Common use of Gaming Redemption Clause in Contracts

Gaming Redemption. The Notes may be redeemed if the gaming authority of any relevant jurisdictions requires that holders or beneficial owners of the Notes be licensed, qualified or found suitable under applicable gaming laws and such holders or beneficial owners, as the case may be, fail to apply or become licensed or qualified within the required time period or are found unsuitable Offer to Repurchase Provisions: Change of Control Triggering 101% Event Special Put Option Triggering Event Upon the occurrence of (1) any event after which none of the Company or any Subsidiary of the Company has such licenses, concessions, subconcessions or other permits or authorizations as are necessary for the Company and its Subsidiaries to own or manage casino or gaming areas or operate casino games of fortune and chance in Macau in substantially the same manner and scope as the Company and its Subsidiaries are entitled to at the Issue Date, for a period of ten consecutive days or more, and such event has a material adverse effect on the financial condition, business, properties, or results of operations of the Company and its Subsidiaries, taken as a whole; or (2) the termination, rescission, revocation or modification of any Gaming License which has had a material adverse effect on the financial condition, business, properties, or results of operations of the Company and its Subsidiaries, taken as a whole, each holder of the Notes will have the right to require the Company to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase Security Codes: Rule 144A Notes Regulation S Notes CUSIP No.: 58547D AD1 G5975L AE6 ISIN: US58547DAD12 USG5975LAE68 Denominations: US$200,000 minimum; US$1,000 increments Issue Ratings: BB / Ba2 (S&P / Xxxxx’x) Sole Global Coordinator and Left Lead Bookrunner: Deutsche Bank AG, Singapore Branch Joint Bookrunners: Xxxxxx Xxxxxxx & Co. LLC, Australia and New Zealand Banking Group Limited, Bank of Communications Co., Ltd. Macau Branch, BOCI Asia Limited, Industrial and Commercial Bank of China (Macau) Limited and Mizuho Securities Asia Limited Initial Purchasers and Principal Amount of Notes Purchased: Initial Purchaser Principal Amount of Notes Purchased Deutsche Bank AG, Singapore Branch US$450,000,000 Xxxxxx Xxxxxxx & Co. LLC US$202,500,000 Australia and New Zealand Banking Group Limited1 US$90,000,000 Bank of Communications Co., Ltd. Macau Branch US$22,500,000 BOCI Asia Limited US$67,500,000 Industrial and Commercial Bank of China (Macau) Limited US$22,500,000 Mizuho Securities Asia Limited US$45,000,000 Listing: Approval-in-principle has been obtained from the Singapore Exchange Securities Trading Limited (“SGX-ST”) for the listing and quotation of the Notes on the Official List of the SGX-ST Trustee, Paying Agent, Registrar and Transfer Agent: Deutsche Bank Trust Company Americas In addition to reflecting the information set forth above, the Preliminary Offering Memorandum is hereby supplemented, amended and modified as follows (page references are to page numbers in the Preliminary Offering Memorandum), which reflect certain recent developments and other updated information. Any conforming amendments or modifications within the Preliminary Offering Memorandum as a result of the following amendments or modifications have not been repeated in this Pricing Supplement (unless otherwise specified, additions are shown in double-underline): 1 Incorporated with limited liability in Australia. The second sentence in the first paragraph under the section “Risks Relating to Our Indebtedness and the Notes—We will have substantial amount of indebtedness, which could have important consequences for holders of the Notes and significant effects on our business and future operations” on page 38 of the Preliminary Offering Memorandum is amended by this Pricing Supplement as follows: Assuming we had completed this offering of the Notes and applied the net proceeds therefrom to make a full repayment of the principal amount outstanding under the 2015 Revolving Credit Facility and a partial prepayment of the principal amount outstanding under the 2015 Term Loan Facility as intended, we would have had total indebtedness of US$2.97 billion, comprising primarily the 2015 Credit Facilities, the 2017 Notes, the 2019 Notes due 2026, the 2019 Notes due 2027 and the Notes, which would require significant interest and principal payments.

Gaming Redemption. The Notes may be redeemed if the gaming authority of any relevant jurisdictions requires that holders or beneficial owners of the Notes be licensed, qualified or found suitable under applicable gaming laws and such holders or beneficial owners, as the case may be, fail to apply or become licensed or qualified within the required time period or are found unsuitable Offer to Repurchase Provisions: Change of Control Triggering Event 101% Event Special Put Option Triggering Event Upon the occurrence of (1) any event after which none of the Company or any Subsidiary of the Company has such licenses, concessions, subconcessions or other permits or authorizations as are necessary for the Company and its Subsidiaries to own or manage casino or gaming areas or operate casino games of fortune and chance in Macau in substantially the same manner and scope as the Company and its Subsidiaries are entitled to at the Issue Date, for a period of ten consecutive days or more, and such event has a material adverse effect on the financial condition, business, properties, or results of operations of the Company and its Subsidiaries, taken as a whole; or (2) the termination, rescission, revocation or modification of any Gaming License which has had a material adverse effect on the financial condition, business, properties, or results of operations of the Company and its Subsidiaries, taken as a whole, each holder of the Notes will have the right to require the Company to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase Security Codes: Rule 144A Notes Regulation S Notes CUSIP No.: 58547D AD1 AC3 G5975L AE6 AD8 ISIN: US58547DAD12 USG5975LAE68 US58547DAC39 USG5975LAD85 Denominations: US$200,000 minimum; US$1,000 increments Issue Ratings: BB / Ba2 (S&P / Xxxxx’x) Sole Global Coordinator and Left Lead Bookrunner: Deutsche Bank AG, Singapore Branch Joint BookrunnersBookrunner: Xxxxxx Xxxxxxx & Co. LLC, Australia and New Zealand Banking Group Limited, Bank of Communications Co., Ltd. Macau Branch, BOCI Asia Limited, Industrial and Commercial Bank of China (Macau) Limited and Mizuho Securities Asia Limited Initial Purchasers and Principal Amount of Notes Purchased: Initial Purchaser Principal Amount of Notes Purchased Deutsche Bank AG, Singapore Branch US$450,000,000 Xxxxxx Xxxxxxx & Co. LLC US$202,500,000 408,000,000 Australia and New Zealand Banking Group Limited1 Limited US$90,000,000 117,000,000 Bank of Communications Co., Ltd. Macau Branch US$22,500,000 15,000,000 BOCI Asia Limited US$67,500,000 15,000,000 Industrial and Commercial Bank of China (Macau) Limited US$22,500,000 15,000,000 Mizuho Securities Asia Limited US$45,000,000 15,000,000 Xxxxxx Xxxxxxx & Co. LLC US$15,000,000 Listing: Approval-in-principle has been obtained from the Singapore Exchange Securities Trading Limited (“SGX-ST”) for the listing and quotation of the Notes on the Official List of the SGX-ST Trustee, Paying Agent, Registrar and Transfer Agent: Deutsche Bank Trust Company Americas In addition to reflecting the information set forth above, the Preliminary Offering Memorandum is hereby supplemented, amended and modified as follows (page references are to page numbers in the Preliminary Offering Memorandum), which reflect certain recent developments and other updated information. Any conforming amendments or modifications within the Preliminary Offering Memorandum as a result of the following amendments or modifications have not been repeated in this Pricing Supplement (unless otherwise specified, additions are shown in double-underline): 1 Incorporated with limited liability in Australia. The second sentence in the first paragraph under the section “Risks Relating to Our Indebtedness and the Notes—We will have substantial amount of indebtedness, which could have important consequences for holders of the Notes and significant effects on our business and future operations” on page 38 of the Preliminary Offering Memorandum is amended by this Pricing Supplement as follows: Assuming we had completed this offering of the Notes and applied the net proceeds to repay the 2015 Revolving Credit Facility in part as intended, and after giving effect to the issuance of the 2019 Notes and the application of the net proceeds therefrom to make a full the partial repayment of the principal amount outstanding under the 2015 Revolving Credit Facility and a the partial prepayment drawdown of the principal amount outstanding under 2015 Revolving Credit Facility by us in June 2019 to make advances to our affiliate to fund the 2015 Term Loan Facility closing of the first tranche of the Crown Acquisition by the Parent, as intendedof March 31, 2019, we would have had total indebtedness of US$2.97 2.94 billion, comprising primarily the 2015 Credit Facilities, the 2017 Notes, the 2019 Notes due 2026, the 2019 Notes due 2027 and the Notes, which would require significant interest and principal payments.

Gaming Redemption. The Notes may be redeemed if the gaming authority of any relevant jurisdictions requires that holders or beneficial owners of the Notes be licensed, qualified or found suitable under applicable gaming laws and such holders or beneficial owners, as the case may be, fail to apply or become licensed or qualified within the required time period or are found unsuitable Offer to Repurchase Provisions: Change of Control Triggering Event 101% Event Special Put Option Triggering Event Upon the occurrence of (1) any event after which none of the Company or any Subsidiary of the Company has such licenses, concessions, subconcessions or other permits or authorizations as are necessary for the Company and its Subsidiaries to own or manage casino or gaming areas or operate casino games of fortune and chance in Macau in substantially the same manner and scope as the Company and its Subsidiaries are entitled to at the Issue Date, for a period of ten consecutive days or more, and such event has a material adverse effect on the financial condition, business, properties, or results of operations of the Company and its Subsidiaries, taken as a whole; or (2) the termination, rescission, revocation or modification of any Gaming License which has had a material adverse effect on the financial condition, business, properties, or results of operations of the Company and its Subsidiaries, taken as a whole, each holder of the Notes will have the right to require the Company to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase Security Codes: Rule 144A Notes Temporary Regulation S Notes Regulation S Notes CUSIP No.: 58547D AD1 AA7 G5975L AE6 AB2 G5975L AA4 ISIN: US58547DAD12 USG5975LAE68 US58547DAA72 XXX0000XXX00 XXX0000XXX00 The Additional Notes will share CUSIP numbers and ISIN numbers with the Original Notes; provided, however, that the Additional Notes sold pursuant to Regulation S under the Securities Act will have temporary CUSIP and ISIN numbers during the 40 days following the delivery of such Additional Notes. Denominations: US$200,000 minimum; US$1,000 increments Issue Ratings*: BB BB- / Ba2 Ba3 (S&P / Xxxxx’x) Sole Joint Global Coordinator Coordinators and Left Lead Bookrunner: Deutsche Bank AG, Singapore Branch Joint Bookrunners: Xxxxxx Xxxxxxx & Co. LLC, Australia and New Zealand Banking Group Limited; Lead Managers: Deutsche Bank AG, Bank of Communications Co., Ltd. Macau Branch, Singapore Limited Joint Bookrunners (Passive): BOCI Asia Limited, ; Industrial and Commercial Bank of China (Asia) Limited; Industrial and Commercial Bank of China (Macau) Limited and Mizuho Securities Asia Limited Initial Purchasers and Principal Amount of Notes Purchased: Initial Purchaser Principal Amount of Notes Purchased Deutsche Bank AG, Singapore Branch US$450,000,000 Xxxxxx Xxxxxxx & Co. LLC US$202,500,000 Australia and New Zealand Banking Group Limited1 US$90,000,000 Bank of Communications Co., Ltd. Macau Branch US$22,500,000 BOCI Asia Limited US$67,500,000 Industrial and Commercial Bank of China (Macau) Limited US$22,500,000 Mizuho Securities Asia Limited US$45,000,000 Listing: Approval-in-principle has been obtained from the Singapore Exchange Securities Trading Limited (“SGX-ST”) for the listing and quotation of the Notes on the Official List of the SGX-ST Trustee, Paying Agent, Registrar and Transfer Agent: Deutsche Bank Trust Company Americas In addition to reflecting the information set forth above, the Preliminary Offering Memorandum is hereby supplemented, amended and modified as follows (page references are to page numbers in the Preliminary Offering Memorandum), which reflect certain recent developments and other updated information. Any conforming amendments or modifications within the Preliminary Offering Memorandum as a result of the following amendments or modifications have not been repeated in this Pricing Supplement (unless otherwise specified, additions are shown in double-underline): 1 Incorporated with limited liability in Australia. Supplement: The second sentence in the first paragraph under the section “Risks Relating to Our Indebtedness and the Notes—We will have substantial amount Use of indebtedness, which could have important consequences for holders of the Notes and significant effects on our business and future operationsProceeds” on page 38 41 of the Preliminary Offering Memorandum is amended by this Pricing Supplement as followsby being replaced in its entirety with the following: Assuming we had completed this offering of the Notes and applied We estimate that the net proceeds therefrom from this Offering will be approximately US$ 351 million after deducting the Initial Purchasers’ discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this Offering to make a full repayment of the US$350 million principal amount outstanding under the 2015 Revolving Credit Facility and a partial prepayment Facility. The table in the section “Capitalization” on page 43 of the principal amount outstanding under Preliminary Offering Memorandum is amended by this Pricing Supplement by being replaced in its entirety with the 2015 Term Loan Facility as intendedfollowing: As of March 31, we would have had total indebtedness 2017 Actual As Adjusted (in thousands of US$2.97 billion, comprising primarily the U.S. dollars) Cash and cash equivalents(1)(2) 791,945 760,850 Indebtedness: 2015 Credit Facilities, the 2017 net(1)(2) 458,414 458,414 2013 Notes, the 2019 net(1)(3) 950,123 — Original Notes(1)(4) — 650,000 Additional Notes due 2026, the 2019 Notes due 2027 and the Notes, which would require significant interest and principal payments.offered hereby(2)(5) — 353,905 Capital lease obligations 236 236 Advance from an affiliated company 1,946 1,946 Total indebtedness 1,410,719 1,464,501 Shareholder’s Equity: Ordinary shares at US$0.01 par value per share — — Additional paid-in capital 1,849,785 1,849,785 Accumulated other comprehensive income 2,635 2,635 Retained earnings(6)(7) 903,264 818,387 Total shareholder’s equity 2,755,684 2,670,807 Total capitalization 4,166,403 4,135,308

Gaming Redemption. The Notes may be redeemed if the gaming authority of any relevant jurisdictions requires that holders or beneficial owners of the Notes be licensed, qualified or found suitable under applicable gaming laws and such holders or beneficial owners, as the case may be, fail to apply or become licensed or qualified within the required time period or are found unsuitable Offer to Repurchase Provisions: Change of Control Triggering Event 101% Event Special Put Option Triggering Event Upon the occurrence of (1) any event after which none of the Company or any Subsidiary of the Company has such licenses, concessions, subconcessions or other permits or authorizations as are necessary for the Company and its Subsidiaries to own or manage casino or gaming areas or operate casino games of fortune and chance in Macau in substantially the same manner and scope as the Company and its Subsidiaries are entitled to at the Issue Date, for a period of ten consecutive days or more, and such event has a material adverse effect on the financial condition, business, properties, or results of operations of the Company and its Subsidiaries, taken as a whole; or (2) the termination, rescission, revocation or modification of any Gaming License which has had a material adverse effect on the financial condition, business, properties, or results of operations of the Company and its Subsidiaries, taken as a whole, each holder of the Notes will have the right to require the Company to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase Security Codes: Rule 144A Notes Regulation S Notes CUSIP No.: 58547D AD1 AA7 G5975L AE6 AA4 ISIN: US58547DAD12 USG5975LAE68 US58547DAA72 USG5975LAA47 Denominations: US$200,000 minimum; US$1,000 increments Expected Issue Ratings*: BB BB- / Ba2 Ba3 (S&P / Xxxxx’x) Sole Joint Global Coordinator Coordinators and Left Joint Lead BookrunnerManagers: Deutsche Bank AG, Singapore Branch Joint Bookrunners: Xxxxxx Xxxxxxx & Co. LLC, Australia and New Zealand Banking Group Limited, Bank of Communications Co., Ltd. Macau Branch, ; Xxxxxxx Xxxxx International Joint Bookrunners (Passive): BOCI Asia Limited, ; Industrial and Commercial Bank of China (Asia) Limited; Industrial and Commercial Bank of China (Macau) Limited and Mizuho Securities Asia Limited Initial Purchasers and Principal Amount of Notes Purchased: Initial Purchaser Principal Amount of Notes Purchased Deutsche Bank AG, Singapore Branch US$450,000,000 Xxxxxx Xxxxxxx & Co. LLC US$202,500,000 Australia and New Zealand Banking Group Limited1 US$90,000,000 Bank of Communications Co., Ltd. Macau Branch US$22,500,000 BOCI Asia Limited US$67,500,000 Industrial and Commercial Bank of China (Macau) Limited US$22,500,000 Mizuho Securities Asia Limited US$45,000,000 Listing: Approval-in-principle has been obtained from the Singapore Exchange Securities Trading Limited (“SGX-ST”) for the listing and quotation of the Notes on the Official List of the SGX-ST Trustee, Paying Agent, Registrar and Transfer Agent: Deutsche Bank Trust Company Americas In addition to reflecting the information set forth above, the Preliminary Offering Memorandum is hereby supplemented, amended and modified as follows (page references are to page numbers in the Preliminary Offering Memorandum), which reflect certain recent developments and other updated information. Any conforming amendments or modifications within the Preliminary Offering Memorandum as a result of the following amendments or modifications have not been repeated in this Pricing Supplement (unless otherwise specified, additions are shown in double-underline): 1 Incorporated with limited liability underline and deletions are shown in Australia. The second sentence in the first paragraph under the section “Risks Relating to Our Indebtedness and the Notes—We will have substantial amount of indebtedness, which could have important consequences for holders of the Notes and significant effects on our business and future operations” on page 38 of the Preliminary Offering Memorandum is amended by this Pricing Supplement as follows: Assuming we had completed this offering of the Notes and applied the net proceeds therefrom to make a full repayment of the principal amount outstanding under the 2015 Revolving Credit Facility and a partial prepayment of the principal amount outstanding under the 2015 Term Loan Facility as intended, we would have had total indebtedness of US$2.97 billion, comprising primarily the 2015 Credit Facilities, the 2017 Notes, the 2019 Notes due 2026, the 2019 Notes due 2027 and the Notes, which would require significant interest and principal payments.strikethrough):