b)) the Agent (acting on the instructions of the Majority Lenders) or Green Loan Coordinator (acting reasonably) giving notice to the Borrower;

(in respect of paragraph (d)) the Agent (acting on the instructions of the Majority Lenders) or Green Loan Coordinator (acting reasonably) giving notice to the Borrower or the Borrower becoming aware of the failure to comply or the determination by the Agent or the Green Loan Coordinator, whichever is the earlier.

which has failed to make its participation in a Loan available or has notified the Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ participation);

which has otherwise rescinded or repudiated a Finance Document; or

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

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

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

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

from performing its payment obligations under the Finance Documents; or

from communicating with other Parties in accordance with the terms of the Finance Documents,

the pollution or protection of the environment;

harm to or the protection of human health;

the conditions of the workplace; or

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

in respect of a Lender, the office or offices notified by that Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement; or

in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

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

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

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

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

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

this Agreement;

any Accession Letter;

any Fee Letter;

the Intercreditor Agreement;

the Amendment and Restatement Agreement (Intercreditor Agreement);

any Transaction Security Document;

any Transfer Certificate or Assignment Agreement and Lender Accession Undertaking;

any Compliance Certificate;

any Green Loan Compliance Certificate;

any Compliance Certificate (SCIH);

any Utilisation Request;

any Incremental Facility Increase Notice;

any Incremental Facility Increase Document;

any Incremental Facility Increase Lender Accession Deed;

the SCIH Guarantee; and

any other document designated as a “Finance Document” by the Agent and the Borrower.

monies borrowed;

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

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

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with the GAAP, be treated as a finance or capital lease;

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

any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value as at the relevant date on which Financial Indebtedness is calculated (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

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

any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 180 days after the date of supply;

any amount raised by the issue of redeemable shares;

any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing; and

the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above.

each of Melco Resorts Macau and SCH5; and

each other person (other than an Obligor) that grants Security under any Transaction Security Document after the date of this Agreement.

any information delivered pursuant to Clause 22.13 (Green Loan Information Undertaking); or

any other written information that has been:

provided by or on behalf of a member of the Group (or on behalf of any other member of the Group, including its advisers) to a Finance Party or a Second Party Opinion Provider; or

approved in writing by any member of the Group,

the applicable Screen Rate;

if no Screen Rate is available for HK dollars for the Interest Period of that Loan, the Interpolated Screen Rate; or

if no Screen Rate is available for the Interest Period of that Loan and it is not possible to calculate an Interpolated Screen Rate for that Loan, the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the Relevant Interbank Market,

to the High Yield Note Trustee in respect of the High Yield Notes issued prior to the date of this Agreement; or

in respect of any Additional High Yield Note, Additional High Yield Note Refinancing Indebtedness or High Yield Note Refinancing Indebtedness.

the terms thereof are no less favourable to the Finance Parties than the terms of the High Yield Notes issued prior to the date of this Agreement (and do not have an adverse effect on the interests of the Finance Parties);

the terms thereof (including, without limitation, the terms of any related guarantees, security or other credit support) are no more onerous to any Obligor (for the avoidance of doubt, an increase in pricing payable by any Obligor when compared to the High Yield Notes shall be more onerous) and do not provide for any redemptions on a date falling prior to the last Termination Date applicable to the Facilities; and

the scope (including the assets subject to security, the persons giving security, guarantees or other credit support and the amount of financial obligations guaranteed, secured or supported by any Obligor) of any security, guarantees or credit support given in connection with such High Yield Notes Refinancing Indebtedness by any Obligor shall be no greater than the security, guarantees and credit support granted (and financial obligations guaranteed, secured or supported by any Obligor) pursuant to the High Yield Note Documents entered into prior to the date of this Agreement.

it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

it otherwise rescinds or repudiates a Finance Document;

(if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of “Defaulting Lender”; or

an Insolvency Event has occurred and is continuing with respect to the Agent;

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

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

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

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

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

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

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

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

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

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

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

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

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

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

any patents, trademarks, service marks, designs, business names, copyrights, design rights, moral rights, inventions, confidential information, knowhow and other intellectual property rights and interests, whether registered or unregistered; and

the benefit of all applications and rights to use any such assets referred to in paragraph (a) above,

either:

the most recent Term SOFR (as of a day which is not more than three US Government Securities Business Days before the Quotation Date) for the longest period (for which Term SOFR is available) which is less than the Interest Period of that Term SOFR Loan; or

if no such Term SOFR is available for a period which is less than the Interest Period of that Term SOFR Loan, the most recent Overnight SOFR for a day which is not more than five, and not less than two, US Government Securities Business Days before the Quotation Date; and

the most recent Term SOFR (as of a day which is not more than three US Government Securities Business Days before the Quotation Date) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of that Term SOFR Loan.

in relation to HIBOR, the rate which results from interpolating on a linear basis (rounded to the same number of decimal places as the two relevant Screen Rates) between:

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

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

in relation to a Benchmark Rate for a Loan in an Optional Currency, the rate which results from interpolating on a linear basis (rounded to the same number of decimal places as the two relevant Screen Rates) between:

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

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

either:

Term SOFR (as of 11:00 a.m. (Hong Kong SAR time)) for the longest period (for which Term SOFR is available) which is less than the Interest Period of that Term SOFR Loan; or

if no such Term SOFR is available for a period which is less than the Interest Period of that Term SOFR Loan, Overnight SOFR for the day that is two US Government Securities Business Days before the Quotation Date; and

Term SOFR (as of 11:00 a.m. (Hong Kong SAR time)) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of that Term SOFR Loan.

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

the time barring of claims under statutes of limitation;

similar principles, rights and defences under the laws of any Relevant Jurisdiction; and

any other matters which are set out as qualifications or reservations as to matters of law of general application in the Legal Opinions.

the Original Lenders; and

any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 2.2 (Increase), Clause 5B (Incremental Facility Increases) or Clause 25 (Changes to the Lenders),

termination in full of all of the Commitment(s) of any Lender; and

payment in full of all amounts which are payable to such Lender under the Finance Documents,

any refinancing, novation, deferral or extension;

any claim for breach of representation, warranty or undertaking or on an event of default or under any indemnity given under or in connection with any document or agreement evidencing or constituting any other liability or obligation falling within this definition;

any claim for damages or restitution; and

any claim as a result of any recovery by any Obligor of a Payment on the grounds of preference or otherwise,

the aggregate principal amount of the Borrowings of SCIH and its Subsidiaries that is secured by (among other things) any asset of or equity interest (including, for the avoidance of doubt, the Loans) as set out in the most recent Annual Financial Statements (SCIH) or Quarterly Financial Statements (SCIH) or the relevant Compliance Certificate (SCIH) obtained by or provided to the Finance Parties pursuant to Clause 4.1 (Initial conditions precedent), Clause 22.4 (Financial statements), Clause 22.4A (Compliance Certificate) or otherwise,

the aggregate amount of the then appraisal value of the Property (as set out in the most recent Valuation Report obtained by or provided to the Finance Parties pursuant to Clause 4.1 (Initial conditions precedent) or Clause 22.12 (Valuation Report) or otherwise).

(for the purposes of paragraph (a) of Clause 37.2 (Required consents) in the context of a waiver in relation to a proposed Utilisation of a Facility of the condition in Clause 4.2 (Utilisation conditions precedent)), a Lender or Lenders whose Commitments aggregate more than 50 per cent. of the Total Commitments in respect of such Facility; and

(in any other case) a Lender or Lenders whose Commitments aggregate 50 per cent. or more of the sum of the Total Commitments.

in relation to any Loan or Unpaid Sum relating to or referable to a Facility, 2.40 per cent. per annum; and

in relation to any other Unpaid Sum, the highest rates per annum in the table below,

no Event of Default has occurred and is continuing;

the Parent has delivered its set of Quarterly Financial Statements for the relevant Financial Quarter and an accompanying Compliance Certificate to the Agent in accordance with Clauses 22.4 (Financial statements) and 22.4A (Compliance Certificate); and

the Most Recent Leverage is within a range set out below,

Greater than or equal to 2.00:1:00

Greater than or equal to 1.00:1:00 but less than 2.00:1:00

Greater than or equal to 0.50:1:00 but less than 1.00:1:00

Less than 0.50:1:00

any increase or decrease in the Margin for any Loan to be made in connection with the Margin ratchet mechanism above shall take effect from and including the first day of the Interest Period relating to that Loan commencing after the date on which the Compliance Certificate setting out such Most Recent Leverage is delivered to the Agent pursuant to Clause 22.4A (Compliance Certificate) (but, for the avoidance of doubt, any increase or decrease in the Margin for the purpose of calculating commitment fees shall take effect from and including the date on which such Compliance Certificate is so delivered to the Agent);

if and for so long as an Event of Default has occurred and is continuing, the Margin for each Loan shall be the highest percentage per annum set out in the table above;

if an Event of Default has occurred but is no longer continuing, then the Margin (for each Loan) will be re-calculated on the basis of the Most Recent Leverage (as set out in the applicable Compliance Certificate) and the provisions of this definition (on the assumption that as at the date such Compliance Certificate was delivered no such Event of Default had occurred or was continuing) shall apply with effect from the date that such Event of Default is no longer (and there are no other Events of Default) continuing;

for the purposes of Clause 11.2 (Payment of Interest), if, following receipt by the Agent of the Annual Financial Statements of the Group and related Compliance Certificate, those statements and the Compliance Certificate demonstrate that the Margin should not have been reduced or should have been increased in accordance with the above table, then the relevant provisions of Clause 11.2 (Payment of Interest) shall apply and the next payment of interest under the relevant Facility following receipt of the relevant Annual Financial Statements by the Agent shall be increased by such amount as is necessary to put the Agent and the Lenders in the position they should have been in had the appropriate rate of Margin been applied at the time (provided that such payments shall only apply to Lenders who were participating in the relevant Facility both at the time to which the adjustments relate and the time when the adjustments are actually made). The Agent’s determination of the adjustments payable shall be prima facie evidence of such adjustments and the Agent shall, if so requested by the Borrower, provide the Borrower with reasonable details of the calculation of such adjustments; and

for the purpose of determining the Margin, Most Recent Leverage and Relevant Period shall be determined in accordance with Clauses 22A.1 (Financial definitions) and 22A.3 (Financial testing).

the business, operations, property or financial condition of the Group (taken as a whole); or

the ability of the Obligors (taken as a whole) to perform any of their payment obligations under the Finance Documents; or

subject to the Legal Reservations and the Perfection Requirements, the validity or enforceability of, or the effectiveness or ranking of any Transaction Security granted or purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

if the numerically corresponding day is not a Business Day, that period shall end on the next 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;

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

if an Interest Period begins on the last Business Day of a calendar month and, consistent with the terms of this Agreement, that Interest Period is to be of a duration equal to a whole number of Months, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

the Borrower or the Agent (at the request of the Borrower) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents;

the consent, waiver or amendment in question requires the approval of all the Lenders; and

Lenders whose Commitments aggregate more than 80 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 80 per cent. of the Total Commitments immediately prior to that reduction) have consented or agreed to such waiver or amendment.

any Lender with any Commitment or any participation in any Loan under any Facility is being included to trigger a Market Disruption Event pursuant to paragraph (ii) of the definition of that term; or

any Lender with any Incremental Facility Increase Commitment or any participation in any Loan under any Incremental Facility Increase and falling in the definition of Non- Market Lender in any Incremental Facility Increase Notice relating to such Incremental Facility Increase.

accept or reject a request by or on behalf of any of the Obligors for any waiver, amendment or other consent requested in relation to any of the Facilities within 10 Business Days (or, if the Borrower agrees to a longer time period in relation to that request or the Borrower specifies a longer period in that request during which a Lender may respond, on or prior to the expiry of such longer period so agreed or specified by the Borrower) of a written request; or

sign a Transfer Certificate within 10 Business Days of any request pursuant to paragraph (a) of Clause 37.5 (Replaceable Lenders).

23

the audited consolidated financial statements of SCIH and the Parent for the Financial Year ended 31 December 2023; and

the unaudited consolidated financial statements of SCIH and the Parent for the Financial Quarters ended 31 March 2024, 30 June 2024 and 30 September 2024.

securities issued, or directly and fully guaranteed or insured, by the United States government or any agency or instrumentality of the United States government (as long as the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than nine months from the date of acquisition;

securities issued, or directly and fully guaranteed or insured, by the government of the Hong Kong SAR or any agency or instrumentality of the government of the Hong Kong SAR (as long as the full faith and credit of the Hong Kong SAR is pledged in support of those securities) having maturities of not more than nine months from the date of acquisition;

interest bearing demand or time deposits (which may be represented by certificates of deposit) issued by Acceptable Banks or, if not issued by an Acceptable Bank, secured at all times, in the manner and to the extent provided by law, by collateral security in sub-paragraph (a) or (b) above, of a market value of no less than the amount of monies so invested;

repurchase obligations with a term of not more than seven days for underlying securities of the types described in sub-paragraphs (a), (b) and (c) above entered into with any financial institution meeting the qualifications specified in sub-paragraph (c) above;

commercial paper having a rating of A-2 or P-2 from S&P or Moody’s respectively and in each case maturing within nine months after the date of acquisition;

any investment in money market funds which (i) have a credit rating of either A-2 or higher by Standard & Poor’s Rating Services or F2 or higher by Fitch or P-2 or higher by Moody’s Investor Services Limited, (ii) which invest substantially all their assets in securities of the types described in sub-paragraphs (a) to (e) above and (iii) can be turned into cash on not more than 30 days’ notice; and

any other debt security approved by the Majority Lenders.

for the Base Currency, the first day of that period;

for any Optional Currency (other than US dollars), two (2) Business Days prior to the first day of that period; and

for US dollars, two US Government Securities Business Days before the first day of that period.

(in relation to HIBOR) the principal office in the Hong Kong SAR or the Macau SAR of Industrial and Commercial Bank of China (Macau) Limited and Bank of China Limited or such other banks as may be appointed by the Agent in consultation with the Borrower; and

(in relation to a Benchmark Rate for a Loan in an Optional Currency) such banks and office locations as may be designated for such purposes by the Agent in consultation with the Borrower from time to time.

the applicable Term SOFR on the Quotation Date for the Term SOFR Loan and for a period equal in length to the Interest Period of that Loan; or

as otherwise determined pursuant to Clause 13.5 (Unavailability of Term SOFR),

its jurisdiction of incorporation;

any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;

any jurisdiction where it conducts its business; and

the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into by it.

in the Annex to the Executive Order;

on the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC; or

in any successor list to either of the foregoing.

in relation to the Original Lenders, the aggregate amount in HK dollars set opposite its name under the heading “Revolving Facility (General) Commitment” in Part 1 of Schedule 1 (Original Parties) and the amount of any other Revolving Facility (General) Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) and/or Clause 5B (Incremental Facility Increases); and

in relation to any other Lender, the amount in HK dollars of any Revolving Facility (General) Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) and/or Clause 5B (Incremental Facility Increases),

in relation to the Original Lenders, the aggregate amount in HK dollars set opposite its name under the heading “Revolving Facility (Green) Commitment” in Part 1 of Schedule 1 (Original Parties) and the amount of any other Revolving Facility (Green) Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) and/or Clause 5B (Incremental Facility Increases); and

in relation to any other Lender, the amount in HK dollars of any Revolving Facility (Green) Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) and/or Clause 5B (Incremental Facility Increases),

in relation to a Revolving Facility (Green) Loan disbursed in HK dollars, the HKD denominated settlement bank account of the Borrower opened with Bank of China, Limited, Macau Branch with account number 182811100059175 which is subject to Transaction Security pursuant to the Pledge over Onshore Accounts, or such other HKD denominated account that is subject to Transaction Security as designated by the Agent (acting on the instructions of the Lenders) and the Borrower in writing from time to time; and

in relation to a Revolving Facility (Green) Loan disbursed in an Optional Currency, the multi-currency settlement bank account of the Borrower opened with Bank of China, Limited, Macau Branch with account number 182888100046016 which is subject to Transaction Security pursuant to the Pledge over Onshore Accounts, or such other account for that Optional Currency that is subject to Transaction Security as designated by the Agent (acting on the instructions of the Lenders) and the Borrower in writing from time to time.

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

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

made or to be made to the Borrower for the purpose of refinancing that maturing Loan.

in relation to HIBOR, the Hong Kong SAR interbank offered rate administered by the Treasury Markets Association (or any other person which takes over the administration of that rate) for HK dollars for the relevant period displayed on page HKABHIBOR of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate); and

in relation to a Benchmark Rate for a Loan in an Optional Currency, the rate designated by the Agent (acting on the instructions of all the Lenders under the relevant Facility pursuant to which that Loan was made) and the Borrower from time to time,

in the case of Melco Resorts, Melco Resorts and its Subsidiaries (other than any member of the Group);

in the case of Silverpoint, Silverpoint, each of its Affiliates (other than any member of the Group), any trust of which Silverpoint or any of such Affiliates is a trustee, any partnership of which Silverpoint or any of such Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, Silverpoint or any of such Affiliates, provided that any such trust, fund or other entity which has been established for at least 6 months solely for the purpose of making, purchasing or investing in loans or debt securities and which is managed or controlled independently from all other trusts, funds or other entities managed or controlled by Silverpoint or any of such Affiliates which have been established for the primary or main purpose of investing in the share capital of companies shall not constitute a Sponsor Affiliate; and

in the case of a New Sponsor, the New Sponsor, each of its Affiliates (other than any member of the Group), any trust of which the New Sponsor or any of such Affiliates is a trustee, any partnership of which the New Sponsor or any of its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, the New Sponsor or any of such Affiliates, provided that any such trust, fund or other entity which has been established for at least 6 months solely for the purpose of making, purchasing or investing in loans or debt securities and which is managed or controlled independently from all other trusts, funds or other entities managed or controlled by the New Sponsor or any of such Affiliates which have been established for the primary or main purpose of investing in the share capital of companies shall not constitute a Sponsor Affiliate.

which is controlled, directly or indirectly, by the first mentioned company or corporation;

more than half the issued share capital of which (or, in the case of any company or corporation in which SCH5 owns a Golden Share, more than half the issued share capital of which, excluding for these purposes that Golden Share from such issued share capital) is beneficially owned, directly or indirectly by the first mentioned company or corporation; or

which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

the Finance Documents; and

the Constitutional Documents of each Obligor, SCIH, SCH5 and Melco Resorts Macau.

the proposed Transfer Date specified in the relevant Transfer Certificate or Assignment Agreement and Lender Accession Undertaking; and

the date on which the Agent executes the relevant Transfer Certificate or Assignment Agreement and Lender Accession Undertaking.

a Saturday or a Sunday; and

a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities.

Construction

Unless a contrary indication appears a reference in this Agreement to:

the “Agent”, the “Common Security Agent”, any “Finance Party”, the “Intercreditor Agent”, any “Lender”, any “Obligor”, any “Party”, the “POA Agent”, any “Secured Party”, the “Green Loan Coordinator” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees and, in the case of the Common Security Agent, any person for the time being appointed as Common Security Agent or Common Security Agents in accordance with the Finance Documents;

a document in “agreed form” is a document which is in a form previously agreed in writing by or on behalf of the Borrower and the Agent or, if not so agreed, is in the form specified by the Agent;

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

a “Finance Document” or a “Transaction Document” or any other agreement or instrument is a reference to that Finance Document or Transaction Document or other agreement or instrument as amended, novated, supplemented, extended, replaced or restated (in each case, however fundamentally);

“guarantee” means (other than in Clause 20 (Guarantee and indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

“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;

a “person” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) of two or more of the foregoing;

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;

an “equivalent amount in other currencies”, “equivalent amount in HK$”, “equivalent amount in US$” or “its equivalent” means, in relation to an amount in one currency, that amount converted on any relevant date into the relevant currency, HK$ or US$ (as the case may be) at the Agent’s Spot Rate of Exchange on that date and other than for the purposes of determining compliance with any basket amount, threshold and any other exceptions to any undertaking under Clause 23 (General undertakings) and any Event of Default under Clause 24 (Events of Default), the equivalent to any amount in HK dollars or the equivalent to any amount in US dollars shall be determined as at the time of the applicable incurrence, disposal, acquisition, investment, lease, loan, guarantee or other relevant action;

No breach of any undertaking under Clause 23 (General undertakings) and any Event of Default under Clause 24 (Events of Default) shall arise merely as a result of a subsequent change in the US dollar equivalent or HK dollar equivalent of any amount due to fluctuation in exchange rates;

a provision of law is a reference to that provision as amended or re-enacted;

a time of day is a reference to Hong Kong SAR time; and

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.

Any reference to the Agent “acting reasonably” shall, to the extent that the Agent seeks instructions from the Lenders or a group of Lenders in respect of any matter, be construed so as to require the Lenders or that group of Lenders to act reasonably in respect of that matter.

Section, Clause and Schedule headings are for ease of reference only.

Unless a contrary indication appears, (i) 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; and (ii) the word “including” shall be construed as “including without limitation” (and cognate expressions shall be construed similarly).

[Intentionally omitted].

A Default (including, for the avoidance of doubt, an Event of Default) is “continuing” if it has not been remedied or waived and an Acceleration Event is “continuing” if the notice in relation to such Acceleration Event has not been withdrawn, cancelled or otherwise ceased to have effect.

[Intentionally omitted].

[Intentionally omitted],

Notwithstanding any other provision of any Finance Document, none of the steps set out or described in, or any actions done or contemplated by, the Services and Right to Use Direct Agreement or the actions or intermediate steps necessary to implement any of those steps or actions shall constitute a breach of any representation or warranty, a breach of any undertaking or otherwise result in the occurrence of a Default or an Event of Default under a Finance Document.

The principles of construction and interpretation contained or referred to in paragraph (m) of clause 1.2 (Construction) of the Intercreditor Agreement shall apply to the construction and interpretation of the Services and Right to Use Direct Agreement, including to any capitalised term incorporated into the Services and Right to Use Direct Agreement by reference to this Agreement (whether or not such term is expressly defined in this Agreement). In the event of any inconsistency between the principles of construction contained or referred to in paragraph (m) of clause 1.2 (Construction) of the Intercreditor Agreement and a term defined in this Agreement, the principles of construction contained or referred to in paragraph (m) of clause 1.2 (Construction) of the Intercreditor Agreement shall take precedence.

Third party rights

Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or enjoy the benefit of any term of any Finance Document.

Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary any Finance Document at any time.

Intercreditor Agreement

Terms defined in the covenants

Recognition of Hong Kong Stay Powers

“Excluded Counterparty” means any Party which is (a) a financial market infrastructure; (b) the Hong Kong Monetary Authority; (c) the Government of the Hong Kong Special Administrative Region; (d) the government of a jurisdiction other than Hong Kong; or (e) the central bank of a jurisdiction other than Hong Kong; and

“Resolution Authority” means the resolution authority in Hong Kong in relation to a banking sector entity from time to time, which is currently the Hong Kong Monetary Authority.

The Facilities

The Facilities

a revolving loan facility in an aggregate amount equal to the Revolving Facility (General) Commitments; and

a revolving loan facility in an aggregate amount equal to the Revolving Facility (Green) Commitments.

Increase

The Borrower may by giving prior notice to the Agent by no later than the date falling 10 Business Days after the effective date of a cancellation of the Available Commitment or the Commitment (in respect of any Facility) of an Illegal Lender in accordance with Clause 8.1 (Illegality) or Replaceable Lender in accordance with Clause 37.7 (Cancellation and repayment of a Replaceable Lender (other than an Illegal Lender)) (such Available Commitment or Commitment so cancelled being the “Cancelled Commitment”) request that the Total Commitments be increased (and the Commitments under that Facility shall be so increased) by an aggregate amount in the Base Currency of up to the amount of the Cancelled Commitment as follows:

such increased Commitments under that Facility will be assumed by one or more Lenders or persons (other than a member of the Group) (each an “Increase Lender”) selected by the Borrower and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of such increased Commitments under that Facility which it is to assume (the “Assumed Commitment” of such Increase Lender), as if it had been an Original Lender;

each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had that Increase Lender been an Original Lender (with the Assumed Commitment in respect of such Increase Lender, in addition to any other Commitment which such Increase Lender may otherwise have in accordance with this Agreement);

each Increase Lender shall become a Party as a “Lender” and any Increase Lender (with the Assumed Commitment in respect of such Increase Lender, in addition to any other Commitment which such Increase Lender may otherwise have in accordance with this Agreement) and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;

the Commitments of the other Lenders shall continue in full force and effect; and

such increase in the Commitments under any Facility shall take effect on the later of (1) the date specified by the Borrower in the notice referred to above or (2) any later date on which the conditions set out in paragraph (b) below are satisfied in respect of such increase.

An increase in the Commitments under any Facility pursuant to this Clause 2.2 will only be effective on:

the execution by the Agent of an Increase Confirmation from each relevant Increase Lender in respect of such increase, which the Agent shall execute promptly on request;

the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and

in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase, the Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the Assumed Commitments by that Increase Lender. The Agent shall promptly notify the Borrower and the Increase Lender upon being so satisfied.

Each Increase Lender, by executing an Increase Confirmation, confirms 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 in Commitments (to which such Increase Confirmation relates) becomes effective.

The Borrower shall promptly on demand pay the Agent and the Common Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent or the Common Security Agent (as applicable and, in the case of the Common Security Agent, by any Receiver or Delegate) in connection with any increase in Commitments under this Clause 2.2.

An Increase Lender shall, on the date upon which its assumption of any Assumed Commitment takes effect, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 25.2 (Assignment or transfer fee) if such assumption was a transfer pursuant to Clause 25.5 (Procedure for transfer) and if the Increase Lender was a New Lender.

The Borrower may pay to an Increase Lender a fee in the amount and at the times agreed between the Borrower and that Increase Lender in a Fee Letter.

Clause 25.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:

an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase in Commitments;

the “New Lender” were references to that “Increase Lender”; and

a “re-transfer” and “re-assignment” were references to, respectively, a “transfer” and “assignment”.

Incremental Facility Increase

Finance Parties’ rights and obligations

The obligations of each Finance Party 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.

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 shall be 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.

A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

Obligors’ Agent

Each Obligor (other than the Parent) by its execution of this Agreement or an Accession Letter irrevocably appoints the Parent to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

the Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of the Borrower, Utilisation Requests), to execute on its behalf any Accession Letter, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Parent,

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

Purpose

Purpose

Subject to paragraph (b) below and Clause 5.5 (Limitations on Utilisations), the Borrower shall apply all amounts borrowed by it under:

the Revolving Facility (General) to finance the general corporate and working capital purposes of the Borrower and its Subsidiaries, including:

the payment (or reimbursement) of any fees, costs and expenses; and

the financing and refinancing of amounts expended on permitted joint venture investments, capital expenditure and business reorganisations; and

the Revolving Facility (Green) to (directly or indirectly) finance and/or refinance, in whole or in part:

any fees, costs and expenses expended on the construction, development and maintenance of the Eligible Green Assets (including the financing or refinancing of any capital expenditure (including any investment or restructuring constituting capital expenditure)); and/or

any general corporate and/or working capital for the purposes of the Eligible Green Assets.

The Borrower shall not and may not:

apply any amounts utilised under any Facility, directly or indirectly, towards:

any payments of interest or other finance payments (capitalised or otherwise) in respect of any Facility or any other Credit Facility (as defined in the Intercreditor Agreement) or pursuant to any Pari Passu Debt Document or under or in connection with any Subordinated Indebtedness of the Parent Guarantor, the Company or any Subsidiary Guarantor or Intercompany Note Proceeds Loan; or

it or the Parent making or paying any dividend or other distribution in respect of any shares or other equity interests, repaying, returning or distributing any share premium or other reserve or purchasing, redeeming or retiring any shares or other equity interest (or any transaction of substantially equivalent economic effect); or

apply any amounts utilised under any Facility, directly or indirectly, towards any purposes connected with the operation of casino games of chance or other forms of gaming (including, without limitation, financing the acquisition, maintenance or repair of equipment and utensils used in the operation of casino games of chance or other forms of gaming or fitting out any casino); or

apply any amounts utilised under any Facility, directly or indirectly, towards any purposes connected with the funding, financing, acquisition, or other form of investment in any asset, project, undertaking, venture or other forms of assets located, situated or with a nexus outside of Macau SAR.

Monitoring

Conditions of utilisation

Initial conditions precedent

The Borrower may not deliver a Utilisation Request unless and until the Agent has received (or the Lenders or the Agent has waived the requirement to receive) all of the documents and other evidence listed in Part 1 of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Lenders (acting reasonably) (except where such documents and other evidence are stated to be for information purposes only in which case such documents and other evidence shall be satisfied upon receipt without the Lenders making any determination or otherwise being satisfied as to form or substance) (the “Condition”). The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied. The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to any Utilisation if the Condition has been satisfied on or before 11.00 a.m. on the date falling three (3) Business Days prior to the first Utilisation Date (or by such later date as the Agent may agree).

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

Utilisation conditions precedent

in the case of a Rollover Loan:

no Acceleration Event is continuing; and

no Event of Default under Clause 24.5 (Insolvency) or Clause 24.6 (Insolvency proceedings) has occurred and is continuing;

in the case of any Loan (other than a Rollover Loan):

no Default is continuing or would result from the proposed Utilisation;

all the Repeating Representations are true and correct in all respects or (to the extent such Repeating Representations are not already subject to or qualified as to materiality) all material respects; and

there has been no material adverse change in the business, assets or financial condition of the Group (taken as a whole) since 31 December 2023;

in the case of a Loan to be utilised on the first Utilisation Date only:

the amount of such Loan to be made will not result in the LTV Ratio being equal to or exceeding the Maintenance LTV Ratio; and

the Agent has received a certificate (in form and substance satisfactory to the Lenders (acting reasonably)) confirming the aggregate amount of Borrowings of SCIH and its Subsidiaries that is secured by any asset or equity interest as at the first Utilisation Date and signed by a duly authorised director of SCIH; and

in the case of a Revolving Facility (Green) Loan, the Agent has received evidence satisfactory to the Agent (acting on the instructions of the Lenders (acting reasonably)) that the Borrower will be applying the proceeds of that Revolving Facility (Green) Loan to the Eligible Green Assets in accordance with the terms of this Agreement.

Maximum number of Utilisations

Conditions relating to Optional Currencies

A currency will constitute an Optional Currency in relation to a Facility if:

it is readily available in the amount required and freely convertible into the Base Currency in the wholesale market for that currency on the Quotation Date and the Utilisation Date for that Utilisation; and

(A) it is US dollars or (B) it has been approved by the Agent (in its own capacity) and the Agent (acting on the instructions of all the Lenders in the relevant Facility) on or prior to receipt by the Agent of the relevant Utilisation Request for that Utilisation.

If the Agent has received a written request from the Borrower for a currency to be approved under paragraph (a)(ii) above, the Agent will confirm to the Borrower within five (5) Business Days of receipt of the relevant written request from the Borrower:

whether or not the relevant Lenders have granted their approval; and

if approval has been granted, the minimum amount for any subsequent Utilisation in that currency.

Green Loans

The Borrower shall maintain detailed records in respect of each Revolving Facility (Green) Loan that it has requested pursuant to this Agreement and the manner in which the proceeds of such Revolving Facility (Green) Loans have been applied as contemplated by paragraph (a)(ii) of Clause 3.1 (Purpose).

The Parties agree that:

subject to Clause 23.18 (Green Loan Provisions), the Revolving Facility (Green) may be characterised as a “green facility” and the Revolving Facility (Green) Loans hereunder may be characterised as “green loans” by any Party and may be described as such in any announcement, publication, disclosure or other communication issued by any Party;

without limiting paragraph (i), the Borrower shall consult in good faith with the Agent prior to any Obligor or any member of the Group making any announcement, publication, disclosure or other communication in respect of the Revolving Facility (Green) Facility being a “green facility” and/or any Revolving Facility (Green) Loans hereunder being described as Revolving Facility (Green) Loans hereunder may be characterised as “green loans”; and

without limiting paragraph (i), each Finance Party agree to consult in good faith with the Borrower prior to making any announcement, publication, disclosure or other communication in respect of the Revolving Facility (Green) Facility being a “green facility” and/or any Revolving Facility (Green) Loans hereunder being described as Revolving Facility (Green) Loans hereunder may be characterised as “green loans”.

Utilisation – Loans

Delivery of a Utilisation Request

Completion of a Utilisation Request

Each Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly completed unless:

it identifies the Facility to be utilised;

the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;

the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);

the proposed Interest Period complies with Clause 12 (Interest Periods); and

(other than in the case of any Rollover Loan or any Revolving Facility (General) Loan) it specifies the account(s) and bank(s) to which the proceeds of such Loan shall be disbursed which shall be the relevant Revolving Facility Loan Disbursement Account for the currency of that Utilisation (only).

Only one Utilisation may be requested in each Utilisation Request.

Currency and amount

The currency specified in a Utilisation Request must be the Base Currency or an Optional Currency.

The amount of the proposed Utilisation of a Facility must be:

if the currency selected is the Base Currency, a minimum of HK$40,000,000 and in integral multiples of HK$10,000,000 or, if less, the Available Facility applicable to that Facility;

if the currency selected is US dollars, a minimum of US$5,000,000 and in integral multiples of US$1,000,000 or, if less, the Available Facility applicable to that Facility; and

if the currency selected is an Optional Currency other than US dollars, a minimum of the minimum amount (if any) and in integral multiples of the integral multiple amount (if any) specified by the Agent pursuant to Clause 4.4 (Conditions relating to Optional Currencies) or, if less, the Available Facility applicable to that Facility.

Lenders’ participation

Subject to Clause 7.2 (Revolving Facility), if the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

The amount of each Lender’s participation in each Loan under a Facility will be equal to the proportion of that Loan borne by its Available Commitment (in respect of such Facility) to the Available Facility (in respect of that Facility) immediately prior to making that Loan.

[Intentionally omitted].

The Agent shall, by 2.00 p.m. on the third Business Day prior to the proposed Utilisation Date, determine the Base Currency Amount of each Loan which is to be made in an Optional Currency and notify each Lender of the amount, currency and the Base Currency of each Loan, the amount of its participation in that Loan and, if different, the amount of that participation to be made available in cash.

Limitations on Utilisations

Amounts borrowed under or in respect of the Facilities shall not be applied (directly or indirectly) for business activities (1) relating to or involving (A) Cuba, Sudan, Iran, Myanmar (Burma), Syria, North Korea, Donetsk Republic, Luhansk Republic, Kherson or Zaporizhzhia (in each case to the extent such country is subject to any economic and/or trade sanctions) or (B) any other countries that are subject to economic and/or trade sanctions as notified in writing by the Agent (acting on behalf of any Lender) to the Borrower from time to time (C) any Restricted Party or (2) which would otherwise result in a breach of any Anti-Terrorism Law.

Without prejudice to paragraph (a) above, the proceeds of the Facility shall not be applied towards any purpose other than a purpose specified in Clause 3 (Purpose).

Cancellation of Commitment

Optional Currencies

Selection of currency

Unavailability of a currency

a Lender notifies the Agent that the Optional Currency requested is not readily available to it in the amount required; or

a Lender notifies the Agent that compliance with its obligation to participate in a Loan in the proposed Optional Currency would contravene a law or regulation applicable to it,

Agent’s calculations

Incremental Facility Increase

Type of Facility

Availability and establishment of Incremental Facility Increases

Subject to obtaining written consent from each of the Lenders, if the Borrower and one or more Lenders or other entities (being such other banks, financial institutions, trusts, funds or other entities which are regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets and which are not Lenders, the “Non-Lenders”) agree, except as otherwise provided in this Agreement, such Lenders and Non-Lenders may make available Commitments in respect of Incremental Facility Increases in an aggregate amount not exceeding US$100,000,000 (the “Incremental Facility Increase Limit”).

The Borrower may request the establishment of an Incremental Facility Increase of a Facility by delivering to the Agent a valid and duly completed notice substantially in the form set out in Schedule 13 (Form of Incremental Facility Increase Notice) (an “Incremental Facility Increase Notice”) prior to the Termination Date in respect of that Facility requesting that such Lenders and Non-Lenders make available an Incremental Facility Increase.

Each Incremental Facility Increase Notice shall not be duly completed unless it:

sets out the aggregate Commitment amount (the “Requested Facility Amount”), availability period and commitment fees (if any) of or with respect to the Incremental Facility Increase that is the subject of such Incremental Facility Increase Notice (the “Relevant Incremental Facility Increase”);

confirms that each Lender has agreed to the establishment of the Relevant Incremental Facility Increase;

specifies the currency in which the Commitments for the Relevant Incremental Facility Increase will be denominated (which shall be limited to the Base Currency) and the currency or currencies in which the Relevant Incremental Facility Increase may be utilised (which shall be limited to the Base Currency and any Optional Currency);

specifies the relevant Facility to which the Incremental Facility Increase relates;

specifies any other relevant terms relating to the Relevant Incremental Facility Increase (which shall not conflict with any other term of the Finance Documents or the other Secured Obligations Documents);

(if the Borrower so chooses, at its discretion, to invite any Lender to participate in the Relevant Incremental Facility Increase) invites each Lender to participate in the Relevant Incremental Facility Increase in an amount up to that Lender’s Pro Rata Share (for such purposes, “Pro Rata Share” means, in relation to a Lender, the percentage of the aggregate amount of the Relevant Incremental Facility Increase that such Lender’s existing Commitments (in aggregate across the Facilities) bear to the existing Total Commitments on the date of the Incremental Facility Increase Notice);

confirms that the Repeating Representations are true and accurate in all material (or, to the extent that the Repeating Representation is subject to any materiality qualifier, all) respects as at the date of the Incremental Facility Increase Notice;

confirms that no Event of Default is continuing at the time of, or would arise as a result of, the establishment and utilisation of the Relevant Incremental Facility Increase; and

is signed by the Parent and the Borrower.

Upon receipt of an Incremental Facility Increase Notice, the Agent shall promptly and in any case within three (3) Business Days forward that Incremental Facility Increase Notice to all Lenders and each Lender (if applicable) shall have ten (10) Business Days (or such longer time as the Agent and the Borrower may agree) from the date of the Incremental Facility Increase Notice to accept any invitation made by the Borrower as contemplated by paragraph (c)(vi) above (the “Lender Invitation Period”). Following the expiry of the Lender Invitation Period, any Lender that has not responded to the Borrower in relation to the Incremental Facility Increase Notice (or has declined the invitation to participate) shall not participate in the Relevant Incremental Facility Increase (other than as a result of an assignment or transfer in accordance with Clause 25 (Changes to the Lenders)).

No Lender shall be obliged to participate in any Incremental Facility Increase.

The Borrower shall be permitted to invite Non-Lenders to provide commitments for and to become Lenders under the Relevant Incremental Facility Increase (and each such entity that agrees to provide a commitment in relation to a Relevant Incremental Facility Increase will be an “Additional Lender”) subject to paragraphs (g) and (h) below, provided that if the Borrower has invited Lenders to provide any commitments in the Relevant Incremental Facility Increase, its invitation to Non-Lenders shall not prejudice the right of Lenders to participate in an amount up to its Pro Rata Share.

If sufficient Lenders and Additional Lenders have provided acceptances to the Borrower to make available commitments (of an aggregate amount not less than the Requested Facility Amount, or, subject to paragraph (a) above, such other amount agreed between the Borrower, the Lenders and the Additional Lenders) in respect of the Relevant Incremental Facility Increase, the Borrower shall notify the Agent and each other Obligor of:

the aggregate amount of the commitments that have been agreed to be made available by the Lenders and/or Additional Lenders in respect of the Relevant Incremental Facility Increase (such commitments being “Incremental Facility Increase Commitments”);

the Facility to which the Incremental Facility Commitments relate; and

the identity and notice details of the Lenders and Additional Lenders (the “Incremental Facility Increase Lenders”) that have agreed to provide the Relevant Incremental Facility Increase,

Each Additional Lender which has been selected by the Borrower to be an Incremental Facility Increase Lender may accede to this Agreement as a Lender by duly completing and signing an Incremental Facility Increase Lender Accession Deed prior to making available its Incremental Facility Increase Commitments and the Agent shall only be obliged to execute the relevant Incremental Facility Increase Lender Accession Deed delivered to it by an Additional Lender once it is satisfied that it and the Common Security Agent have complied with all necessary “know-your-customer” checks or other similar checks under all applicable laws and regulations in relation to such Additional Lender and at any time thereafter such Additional Lender shall be treated as a Lender for the purposes of this Agreement. Each Party irrevocably authorises and instructs the Agent to execute any Incremental Facility Increase Lender Accession Deed on its behalf. By executing an Incremental Facility Increase Lender Accession Deed, the Additional Lender agrees to become a Lender and a Party to this Agreement and a party to the Intercreditor Agreement. On the date that the Agent executes an Incremental Facility Increase Lender Accession Deed, the relevant Additional Lender, each Finance Party and the Borrower shall assume obligations towards one another and acquire rights against one another as that Additional Lender, the Finance Parties and the Borrower would have acquired and assumed had that Additional Lender been an Original Lender with the rights and obligations acquired or assumed by it as a result of its accession and the relevant Additional Lender shall become a Party as a Lender. Clause 25.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 5B in relation to an Additional Lender as if references in that Clause to:

an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;

the “New Lender” were references to that Additional Lender; and

a “re-transfer” and “re-assignment” were references to, respectively, a “transfer” and “assignment”.

The making available of any Incremental Facility Increase will require the consent of all Lenders.

An Incremental Facility Increase shall not be established under this Clause 5B and made available unless:

the Agent and each Obligor has received a notice in respect of that Incremental Facility Increase from the Borrower pursuant to paragraph (g) above;

the Agent has executed an Incremental Facility Increase Lender Accession Deed in respect of each Additional Lender in respect of that Incremental Facility Increase;

the terms of that Incremental Facility Increase do not conflict with Clause 5B.3 (Terms of Incremental Facility Increases);

the aggregate of (I) the principal amount of such Incremental Facility Increase and (II) the principal amounts of such other Incremental Facility Increase established from time to time (and without regard to any cancellations of any Incremental Facility Increase Commitments) under this Clause 5B.2 does not exceed the Incremental Facility Increase Limit;

the Agent has received:

written authorisation from each Incremental Facility Increase Lender confirming (x) the Commitments it agrees to provide under the Incremental Facility Increase on the terms of the applicable Incremental Facility Increase Notice and this Agreement, (y) that it is not a member of the Group or a Sponsor Affiliate and (z) that the Agent may establish the relevant Incremental Facility Increase and its Commitments under that Incremental Facility Increase on its behalf;

such customary legal opinions (at the cost of the Borrower) in form and substance satisfactory to the Agent (acting reasonably on the instructions of the Majority Lenders) and any documents required in connection therewith;

(x) evidence in form and substance satisfactory to the Agent (acting reasonably) that any Authorisation required from a Governmental Authority (including of the government of Macau SAR) for the purposes of incurring Financial Indebtedness under an Incremental Facility Increase in connection with such Financial Indebtedness has been obtained or (y) advice from Macanese counsel that no such Authorisations are required from any Governmental Authority; and

consent from each Lender on the establishment of such Incremental Facility Increase;

without prejudice to Clause 4.3 (Maximum number of Utilisations), the specified maximum number of Loans that may be outstanding under the Relevant Incremental Facility Increase at any time is acceptable to the Agent (acting reasonably);

(in the case of any Incremental Facility Increase the rate of interest of which relies on a calculation methodology (whether by reference to a published rate, a calculation or otherwise)), the Agent has confirmed that it can perform such calculation methodology;

no Event of Default is continuing at the time of, or would arise as a result of, the establishment and utilisation of the Relevant Incremental Facility Increase; and

the relevant requirements of clause 25.11 (Accession of Credit Facility Creditors under New Credit Facilities) of the Intercreditor Agreement have been or are contemporaneously being satisfied.

Subject to the conditions of this Clause 5B.2 being met in respect of an Incremental Facility Increase, the Agent shall (at the cost of the Borrower) establish that Incremental Facility Increase and the Commitments of each Incremental Facility Increase Lender in respect of that Incremental Facility Increase by way of written notice to the Parent and the Borrower, which Incremental Facility Increase and Commitments shall commence on the Agent’s receipt of the Parent’s and the Borrower’s written countersignatures to such notice (the date of such receipt by the Agent, the “Incremental Facility Increase Establishment Date” in respect of that Incremental Facility Increase). Each Incremental Facility Increase Lender in respect of an Incremental Facility Increase shall make available its Commitments under the Incremental Facility Increase on and from the Incremental Facility Increase Establishment Date for that Incremental Facility Increase on the terms of this Agreement and any Incremental Facility Increase Document relating to that Incremental Facility Increase. The Commitments of the other Lenders shall continue in full force and effect.

Each Incremental Facility Increase Lender shall, on the date upon which any of its Incremental Facility Increase Commitments are established, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 25.3 (Assignment or transfer fee) if the assumption of such Commitments was a transfer pursuant to Clause 25.5 (Procedure for transfer) and as if that Incremental Facility Increase Lender was a New Lender.

Terms of Incremental Facility Increases

General

Each Obligor confirms:

the authority of the Parent and the Borrower to agree, implement and establish Incremental Facility Increase Commitments in accordance with this Agreement; and

(to the extent applicable to it) that its guarantee and indemnity recorded in Clause 20 (Guarantee and indemnity) (or any applicable Accession Deed or other Finance Document), and all Transaction Security granted by it will, subject only to any applicable limitations on such guarantee and indemnity referred to in Clause 20 (Guarantee and indemnity) and any Accession Deed pursuant to which it became an Obligor or the terms of the Transaction Security Documents, extend to include any other obligations arising under or in respect of the Incremental Facility Increase Commitments.

The Agent may but is not obliged to, for and on behalf of the Finance Parties, together with the Obligors’ Agent, effect such amendments to this Agreement and the other Finance Documents as may be necessary or appropriate, in the reasonable opinion of the Agent and the Common Security Agent, to give effect to the provisions of this Clause 5B.

Each Additional Lender, by providing its acceptance to make available Incremental Facility Increase Commitments in accordance with this Clause 5B, 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 establishment of those Incremental Facility Increase Commitments becomes effective.

The Agent is authorised by the Group to disclose the terms of any Incremental Facility Increase Notice to any of the other Finance Parties and, upon request by the other Finance Parties, will promptly disclose such terms to the other Finance Parties.

The provisions of this Agreement will apply (mutatis mutandis) to the Incremental Facility Increase Commitments.

[Intentionally omitted]

Repayment

[Intentionally omitted]

Revolving Facility

The Borrower shall repay each Loan in full on the last day of its Interest Period.

Without prejudice to the Borrower’s obligations under paragraph (a) above, if one or more Loans are to be made available to the Borrower:

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

under the same Facility; and

in whole or in part for the purpose of refinancing the maturing Loan,

if the amount of the maturing Loan under the relevant Facility exceeds the aggregate amount of the new Loans of that Facility:

the Borrower will only be required to pay an amount in cash in the relevant currency equal to that excess; and

each Lender’s participation (if any) in the new Loans of that Facility shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation (if any) in the maturing Loan of that Facility and that Lender will not be required to make its participation in the new Loans of that Facility available in cash; and

if the amount of the maturing Loan under the relevant Facility is equal to or less than the aggregate amount of the new Loans of that Facility:

the Borrower will not be required to make any payment in cash; and

each Lender will be required to make its participation in the new Loans of that Facility available in cash only to the extent that its participation (if any) in the new Loans of that Facility exceeds that Lender’s participation (if any) in the maturing Loan of that Facility and the remainder of that Lender’s participation in the new Loans of that Facility shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Loan of that Facility.

At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in the Loans then outstanding will be automatically extended to the Termination Date and will be treated as separate Loans (the “Separate Loans”) denominated in the currency in which such participations are outstanding.

A Separate Loan may be prepaid by giving five (5) Business Days’ prior notice to the Agent. The Agent will forward a copy of a prepayment notice received in accordance with this paragraph (d) to the Defaulting Lender concerned as soon as practicable on receipt.

Interest in respect of a Separate Loan will accrue for successive Interest Periods selected by the Borrower by the time and date specified by the Agent (acting reasonably) and will be payable by the Borrower to the Agent (for the account of that Defaulting Lender) on the last day of each Interest Period of that Loan.

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

Without prejudice to paragraphs (a) and (b) above, until the Borrower notifies the Agent otherwise (which may be by delivery of (i) a separate Utilisation Request indicating the selection of a different Interest Period for the relevant maturing Loan or (ii) a notice to repay the relevant maturing Loan on the last day of the Interest Period of that relevant maturity Loan) not later than 11:00 a.m. three (3) Business Days prior to the last day of the Interest Period of the relevant maturing Loan and subject to paragraph (a) of Clause 4.2 (Further conditions precedent), the Borrower hereby makes the request (in place of delivering a separate Utilisation Request) that a Loan in an amount equal to a maturing Loan shall be automatically utilised with the same length of Interest Period as that of such maturing Loan on the last day of the Interest Period of such maturing Loan. The foregoing request shall be deemed to be a Utilisation Request and shall be, unless expressly provided otherwise in this paragraph (g), subject to all other provisions in this Agreement applicable to a Utilisation Request.

Illegality, voluntary prepayment and cancellation

Illegality

that Lender shall promptly notify the Agent upon becoming aware of that event;

upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and

to the extent that Lender’s participation has not been transferred pursuant to Clause 37.5 (Replaceable Lenders), the Borrower shall repay that Lender’s participation in each Utilisations on the last day of the Interest Period for each Utilisation 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).

Voluntary cancellation

The Borrower may, if it gives the Agent not less than five (5) Business Days’ prior notice, cancel the whole or any part (being a minimum of HK$15,000,000) of the Available Facility in respect of the relevant Facility.

Any cancellation under this Clause 8.2 shall reduce the Commitments of the relevant Lenders rateably under that Facility.

[Intentionally omitted]

Voluntary prepayment of Loans

Mandatory prepayment

Definitions

the spouse, or any minor child (natural or adopted) or minor step-child, of Mr. Lawrence Ho Yau Lung;

any corporation of which Mr. Lawrence Ho Yau Lung is a director;

any employee or partner of Mr. Lawrence Ho Yau Lung;

the trustee of a trust of which Mr. Lawrence Ho Yau Lung, his spouse, minor child (natural or adopted) or minor step-child, is a beneficiary or a discretionary object;

another person in accordance with whose directions or instructions Mr. Lawrence Ho Yau Lung is accustomed or obliged to act;

another person accustomed or obliged to act in accordance with the directions or instructions of Mr. Lawrence Ho Yau Lung;

a corporation in accordance with the directions or instructions of which, or the directions or instructions of the directors of which, Mr. Lawrence Ho Yau Lung is accustomed or obliged to act;

a corporation which is, or the directors of which are, accustomed or obliged to act in accordance with the directions or instructions of Mr. Lawrence Ho Yau Lung;

a corporation at general meetings of which Mr. Lawrence Ho Yau Lung, either alone or together with another, is directly or indirectly entitled to exercise or control the exercise of 20% or more of the voting power;

a corporation of which Mr. Lawrence Ho Yau Lung controls the composition of the board of directors; and

without limiting the circumstances in which paragraphs (a) to (j) apply, in circumstances concerning the securities of or other interest in a corporation, or rights arising out of the holding of such securities or such interest, any other person with whom Mr. Lawrence Ho Yau Lung has an agreement or arrangement:

with respect to the acquisition, holding or disposal of such securities or such interest; or

under which they undertake to act together in exercising their voting power at general meetings of the corporation.

the first day on which Mr. Lawrence Ho Yau Lung and the Associates of Mr. Lawrence Ho Yau Lung (collectively) cease to (directly or indirectly) be the single largest shareholder of SCIH; or

the first day on which Mr. Lawrence Ho Yau Lung and the Associates of Mr. Lawrence Ho Yau Lung (collectively) cease (directly or indirectly) to control SCIH. For purposes of this definition, “control” as used with respect to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities, by agreement or otherwise, provided that for so long as Mr. Lawrence Ho Yau Lung and the Associates of Mr. Lawrence Ho Yau Lung are the direct or indirect beneficial owners, or have the right to direct the voting (by agreement or otherwise), of at least 20% of the Voting Stock of SCIH, they will be deemed to control SCIH.

a Concession Expiry; or

a Land Concession Termination.

Change of Control, Change of Control (Mr. Ho), Concession-Related Mandatory Prepayment Event and Disposal Prepayment Event

If a Change of Control, Change of Control (Mr. Ho) or Concession-Related Mandatory Prepayment Event occurs:

the Parent will promptly notify the Agent upon becoming aware of that event;

no Lender shall be obliged to fund a Utilisation (except for a Rollover Loan); and

if a Lender (other than, in the case of a Change of Control (Mr. Ho), a Lender which is a Sponsor Affiliate) so requires and notifies the Agent within 20 Business Days of the earlier of (A) the Parent’s notifying the Agent of the event and (B) that Lender becoming aware the event has occurred, the Agent shall, by not less than 10 Business Days’ notice to the Parent, cancel the Commitment(s) of that Lender in respect of each Facility and declare the participation of that Lender in all outstanding Utilisations in respect of each Facility, together with accrued interest and all other amounts accrued under the Finance Documents to that Lender, immediately due and payable, whereupon the Commitment of that Lender in respect of each Facility will be cancelled and, to the extent that Lender’s relevant participations have not been transferred pursuant to Clause 37.5 (Replaceable Lenders), all such outstanding amounts will become immediately due and payable.

If a Disposal Prepayment Event occurs, the Facilities will be cancelled and all outstanding Utilisations, together with accrued interest and all other amounts accrued under the Finance Documents, shall become immediately due and payable.

In accordance with paragraph (g) of Clause 37.3 (Exceptions), any waiver which relates to a right to prepayment under this Clause 9.2 may only be waived with the consent of the Lender that is entitled to the prepayment.

LTV Ratio

Restrictions

Notices of cancellation or prepayment

Interest and other amounts

Reborrowing of Facilities

Prepayment in accordance with Agreement

No reinstatement of Commitments

Agent’s receipt of notices

[Reserved]

Effect of repayment and prepayment

Interest

Calculation of interest – Term Rate Loans

Margin; and

(i)   in relation to any Term Rate Loan in the Base Currency, HIBOR; or

in relation to any Term Rate Loan in any other currency, the Benchmark Rate for that currency,

Calculation of interest – Term SOFR Loans

Margin; and

Reference Rate,

Payment of interest

The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period (and, if the Interest Period is longer than three Months, on the dates falling at three-monthly intervals after the first day of the Interest Period).

If the Annual Financial Statements of the Group and related Compliance Certificate received by the Agent show that the Margin should not have been reduced or a higher Margin should have applied to a Loan during a certain period (the Applicable Period for the purposes of this paragraph (b)), the next payment(s) of interest falling due on each Loan shall be increased to the extent necessary to put the Agent and the Lenders (but only in respect of payments to the Lenders participating in the relevant Facility both during such Applicable Period and at the time at which such increase is actually made) in the position they would have been in had the appropriate rate of the Margin applied during such period.

Default interest

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2 per cent. per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted a Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 11.3 shall be immediately payable by the relevant Obligor on demand by the Agent.

If any Unpaid Sum consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

the rate of interest applying to the Unpaid Sum during that first Interest Period shall be 2 per cent. per annum higher than the rate which would have applied if the Unpaid Sum had not become due.

Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

Notification of rates of interest

Revolving Facility (Green) Margin Adjustment

The Margin applicable to each Revolving Facility (Green) Loan (including any Revolving Facility (Green) Loan which is a Rollover Loan) shall be adjusted downwards by 0.05% towards the applicable “Applicable Margin” as set out in the table included in the definition of “Margin” (the “Adjusted Margin”) for an Interest Period, provided that no Declassification Event has occurred as of the first date of the Interest Period relating to the Revolving Facility (Green) Loan (including any Revolving Facility (Green) Loan which is a Rollover Loan).

Any Margin Adjustment in respect of the Margin of a Revolving Facility (Green) Loan shall take effect from and including the first day of the Interest Period relating to that Revolving Facility (Green) Loan (including any Revolving Facility (Green) Loan which is a Rollover Loan).

For the avoidance of doubt and for the purposes of computing the Adjusted Margin, the Agent shall apply the Margin Adjustment to the margin for a Revolving Facility (Green) Loan (including any Revolving Facility (Green) Loan which is a Rollover Loan) in accordance with the definition of Margin (save for the effect of this Clause 11.5), and not the prevailing Adjusted Margin for that Revolving Facility (Green) Loan.

If a Declassification Event has occurred at any time during the life of the Revolving Facility (Green), the Margin Adjustment shall be disapplied in respect of any Revolving Facility (Green) Loan (including any Revolving Facility (Green) Loan which is a Rollover Loan) to which the first day of its Interest Period commences after the Declassification Event.

Interest Periods

Selection of Interest Periods

The Borrower (or the Parent on behalf of the Borrower) may select an Interest Period for a Loan in the Utilisation Request for that Loan.

Subject to this Clause 12, the Borrower (or the Parent) may select an Interest Period for a Loan of one, three or six Months or any other period agreed between the Borrower and the Agent (acting on the instructions of all the Lenders in relation to the relevant Loan).

An Interest Period for a Loan shall not extend beyond the Termination Date applicable to its Facility.

Each Interest Period for a Loan shall start on the Utilisation Date with respect to that Loan or (if already made) on the last day of its preceding Interest Period.

Each Loan has one Interest Period only.

Non-Business Days

Changes to the calculation of interest

Absence of quotations

Market disruption

If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

the Margin; and

the rate notified to the Agent by that Lender as soon as practicable and in any event not less than the date falling two (2) Business Days after the Quotation Date (or, if earlier, on the date falling two (2) Business Days prior to the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select.

In this Agreement “Market Disruption Event” means:

at or about noon on the Quotation Date for the relevant Interest Period for the relevant Loan the Screen Rate is not available or the Screen Rate is zero or negative and none or only one of the Reference Banks supplies a rate to the Agent to determine HIBOR or, if applicable, a Benchmark Rate for the relevant currency and Interest Period; or

before close of business on the Business Day immediately following the Quotation Date for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose aggregate participations in that Loan exceed 35 per cent. of that Loan) that the cost to it of obtaining matching deposits in the Relevant Interbank Market would be in excess of HIBOR or, if applicable, the Benchmark Rate.

If a Market Disruption Event shall occur, the Agent shall promptly notify the Lenders and the Borrower thereof.

If:

the percentage rate per annum notified by a Lender pursuant to paragraph (a)(ii) above is less than HIBOR or, if applicable, the Benchmark Rate; or

a Lender has not notified the Agent of a percentage rate per annum notified by a Lender pursuant to paragraph (a)(ii) above,

Alternative basis of interest or funding

If a Market Disruption Event occurs or Clause 13.6 (Cost of Funds) applies and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

For the avoidance of doubt, in the event that no substitute basis is agreed at the end of the thirty day period, the rate of interest shall continue to be determined in accordance with the terms of this Agreement.

Break Costs

Each Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

Unavailability of Term SOFR

Interpolated Term SOFR: If Term SOFR is not available for the Interest Period of a Term SOFR Loan, the Reference Rate for such Interest Period shall be Interpolated Term SOFR for a period equal in length to the Interest Period of that Term SOFR Loan.

Historic Term SOFR: If paragraph (a) above applies but Interpolated Term SOFR is not available for the Interest Period of the relevant Term SOFR Loan, the Reference Rate for such Interest Period shall be Historic Term SOFR for a period equal in length to the Interest Period of that Term SOFR Loan.

Interpolated Historic Term SOFR: If paragraph (b) above applies but Historic Term SOFR is not available for the Interest Period of the relevant Term SOFR Loan, the Reference Rate for such Interest Period shall be Interpolated Historic Term SOFR for a period equal in length to the Interest Period of that Term SOFR Loan.

Cost of funds: If paragraph (c) above applies but the Interpolated Historic Term SOFR is not available for the Interest Period of the relevant Term SOFR Loan, there shall be no Reference Rate for that Term SOFR Loan and Clause 13.6 (Cost of Funds) shall apply to that Term SOFR Loan for that Interest Period.

Cost of Funds

If this Clause 13.6 applies, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

the Margin; and

the rate notified to the Agent by that Lender as soon as practicable and in any event not less than the date falling two (2) Business Days after the Quotation Date (or, if earlier, on the date falling two (2) Business Days prior to the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select.

If a Lender has not notified the Agent of a percentage rate per annum notified by a Lender pursuant to paragraph (a)(ii) above, the cost to that Lender of funding its participation in that Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the average of the percentage rate(s) per annum notified to the Agent by each of the other Lenders which has notified the Agent of a percentage rate per annum notified by a Lender pursuant to paragraph (a)(ii) above.

Fees

Commitment fee

The Borrower shall (or shall procure that a Group Member will) pay to the Agent (for the account of each Lender) a commitment fee in the Base Currency that is computed at a rate of 35 per cent. of the Margin applicable to each Facility on that Lender’s Available Commitment under that Facility for the period from (and including) the first date of the Availability Period applicable to the relevant Facility to (but excluding) the last day of the Availability Period applicable to that Facility, provided that for the purposes of calculating the Margin applicable to the Revolving Facility (Green), to the extent that margin adjustments has been made in accordance with Clause 11.5 (Revolving Facility (Green) Margin Adjustment) in respect of a Revolving Facility (Green) Loan during such Availability Period, the relevant Adjusted Margin shall deemed to be applicable to the relevant Available Commitment under the Revolving Facility (Green).

The accrued commitment fee is payable on the last day of each successive period of three Months which ends during the relevant period specified in paragraph (a) above, on the last day of the relevant Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time such cancellation is effective.

The Borrower shall pay to the Agent (for the account of each applicable Incremental Facility Increase Lender) the fee (if any) specified as the commitment fee in the applicable Incremental Facility Increase Notice at the times and in the amounts specified in the applicable Incremental Facility Increase Notice.

No commitment fee is payable to the Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

Agent’s fee

Upfront fee

Green Loan Coordinator’s fees

Tax gross-up and indemnities

Definitions

In this Agreement:

Tax gross-up

Each Obligor shall make all payments to be made by it under a Finance Document without any Tax Deduction, unless a Tax Deduction is required by law.

The Borrower shall promptly upon an Obligor becoming aware that such Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower and that relevant Obligor.

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

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

Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

Tax indemnity

Without prejudice to Clause 15.2 (Tax gross-up), the Borrower shall (within five (5) Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document or the transactions occurring under such Finance Document.

Paragraph (a) above shall not apply:

with respect to any Tax assessed on a Finance Party:

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

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

to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.2 (Tax gross-up); or

to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party.

A Protected Party making, or intending to make a claim under paragraph (a) above shall notify the Agent of the event which will give, or has given, rise to the claim within 120 days after the date on which that Protected Party becomes aware of it (after which that Protected Party shall not be entitled to claim any indemnification or payment under this Clause 15.3), following which the Agent shall notify the Borrower.

A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.3, notify the Agent.

Tax Credit

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

that Finance Party has obtained, utilised and retained that Tax Credit,

Stamp taxes