CREDIT AGREEMENT DATED 27 JULY 2010 HK$7,410,000,000 CREDIT FACILITIES for MGM GRAND PARADISE, S.A. arranged by BANK OF AMERICA, N.A. BANK OF CHINA LIMITED, MACAU BRANCH INDUSTRIAL AND COMMERCIAL BANK OF CHINA (MACAU) LIMITED BANCO NACIONAL...

Interpretation

Facilities

Purpose

Conditions precedent

Utilisation

Optional Currency

Repayment

Prepayment and cancellation

Interest

Terms

Market disruption

Taxes

Increased Costs

Mitigation

Payments

Representations and warranties

Information covenants

Financial covenants

General covenants

Default

The Administrative Parties

Evidence and calculations

Fees

Indemnities and Break Costs

Expenses

Amendments and waivers

Changes to the Parties

Disclosure of information

Set-off

Pro Rata Sharing

Severability

Counterparts

Notices

Language

Governing law

Enforcement

Original Parties

Conditions precedent documents

Part 1        To be delivered on or before the Closing Date

Part 2        For an Additional Guarantor or Listco

Part 3        To be delivered in respect of Additional Security

Pre-agreed IP Agreement Terms

Permitted Transfer Provisions

Agreed Form Listco Guarantee

Form of Request

Forms of Transfer Certificate

Part 1        Transfers by assignment, assumption and release

Part 2        Tranfers by Novation

Form of Compliance Certificate

Form of Additional Guarantor Accession Agreement

Form of Resignation Request

MGM GRAND PARADISE, S.A. (the Company);

THE PERSONS listed in Schedule 1 (Original Parties) as original guarantors (in this capacity, the Original Guarantors);

BANK OF AMERICA, N.A., BANK OF CHINA LIMITED, MACAU BRANCH, INDUSTRIAL AND COMMERCIAL BANK OF CHINA (MACAU) LIMITED, BANCO NACIONAL ULTRAMARINO, S.A., CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK HONG KONG BRANCH, BNP PARIBAS HONG KONG BRANCH, COMMERZBANK AG HONG KONG BRANCH and THE ROYAL BANK OF SCOTLAND PLC, SINGAPORE BRANCH as mandated lead arrangers (in this capacity, the Mandated Lead Arrangers);

BANCO COMERCIAL PORTUGUÊS, S.A., MACAU BRANCH, JPMORGAN CHASE BANK, N.A., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. and SUMITOMO MITSUI BANKING CORPORATION as lead arrangers (in this capacity, the Lead Arrangers);

▇▇▇ ▇▇▇▇ BANK LIMITED, BANCO COMERCIAL DE MACAU, S.A., THE BANK OF NOVA SCOTIA and DEUTSCHE BANK AG, HONG KONG BRANCH as senior managers (in this capacity, the Senior Managers);

THE FINANCIAL INSTITUTIONS listed in Schedule 1 (Original Parties) as original lenders (the Original Lenders);

BANK OF AMERICA, N.A., HONG KONG BRANCH as facility agent (in this capacity, the Facility Agent); and

BANCO NACIONAL ULTRAMARINO, S.A. as security agent and trustee (in this capacity, the Security Agent).

INTERPRETATION

Definitions

for a Term Loan, the date falling 30 Business Days from the date of this Agreement; and

for a Revolving Credit Loan, the date falling one month before the Final Maturity Date.

an Event of Default; or

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

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

named as a “Specially Designated National and Blocked Person” on the most current list published by Office of Foreign Assets Control of the U.S. Department of the Treasury at its official website or any replacement website or other replacement official publication of such list; or

with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law.

a breach, or alleged breach, of Environmental Law;

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

any other environmental contamination.

the protection of health;

the environment;

the physical conditions of the workplace; or

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

the term loan facilities made available under the hotel and resort facility agreement dated 13 July 2006 between the Company and, among others, The Hongkong and Shanghai Banking Corporation Limited (HSBC) as hotel and resort facility agent;

the term loan facilities made available under the expanded hotel and resort facility agreement dated 4 February 2008 between the Company and, among others, HSBC as hotel and resort facility agent;

the term loan facilities made available under the project facility agreement dated 13 July 2006 between the Company and, among others, HSBC as project facility agent;

the term loan facilities made available under the expanded project facility agreement dated 4 February 2008 between the Company and, among others, HSBC as project facility agent;

the revolving credit facilities made available under the revolving credit facility agreement dated 13 July 2006 between the Company and, among others, HSBC as revolving credit facility agent; and

the revolving credit facilities made available under the expanded revolving credit facility agreement dated 4 February 2008 between the Company and, among others, HSBC as revolving credit facility agent,

on or before the date it becomes a Lender; or

by not less than five Business Days’ notice,

this Agreement;

the Security Trust and Intercreditor Deed;

the Listco Guarantee;

a Security Document;

a Request;

a Fee Letter;

a Compliance Certificate;

a Transfer Certificate;

an Additional Guarantor Accession Agreement;

a Resignation Request; or

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

moneys borrowed;

any acceptance credit (including any dematerialised equivalent);

any bond, note, debenture, loan stock or other similar instrument;

any redeemable preference share;

any agreement treated as a finance or capital lease in accordance with GAAP;

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

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

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

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

any derivative transaction protecting against or benefiting from fluctuations in any rate or price (and, except for non-payment of an amount, the then ▇▇▇▇-to-market value of the derivative transaction will be used to calculate its amount);

any other transaction (including any forward sale or purchase agreement) which has the commercial effect of a borrowing;

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

any guarantee, indemnity or similar assurance against financial loss of any person in respect of any item referred to in the above paragraphs.

the applicable Screen Rate; or

if no Screen Rate is available for the relevant currency or Term of that Loan or overdue amount, the arithmetic mean (rounded upward to four decimal places) of the rates, as supplied to the Facility Agent at its request, quoted by the Reference Banks to leading banks in the Hong Kong interbank market,

an additional or increased cost;

a reduction in the rate of return from a Facility or on a Finance Party’s (or its Affiliate’s) overall capital (including, without limitation, as a result of any reduction in the rate of return on capital brought about by more capital being required to be allocated by such Finance Party); or

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

as at the date of this Agreement, the trademark sublicense agreement dated 19 April 2005 between MGM and MGM Resorts International Holdings, Limited (formerly known as MGMM International Holdings, Ltd.) and as restated on 8 November 2007 and made between MGM Resorts International Holdings, Limited (formerly known as MGMM International Holdings, Ltd.) and the Company (the Existing IP Agreement); and

any replacement agreement of the Existing IP Agreement entered into between the Company and any Sponsor Affiliate pursuant to which the Company and members of the Restricted Group (other than a Dormant Subsidiary) are permitted to use the IP Rights which are the subject of the Existing IP Agreement and the economic terms of which are substantially the same as those set out in Schedule 3 (Pre-agreed IP Agreement Terms).

any know-how, patent, trade ▇▇▇▇, service ▇▇▇▇, design, business name, domain name, topographical or similar right;

any copyright, data base or other intellectual property right; or

any interest (including by way of licence) in any of the above,

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

similar principles, rights and defences under the laws of any Relevant Jurisdiction (as defined in Subclause 16.25 (Jurisdiction/governing law); and

an Original Lender; or

any person which becomes a Party in accordance with Subclause 27.2 (Assignments and transfers by Lenders).

the applicable Screen Rate; or

if no Screen Rate is available for the relevant currency or Term of that Loan or overdue amount, the arithmetic mean (rounded upward to four decimal places) of the rates, as supplied to the Facility Agent at its request, quoted by the Reference Banks to leading banks in the London interbank market,

such reorganisation does not and will not result in a change of control (as defined in Subclause 8.2 (Mandatory prepayment – change of control, termination event or sale of business)); and

on the date of completion of any acquisition of shares of the Company by, or issuance of shares of the Company to, Listco (or any of its wholly-owned direct or indirect Subsidiaries) or a Sponsor Affiliate:

Listco executes and delivers to the Facility Agent:

the Listco Guarantee; and

a duly completed Accession Agreement (as defined in the Security Trust and Intercreditor Deed); and

each person who is, on that date, a direct shareholder of the Company becomes (if not already) a party to the Company Share Pledge and executes and delivers to the Facility Agent a duly completed Accession Agreement (as defined in the Security Trust and Intercreditor Deed).

the government of Macau;

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

any political subdivision of Macau; or

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

whose share in the outstanding Loans and whose undrawn Commitments then aggregate 51 per cent. or more of the aggregate of all the outstanding Loans and the undrawn Commitments of all the Lenders;

if there is no Loan then outstanding, whose undrawn Commitments then aggregate 51 per cent. or more of the Total Commitments; or

if there is no Loan then outstanding and the Total Commitments have been reduced to zero, whose Commitments aggregated 51 per cent. or more of the Total Commitments immediately before the reduction.

the ability of any Obligor or Listco to perform its payment obligations under any Finance Document;

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

the validity or enforceability of, or the effectiveness of any Security Interest granted or purported to be granted pursuant to, any Finance Document.

as to which none of the other members of the Group (i) provides any guarantee or credit support of any kind (including any undertaking, guarantee, indemnity, agreement or instrument that would constitute indebtedness) or (ii) is directly or indirectly liable (as a guarantor or otherwise);

no default with respect to which (including any rights that the holders thereof may have to take enforcement action against that member of the Group or person) would permit (upon notice, lapse of time or both) any holder of any other indebtedness of any other member of the Group to declare a default under such other indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and

the terms of which do not provide any recourse against any of the assets of any other member of the Group, either by contract or by operation of the applicable laws.

which is designated as such by the Company by written notice to the Facility Agent;

whose assets and business form no part of nor are in any way necessary to ensure the full benefit of the Resort to the Company;

which has no right, claim, interest or recourse of any kind (whether present or future, actual or contingent, direct or indirect) in or against the Resort, any of the Security Interests under the Security Documents (other than any Second Property Security Document entered into in accordance with Subclause 19.31 (Second Property Financing)) or any member of the Restricted Group or its assets (other than against the Company but only to the extent such right, claim, interest or recourse arises out of a contract entered into between the Company and such Non-Recourse Subsidiary on arm’s length terms for the purposes of operating any casino or other resort property not forming part of the Resort); and

has not acquired any material assets (other than cash or any right of use under the Sub-Concession Contract permitted under Subclause 19.31 (Second Property Financing)) directly or indirectly from any member of the Restricted Group.

the audited consolidated financial statements of the Company prepared by the Auditors for the year ended 31 December 2009; and

the unaudited consolidated financial statements of the Company for the financial quarter ended 31 March 2010.

incurred under the Secured Finance Documents;

incurred under the Performance Bond Facility;

incurred under the Sponsor Loan Documents;

of any member of the Group (other than a Dormant Subsidiary) which either:

does not have the benefit of any Security Interest; or

has the benefit of a Security Interest but such Security Interest ranks behind the benefit of the Security Interest of the Secured Parties,

incurred under any Treasury Transaction permitted under Subclause 19.14 (Treasury Transactions);

permitted under Subclause 19.13 (Third party guarantees) or Subclause 19.15 (Loans out); or

comprising Subordinated Debt;

under finance or capital leases of vehicles, plant, equipment or computers entered into on commercial and arm’s length terms for the purposes of operating and managing the Resort, provided that the aggregate capital value of all such items so leased under outstanding leases by all the members of the Restricted Group does not exceed HK$200,000,000 (or its equivalent in other currencies) at any time;

in respect of guarantee obligations represented by performance bonds, standby or commercial letters of credit, bankers acceptances, guarantees or similar instruments issued by any person for the benefit of a trade creditor of a member of the Restricted Group, provided that the aggregate liability of all of the members of the Restricted Group under such guarantee obligations does not exceed HK$50,000,000 for each financial year of the Company;

expressly permitted in writing by the Facility Agent (acting on the instructions of the Majority Lenders (acting reasonably)).

any Restricted Payment made by a member of the Restricted Group out of the Net Listco IPO Proceeds, provided that such payment is made when no Default is outstanding or would occur immediately after the making of such payment;

any Restricted Payment to a Sponsor Affiliate in respect of a Sponsor Reimbursement Amount;

any Restricted Payment of Agreed Subordinated Fees or Agreed Listco Corporate Overhead Expenses, provided that such payment is made when no Default is outstanding or would occur immediately after the making of such payment;

any other Restricted Payment, provided that such payment is made:

when no Default is outstanding or would occur immediately after the making of such payment;

when at least five Business Days prior to the making of such payment, the Company has delivered to the Facility Agent a Permitted Restricted Payment Certificate certifying that the Pro Forma Adjusted Leverage Ratio does not exceed 4:00 to 1:00 immediately after the making of such payment; and

where the Pro Forma Adjusted Leverage Ratio will not exceed 4.00:1.00 but will exceed 3.50:1.00 immediately after the making of such payment, the Company has made a voluntary prepayment in compliance with Subclause 8.4 (Mandatory prepayment – Permitted Restricted Payment).

certifying that no Default is outstanding or would occur immediately after the making of such proposed Permitted Restricted Payment; and

setting out the Pro Forma Adjusted Leverage Ratio (taking into account any prepayment that may be required to be made pursuant to Subclause 8.4 (Mandatory prepayment – Permitted Restricted Payment) as a result of such proposed Permitted Restricted Payment) immediately after the making of such proposed Permitted Restricted Payment,

any Security Interest constituted by the Security Documents;

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

any Security Interest on the shares or share capital of or loans to a Non-Recourse Subsidiary to secure any obligation of that Non-Recourse Subsidiary

any second ranking Security Interest referred to in paragraph (d) of the definition of Permitted Financial Indebtedness;

until the Closing Date, any Security Interest securing the Existing Facilities;

any netting or set-off arrangement entered into by any member of the Restricted Group in the ordinary course of its banking arrangements;

any Security Interest over or affecting any asset acquired by a member of the Restricted Group after the Closing Date and if:

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

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

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

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

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

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

any Security Interest arising as a consequence of any finance or capital lease permitted pursuant to paragraph (h) of the definition of Permitted Financial Indebtedness;

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

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

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

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

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

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

Security Interests over cash deposits with, or held for the account of, a member of Restricted Group securing reimbursement obligations under performance bonds, guarantees, commercial or standby letters of credit, bankers’ acceptances or similar instruments permitted under paragraph (i) of the definition of Permitted Financial Indebtedness granted in favour of the issuers of such performance bonds, guarantees, commercial letters of credit or bankers’ acceptances, so long as the amount of cash secured by such Security Interest does not exceed 110 per cent. of the amount of the Permitted Financial Indebtedness secured thereby (ignoring any interest earned or paid on such cash)

in the event of any proposed refinancing in full of the Facilities, any Security Interest granted to the relevant financiers to secure such refinancing so long as such Security Interest ranks behind the Security Interest created by the Security Documents pending such refinancing being completed and where the conditions set out in Subclause 19.5(c)(ii) (Negative pledge) are met;

easements, rights-of-way, restrictions, encroachments and other similar encumbrances and other minor defects and irregularities in title, in each case incurred in the ordinary course of business that, in the aggregate, do not materially detract from the value of the property

subject thereto or materially interfere with the ordinary conduct of the business of the Company and/or members of the Restricted Group;

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

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

any Security Interest constituted by the Second Property Security Documents, entered into in accordance with Subclause 19.31 (Second Property Financing).

an intra-Group re-organisation of any member of the Group on a solvent basis; or

a Listco IPO Reorganisation.

Adjusted Total Debt on that date after giving effect to any prepayment of the Facilities to be made on that date or as a consequence of a Permitted Restricted Payment on that date; to

EBITDA for the 12-month period ending on the last day of the most recent calendar month having then occurred based on the accounts of the Company for that 12-month period enclosed with the Permitted Restricted Payment Certificate, after giving effect to any prepayment of the Facilities to be made on that date or as a consequence of a Permitted Restricted Payment on that date.

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

for any other purpose on a particular date:

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

if there is no Loan outstanding on that date, the proportion which its Commitment bears to the Total Commitments on that date;

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

when the term is used in relation to a Facility, the above proportions but applied only to the Loans and Commitments for that Facility.

the first day of a Term for a Loan denominated in Hong Kong Dollars; or

the second London Business Day before the first day of a Term for a Loan denominated in US Dollars; or

in relation to HIBOR, the principal Hong Kong offices of Bank of America, N.A., Bank of China Limited, Macau Branch and Industrial and Commercial Bank of China (Macau) Limited; and

in relation to LIBOR, the principal office in London of Bank of America, N.A., Bank of China Limited, Macau Branch and Industrial and Commercial Bank of China (Macau) Limited,

a payment or Distribution;

a subscription of equity;

a repayment or prepayment of principal, or payment of interest, fees or other amounts, in respect of any Financial Indebtedness;

an advance of Financial Indebtedness,

for an Original Lender, the amount set opposite its name in Schedule 1 (Original Parties) under the heading Revolving Credit Commitments and designated A or B and the amount of any other Revolving Credit Commitment so designated which it acquires; and

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

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

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

in the same currency as the maturing Revolving Credit Loan; and

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

for HIBOR, the rate designated as “FIXING@11:00” (or any other designation which may from time to time replace that designation or, if no such designation appears, the arithmetic average (rounded upwards, to five decimal places) of the displayed rates for the relevant period) appearing under the heading “HONG KONG INTERBANK OFFERED RATES (HK DOLLAR)”; and

for LIBOR, the British Bankers Association Interest Settlement Rate,

any document evidencing or creating security over:

the shares or share capital of the Company;

any termination proceeds of the Sub-Concession Contract; or

any asset of a member of the Restricted Group associated with the Second Property (and not associated with the Resort),

a Common Security Sharing Agreement.

any document designated as such under the Security Trust and Intercreditor Deed by the Security Agent and a Secured Hedging Bank; or

any contract entered into or confirmation given under that hedging document.

the Company Share Pledge;

the Mortgage over Leasehold Land;

the Land Security Assignment;

the Power of Attorney;

the Assignment of Rights;

the Pledge over Gaming Equipment and Utensils;

the Pledge over Onshore Accounts;

the Assignment of Insurances;

an Assignment of Reinsurances;

the Pledge over Intellectual Property;

the Floating Charge;

the Livranças Covering Letter;

the Livranças;

the Debenture;

the Sub-Concession Consent Agreement;

the Land Concession Consent Agreement;

the Superemprego Share Pledge; or

any other document evidencing or creating security over any asset of any member of the Restricted Group to secure any obligation of any Obligor to a Secured Party under the Secured Finance Documents.

MGM I and the Company in the amount of US$67,522,000;

PHCO and the Company in the amount of US$54,041,000; and

Ms. ▇▇▇▇▇ ▇▇ and the Company in the amount of US$13,510,000.

for an Original Lender, the amount set opposite its name in Schedule 1 (Original Parties) under the heading Term Loan Commitments and designated A or B and the amount of any other Term Loan Commitment so designated which it acquires; and

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

a Finance Document;

the Sub-Concession Contract;

the Land Concession Contract; or

the IP Agreement.

for a transfer by assignment, assumption and release, a certificate substantially in the form of Part 1 of Schedule 7 (Forms of Transfer Certificate), and

for a transfer by novation, a certificate substantially in the form of Schedule 7 (Forms of Transfer Certificate);

Construction

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

a document being in the agreed form means that the document is in a form previously agreed in writing by or on behalf of the Company and the Facility Agent or if not so agreed is in a form specified by the Facility Agent;

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

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

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

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

the equivalent of one currency (the first currency) in another currency (the second currency) shall (unless otherwise specified) be determined by the Facility Agent or such person nominated by the Facility Agent acting reasonably for that purpose by reference to its spot rate of exchange in Hong Kong for the purchase of the second currency with the first currency at or about 11:00 a.m. on the date of the determination or if no such spot rate of exchange exists on that date, by such other method as the Facility Agent (in consultation with the Company) shall reasonably determine;

a guarantee means (other than in clause 8 (Guarantee and indemnity) of the Security Trust and Intercreditor Deed) any guarantee, bond, letter of credit, indemnity or similar assurance against financial loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person, where, in each case, that obligation is assumed in order to maintain or asset the ability of that person to meet any of its indebtedness;

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

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

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

real property means any freehold, leasehold or immovable property and any buildings, erections, fixtures, fittings, fixed plant or machinery from time to time situated on or forming part of that freehold, leasehold or immovable property;

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

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

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

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

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

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

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

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

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

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

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

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

Unless the contrary intention appears:

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

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

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

The headings in this Agreement do not affect its interpretation.

Conflict with a Finance Document

the terms of this Agreement and the terms of any other Finance Document (other than the Security Trust and Intercreditor Deed), the terms of this Agreement will prevail; and

the terms of this Agreement and the terms of the Security Trust and Intercreditor Deed, the terms of the Security Trust and Intercreditor Deed will prevail.

Third parties

FACILITIES

Term Loan Facility

Revolving Credit Facility

Limitations

The Term Loan Commitments may only be drawn down on the Closing Date in a single drawing.

No utilisation of the Revolving Credit Facility will be made unless the Term Loans have been or are on the same date (being the Closing Date) being made.

The A Revolving Credit Commitments and B Revolving Credit Commitments must be drawn down in pro rata proportion on each relevant Utilisation Date.

Nature of a Finance Party’s rights and obligations

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

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

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

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

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

a debt arising under the Finance Documents to a Finance Party is a separate and independent debt.

PURPOSE

Term Loans

refinancing the Existing Facilities; and

to pay any break funding costs and other fees, costs and expenses payable in connection with that refinancing and under Subclause 25.1 (Costs).

Revolving Credit Loans

refinancing the Existing Facilities and to pay any break funding costs and other fees, costs and expenses payable in connection with that refinancing; or

for all proper corporate purposes of the Group.

Non-gaming purposes

No obligation to monitor

CONDITIONS PRECEDENT

Conditions precedent documents

A Request may not be given until the Facility Agent has notified the Company and the Lenders that it has received (or waived receipt of) all of the documents and evidence set out in and appearing to comply with the requirements of Section (A) of Part 1 of Schedule 2 (Conditions precedent documents).

No Loan may be advanced to the Company until the Facility Agent has notified the Company and the Lenders that it has received all of the documents and evidence set out in and appearing to comply with the requirements of Section (B) of Part 1 of Schedule 2 (Conditions precedent documents).

The Facility Agent must give this notification to the Company and the Lenders promptly upon being so satisfied.

Further conditions precedent

the Repeating Representations are correct in all material respects; and

no Default is outstanding or would result from the Loan.

Maximum number

Subject to paragraph (b) below, unless the Facility Agent agrees, a Request may not be given if, as a result, there would be more than ten Loans outstanding.

In determining the number of Loans that are outstanding at the time a Request is given:

the designated A and B portions of each Term Loan together shall be considered as one Loan; and

the designated A and B portions of each Revolving Credit Loan together shall be considered as one Loan.

UTILISATION

Giving of Requests

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

Unless the Facility Agent otherwise agrees, the latest time for receipt by the Facility Agent of a duly completed Request is 11:00 a.m. two Business Days before the Rate Fixing Day for the proposed borrowing.

Each Request is irrevocable.

Completion of Requests

it identifies the Facility under which the Loan is to be made;

the Utilisation Date is a Business Day falling within the Availability Period for the Facility under which the Loan is to be made;

the amount of the Loan requested is:

a minimum of HK$50,000,000 and an integral multiple of HK$10,000,000 or an amount which complies with Clause 6 (Optional Currency); or

any lesser amount which represents the maximum undrawn amount available under the relevant Facility on the proposed Utilisation Date.

the proposed currency and Term complies with this Agreement.

Advance of Loan

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

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

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

its share in the Loans under a Facility would exceed its Commitment for that Facility; or

the Loans under a Facility would exceed the Total Commitments under that Facility.

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

OPTIONAL CURRENCY

General

if the Loan is denominated in Hong Kong Dollars, its amount; or

in the case of any other Loan denominated in US Dollars, its equivalent in Hong Kong Dollars calculated on the basis of the Agent’s Spot Rate of Exchange one Business Day before the Rate Fixing Day for the most recent Term of that Loan.

Denomination

Term Loans may only be denominated in Hong Kong Dollars.

Revolving Credit Loans may be denominated in Hong Kong Dollars or, subject as provided below, US Dollars.

Selection

The Company must select the currency of a Loan in its Request.

The amount of a Revolving Credit Loan requested in US Dollars must be a minimum amount of the equivalent of HK$50,000,000 and, if required by the Facility Agent, an integral multiple of US$1,000,000.

Optional Currency equivalents

whether any limit under this Agreement has been exceeded;

the amount of a Loan;

the share of a Lender in a Loan;

the amount of any repayment or prepayment of a Loan; or (e) the undrawn amount of a Lender’s Commitment,

Notification

REPAYMENT

Repayment of Term Loans

The Company must repay the Term Loans in full in accordance with the following repayment schedule:

1

2

3

4

5

6

7

8

9

10

11

12

13

The final Repayment Instalment must be repaid on the Final Maturity Date.

Repayment of Revolving Credit Loans

The Company must repay each Revolving Credit Loan in full on its Maturity Date, which may be netted off against the amount of Rollover Loan drawn on that Maturity Date pursuant to paragraph (c) below.

Subject to the other terms of this Agreement, any amounts repaid under paragraph (a) above may be re-borrowed.

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

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

PREPAYMENT AND CANCELLATION

Mandatory prepayment – illegality

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

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

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

the Commitments of that Lender will be immediately cancelled.

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

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

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

Mandatory prepayment – change of control, termination event or sale of business

For the purposes of this Subclause:

a change of control occurs if:

prior to the Listco IPO Date:

save as expressly permitted by the terms of the Finance Documents, the Company ceases to be the beneficial owner directly or indirectly of 100 per cent. of the issued share capital of each member of the Restricted Group;

MGM ceases to be the beneficial owner directly or indirectly of at least 50 per cent. of the issued share capital of any Obligor; or

Ms. ▇▇▇▇▇ ▇▇, together with PHCO (provided PHCO is under the control of Ms. ▇▇▇▇▇ ▇▇) and each Permitted Transferee (if any), ceases to be the beneficial owner directly or indirectly of at least 50 per cent. of the issued share capital of any Obligor; or

from the Listco IPO Reorganisation Date, Listco ceases to be the beneficial owner directly or indirectly of 100 per cent. of the share capital of the Company (other than any portion of the share capital of the Company that has attached to it nominal economic interests of the Company and is of a class of shares that was created solely for the purposes of complying with requirements as to Macanese ownership of the Company under applicable laws);

MGM ceases to be the beneficial owner directly or indirectly of at least 25 per cent. of the issued share capital of the Company;

Ms. ▇▇▇▇▇ ▇▇, together with PHCO (provided PHCO is under the control of Ms. ▇▇▇▇▇ ▇▇) and each Permitted Transferee (if any), ceases to be the beneficial owner directly or indirectly of at least 25 per cent. of the issued share capital of the Company;

prior to the Listco IPO Date, the Sponsors (including any Permitted Transferee (if any)) cease to jointly control the Company; or

a person or persons acting in concert (other than a Sponsor) becomes the beneficial owner directly or indirectly of more issued share capital of the Company than either Sponsor,

a termination event occurs if the Sub-Concession Contract or the Land Concession Contract is terminated, revoked, repudiated or otherwise no longer enforceable by the Company or expires;

acting in concert means acting together pursuant to an agreement or understanding (whether formal or informal); and

control means the power to direct the management and policies of a person, whether through the ownership of voting capital, by contract or otherwise.

The Company must promptly notify the Facility Agent if it becomes aware of any change of control.

If:

a termination event occurs;

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

a change of control occurs,

the Total Commitments shall be cancelled; and

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

Mandatory prepayment – insurance claims

In this Subclause, net insurance proceeds means any amount received or recovered by a member of the Restricted Group under any insurance policy in an amount which is in excess of US$10,000,000 for loss or damage to its assets or business relating to the Resort unless those proceeds are applied, within 180 days (or such longer period as may be specified in a plan developed by the Company, during such 180 day period, for the application of such proceeds to which the Facility Agent (acting reasonably and in consultation with the Lenders) may agree) of receipt, in replacement, repair or reinstatement of damaged assets or otherwise the amelioration of the loss in respect of which the relevant insurance claim was made and excluding proceeds required to meet a third party claim less all Taxes and costs and expenses incurred by any member of the Restricted Group in connection with the receipt or recovery.

The Company must procure that any amount of net insurance proceeds received or recovered by any member of the Restricted Group which exceeds US$10,000,000 and which have not been applied in accordance with subparagraph (a) above is applied towards prepaying the Term Loans.

Any prepayment under this Subclause must be made on or before the last day of the Term of the Loan to be prepaid in which the net insurance proceeds was received or recovered.

If the amount to be applied in prepaying the Loans is more than the amount of Loans (if any) then outstanding, the Commitments will be automatically reduced in an amount equal to the excess.

Mandatory prepayment – Permitted Restricted Payment

If a member of the Restricted Group makes a Permitted Restricted Payment that is a Permitted Restricted Payment referred to in paragraph (d) of the definition of Permitted Restricted Payment

and the relevant Permitted Restricted Payment Certificate certifies that the Pro Forma Adjusted Leverage Ratio would exceed 3.50:1.00 immediately after the making of such Permitted Restricted Payment, the Company must procure that concurrently with the payment of the Permitted Restricted Payment, an amount that is at least equal to the lower of:

the amount of such Permitted Restricted Payment; and

an amount which, immediately after the prepayment of the Term Loans, would result in the Pro Forma Adjusted Leverage Ratio not to exceed 3.50:1.00,

Where a Permitted Restricted Payment is a Permitted Property Distribution, the amount of the Permitted Restricted Payment for the purposes of subparagraph (a)(i) above is the total cost originally expended by the Restricted Group in acquiring the asset that is the subject of the Permitted Property Distribution.

Payment into a blocked account

In this Clause blocked account means an interest bearing blocked account in the name of the Company with the Facility Agent.

When it is established that Loans will be required to be prepaid, under the terms of this Clause, on the last day of the current Term(s) for those Loans, the Company must ensure that an amount equal to the amounts to be repaid or prepaid is deposited in the blocked account.

The Company irrevocably authorises the Facility Agent to apply any amount deposited with it under paragraph (b) above towards prepayment of the Loans on the last day of the relevant Term(s) or earlier if the Company so directs.

Amounts standing to the credit of a blocked account may only be used to repay or prepay Loans or any other amounts outstanding under the Finance Documents.

Voluntary prepayment

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

any prepayment of part of a Loan is in a minimum amount of HK$10,000,000 and an integral multiple of HK$1,000,000 (or, in relation to a Revolving Credit Loan denominated in US Dollars, a minimum amount of US$1,000,000 and an integral multiple of US$1,000,000) or any lesser amount which represents the Loans then outstanding.

Automatic cancellation

Voluntary cancellation

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

Partial cancellation of the Total Commitments must be in a minimum amount of HK$100,000,000 and an integral multiple of HK$10,000,000.

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

Right of repayment and cancellation of certain Lenders

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

a Tax Payment; or

an Increased Cost,

After notification under paragraph (a) above:

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

the Commitments of that Lender will be immediately cancelled.

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

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

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

Right of replacement of certain Lenders

If:

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

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

a Lender’s continued participation in the Facilities would cause the Company or any Sponsor Affiliate to be in breach of any law or regulation,

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

it has received the prior written consent of the Facility Agent (such consent, after the Facility Agent has completed all customer due diligence requirements to its satisfaction, not to be

unreasonably withheld and which consent must be given if the Company made the request of assignment pursuant to subparagraph 8.10(a) (ii) above);

in connection with the assignment:

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

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

the assigning Lender assigns to the new Lender all of its Loans and related rights under the Finance Documents;

the assignment results in a reduction of the Tax Payment or Increased Costs otherwise payable; and

the Company bears all costs of the assignment.

Any assignment under this Subclause must be effected in accordance with Clause 27 (Changes to the Parties).

Application between Term Loan Facility and Revolving Credit Facility

Any amount to be applied in prepayment of Loans must be applied:

first, in prepayment of Term Loans; and

second, in prepayment of Revolving Credit Loans.

Any amount to be applied in prepayment of Loans must be applied:

pro rata between the A Term Loan Facility and the B Term Loan Facility; and

pro rata between the Revolving Credit Loans designated A and B.

Where a mandatory or involuntary prepayment of a Revolving Credit Loan is required but there is no Revolving Credit Loan to be prepaid, the relevant Revolving Credit Commitment will be reduced by the amount which would have been required to be applied in prepayment of the Revolving Credit Loans had they been outstanding at that time.

Partial prepayment of Term Loans

Any partial prepayment of a Term Loan will be applied against the remaining Repayment Instalments in inverse order of maturity.

No amount of a Term Loan prepaid under this Agreement may subsequently be re-borrowed.

Re-borrowing of Revolving Credit Loans

Miscellaneous provisions

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

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

The Majority Lenders may agree a shorter notice period for a voluntary prepayment or a voluntary cancellation.

The Company is permitted to prepay a Loan or cancel any Commitment only if such prepayment or cancellation is effected in accordance with the terms of this Agreement.

No amount of the Total Commitments cancelled under this Agreement may subsequently be reinstated.

INTEREST

Calculation of interest

Margin; and

HIBOR or LIBOR, as appropriate.

Payment of interest

Margin adjustments

The initial Margin is 4.50 per cent. per annum.

Subject to the other provisions of this Subclause, the Margin will be calculated by reference to the table below and the information set out in the relevant Compliance Certificate and financial statements for the relevant person:

Adjusted Leverage Ratio

greater than or equal to 4.00 times

greater than or equal to 3.50 times but less than 4.00 times

greater than or equal to 3.00 times but less than 3.50 times

less than 3.00 times

Any change in the Margin will, subject to paragraph (d) below, apply to each Loan made, or (if it is outstanding) on the Business Day following receipt by the Facility Agent of the Compliance Certificate and financial statements.

For so long as:

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

an Event of Default is outstanding,

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

Interest on overdue amounts

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

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

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

determine the appropriate Rate Fixing Day for that Term.

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

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

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

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

Notification of rates of interest

TERMS

Selection - Term Loans

Each Term Loan has successive Terms.

The Company must select the first Term for a Term Loan in the relevant Request and each subsequent Term in an irrevocable notice received by the Facility Agent not later than 11.00 a.m. one Business Day before the Rate Fixing Day for that Term. Each Term for a Term Loan will start on its Utilisation Date or on the expiry of its preceding Term.

If the Company fails to select a Term for an outstanding Term Loan under paragraph (b) above, that Term will, subject to the other provisions of this Clause, be three months.

Subject to the following provisions of this Clause, each Term for a Term Loan will be one, two, three or six months or any other period shorter than six months agreed by the Company and the Facility Agent or any other period agreed by the Company and all the Lenders which have (or will have) a share in that Term Loan.

Selection - Revolving Credit Loans

Each Revolving Credit Loan has one Term only.

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

Subject to the following provisions of this Clause, each Term for a Revolving Credit Loan will be one, two, three or six months or any other period shorter than six months agreed by the Company and the Facility Agent or any other period agreed by the Company and all the Lenders which have (or will have) a share in that Revolving Credit Loan.

Consolidation - Term Loans

Coincidence with Repayment Instalment dates

The Company may select any Term of less than six months for a Term Loan (and may redesignate any Term Loan as two Term Loans) to ensure that the amount of the Term Loans with a Term ending on a date for repayment of a Repayment Instalment is not less than the Repayment Instalment due on that date.

If the Company fails to make a selection in the circumstances envisaged in paragraph (a) above, the Facility Agent may, before the Rate Fixing Day for the relevant Term shorten any Term for a Term Loan (and may designate any Term Loan as two Term Loans) to achieve the same end.

No overrunning the Final Maturity Date

Other adjustments

Notification

MARKET DISRUPTION

Failure of a Reference Bank to supply a rate

Market disruption

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

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

the Facility Agent receives by close of business on the Business Day immediately following the Rate Fixing Day notification from Lenders whose shares in the relevant Loan exceed 35 per cent. of that Loan that the cost to them of obtaining matching deposits in the relevant interbank market is in excess of HIBOR or LIBOR, as appropriate, for the relevant currency and Term.

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

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

Margin; and

the higher of (A) the rate notified to the Facility Agent by that Lender as soon as practicable, and in any event before interest is due to be paid in respect of that Term, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its share in that

Loan from whatever source it may reasonably select and (B) in relation to a market disruption event under sub-paragraph (a)(ii) above, HIBOR or LIBOR, as appropriate.