DEPOSIT AGREEMENT by and among STUDIO CITY INTERNATIONAL HOLDINGS LIMITED as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS...Deposit Agreement • October 9th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • New York
DEPOSIT AGREEMENT, dated as of [●], 2018, by and among (i) Studio City International Holdings Limited, a business company limited by shares incorporated in the British Virgin Islands, with its principal executive office at 36/F, The Centrium, 60 Wyndham Street, Central, Hong Kong and, after the redomiciliation described below, its registered office will be at the offices of Vistra (Cayman) Limited, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands (together with its successors, the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America (the “Depositary”, which term shall include any successor depositary hereunder) and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all
STUDIO CITY FINANCE LIMITED, as Company THE SUBSIDIARY GUARANTORS PARTIES HERETO, 7.250% SENIOR NOTES DUE 2024 INDENTURE February 11, 2019 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Registrar and Transfer Agent and THE OTHER...Supplemental Indenture • March 29th, 2019 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • New York
INDENTURE dated as of February 11, 2019 among Studio City Finance Limited, a BVI business company with limited liability incorporated under the laws of the British Virgin Islands with company number 1673307 (the “Company”), the Subsidiary Guarantors named herein (the “Subsidiary Guarantors”) and Deutsche Bank Trust Company Americas, a New York banking corporation as Trustee, Paying Agent, Registrar and Transfer Agent.
STUDIO CITY FINANCE LIMITED, as Company THE SUBSIDIARY GUARANTORS PARTIES HERETO, 6.500% SENIOR NOTES DUE 2028 INDENTURE July 15, 2020 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Registrar and Transfer Agent and THE OTHER PERSONS...STUDIO CITY INTERNATIONAL HOLDINGS LTD • March 31st, 2021 • Hotels & motels • New York
INDENTURE dated as of July 15, 2020 among Studio City Finance Limited, a BVI business company with limited liability incorporated under the laws of the British Virgin Islands with company number 1673307 (the “Company”), the Subsidiary Guarantors named herein (the “Subsidiary Guarantors”) and Deutsche Bank Trust Company Americas, a New York banking corporation as Trustee, Paying Agent, Registrar and Transfer Agent.
Dated 7 February 2022 Amendment and Restatement Agreement in respect of the Intercreditor Agreement originally dated 1 December 2016 (as amended and restated from time to time) between Bank of China Limited, Macau Branch 2016 Credit Facility Agent...Intercreditor Agreement • March 31st, 2022 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • Macau
This Agreement is originally dated 1 December 2016 (November 30, 2016, New York time), was amended and restated pursuant to an amendment and restatement deed dated 7th February 2022 and is made
STUDIO CITY COMPANY LIMITED, as Company THE GUARANTORS PARTIES HERETO, 7.00% SENIOR SECURED NOTES DUE 2027 INDENTURE February 16, 2022 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Registrar and Transfer Agent and THE OTHER PERSONS...Indenture • March 31st, 2022 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • New York
INDENTURE dated as of February 16, 2022 among Studio City Company Limited, a BVI business company with limited liability incorporated under the laws of the British Virgin Islands with company number 1673603 (the “Company”), Studio City Investments Limited (the “Parent Guarantor”), and certain subsidiaries of the Parent Guarantor from time to time parties hereto (the “Subsidiary Guarantors”) and Deutsche Bank Trust Company Americas, as Trustee, Paying Agent, Registrar and Transfer Agent. On the Issue Date, each of the Security Agent and the Intercreditor Agent (as such terms defined below) will accede to this Indenture by delivering a duly and validly executed supplemental indenture substantially in the form of Exhibit E.
October 16, 2018 MCE Cotai Investments Limited New Cotai, LLC Melco Resorts & Entertainment Limited and Studio City International Holdings Limited AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTSTUDIO CITY INTERNATIONAL HOLDINGS LTD • March 29th, 2019 • Hotels & motels • Hong Kong
English Translation) SUBCONCESSION CONTRACT FOR OPERATING CASINO GAMES OF CHANCE OR GAMES OF OTHER FORMS IN THE MACAU SPECIAL ADMINISTRATIVE REGIONSTUDIO CITY INTERNATIONAL HOLDINGS LTD • March 23rd, 2018 • Hotels & motels • Macau
Wynn Resorts (Macau), S.A., , henceforth simply referred as the “Concessionaire”, with its registered office in Macau at Alameda Dr. Carlos D’Assumpção, no. 335-341, Edifício Hotline, 9th Floor, registered with the Macau Commercial Registry under no. 14917 (SO), duly represented by its Director(s), Stephen Alan Wynn, married, of American nationality, holder of United States of America passport number 055142925 issued on 20/01/1998, with address at One Shadow Creek Drive, North Las Vegas, Nevada 89031, United States of America, with powers for this effect
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • September 7th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of July 30, 2018 among Studio City (HK) Two Limited (the “New Guarantor”), Studio City Company Limited, a BVI business company with limited liability incorporated under the laws of British Virgin Islands (the “Company”), Studio City Investments Limited (the “Parent Guarantor”), certain subsidiaries of the Parent Guarantor (the “Subsidiary Guarantors” and , together with the Parent Guarantor and the New Guarantor, the “Guarantors”) and Deutsche Bank Trust Company Americas, as Trustee (in such role, the “Trustee”).
STUDIO CITY FINANCE LIMITED as Issuer and THE SUBSIDIARY GUARANTORS AS SPECIFIED HEREIN US$600,000,000 7.250% Senior Notes due 2024 PURCHASE AGREEMENT 9/F, Central Tower Hong Kong PURCHASE AGREEMENTPurchase Agreement • March 29th, 2019 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • New York
Studio City Finance Limited, a company incorporated with limited liability under the laws of the British Virgin Islands (the “Issuer”), confirms its agreement with the Initial Purchasers with respect to the issuance and sale by the Issuer and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in Schedule A hereto of US$600,000,000 aggregate principal amount of the Issuer’s 7.250% Senior Notes due 2024 (the “Notes”), subject to the terms and conditions set forth in this purchase agreement (this “Agreement”). The Notes are to be issued pursuant to an indenture (the “Indenture”), dated as of the Closing Date (as defined below), between the Issuer, the subsidiaries of the Issuer listed on Schedule B hereto (each, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”) and Deutsche Bank Trust Company Americas, as trustee, registrar, paying agent and transfer agent (the “Trustee”). The Issuer’s obligations u
MASTER SERVICES AGREEMENTMaster Services Agreement • September 7th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • Hong Kong
This Master Services Agreement (this “Agreement”) is dated December 21, 2015 (the “Effective Date”), by and between the entities named in Schedule A-1 hereto (each a “Studio City Party” and collectively, “Studio City Parties”), on the one hand, and the entities named in Schedule A-2 hereto (each a “Melco Crown Party” and collectively, “Melco Crown Parties”), on the other hand. Capitalized terms used in this Agreement shall have the meanings set forth in this Agreement.
AMENDMENT NO. 2 TO SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • September 7th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • Hong Kong
This AMENDMENT NO.2 TO SHAREHOLDERS AGREEMENT (Amendment No 2), dated as of May 17, 2013, is entered into by and among MCE Cotai Investments Limited, a company incorporated in the Cayman Islands (MCE Cotai), New Cotai, LLC, a Delaware limited liability company (New Cotai), Melco Crown Entertainment Limited, a company incorporated in the Cayman Islands (MCE), and Studio City International Holdings Limited (formerly known as Cyber One Agents Limited), a company incorporated in the British Virgin Islands (Company).
SUPPLEMENTAL INDENTURESupplemental Indenture • September 7th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • New York
This SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 30, 2016, is made by Studio City Company Limited (the “Company”), Industrial and Commercial Bank of China (Macau) Limited, as the Security Agent (the “Security Agent”), DB Trustees (Hong Kong) Limited, as the Intercreditor Agent (the “Intercreditor Agent”) and Deutsche Bank Trust Company Americas, as the Trustee (“Trustee”), under the Indenture referred to below.
SUPPLEMENTAL INDENTURESupplemental Indenture • September 7th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • New York
This SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 30, 2016, is made by Studio City Company Limited (the “Company”), Industrial and Commercial Bank of China (Macau) Limited, as the Security Agent (the “Security Agent”), DB Trustees (Hong Kong) Limited, as the Intercreditor Agent (the “Intercreditor Agent”) and Deutsche Bank Trust Company Americas, as the Trustee (“Trustee”), under the Indenture referred to below.
STUDIO CITY COMPANY LIMITED, as Company THE GUARANTORS PARTIES HERETO, 5.875% SENIOR SECURED NOTES DUE 2019 INDENTURE November 30, 2016 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Registrar and Transfer Agent and THE OTHER PERSONS...Supplemental Indenture • September 7th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • New York
INDENTURE dated as of November 30, 2016 among Studio City Company Limited, a BVI business company with limited liability incorporated under the laws of the British Virgin Islands with company number 1673603 (the “Company”), Studio City Investments Limited (the “Parent Guarantor”), and certain subsidiaries of the Parent Guarantor from time to time parties hereto and Deutsche Bank Trust Company Americas, as Trustee, Paying Agent, Registrar and Transfer Agent. On or about the Issue Date, each of the Security Agent and the Intercreditor Agent (as such terms defined below) will accede to this Indenture by delivering a duly and validly executed supplemental indenture substantially in the form of Exhibit D.
AMENDMENT NO. 1 TO SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • September 7th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • Hong Kong
This AMENDMENT NO. 1 TO SHAREHOLDERS’ AGREEMENT (Amendment), dated as of September 25, 2012, is entered into by and among MCE Cotai Investments Limited, a company incorporated in the Cayman Islands (MCE Cotai), New Cotai, LLC, a Delaware limited liability company (New Cotai), Melco Crown Entertainment Limited, a company incorporated in the Cayman Islands (MCE), and Studio City International Holdings Limited (formerly known as Cyber One Agents Limited), a company incorporated in the British Virgin Islands (Company).
PARTICIPATION AGREEMENTParticipation Agreement • September 7th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • New York
This PARTICIPATION AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated [●], 2018, is made by and among Studio City International Holdings Limited (formerly known as CYBER ONE AGENTS LIMITED), a business company limited by shares incorporated in the British Virgin Islands (the “Pre-Migration Company” and, following the proposed transfer by way of continuation (redomiciling) of the Pre-Migration Company as an exempted company with limited liability under the laws of the Cayman Islands, the “Company”), MSC Cotai Limited, a business company limited by shares incorporated in the British Virgin Islands (“Newco”), and New Cotai, LLC, a Delaware limited liability company (“New Cotai”). Any capitalized term used and not otherwise defined herein shall have the meaning given to it in Article I.
AMENDMENT NO. 4 TO SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • September 7th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels
This AMENDMENT NO. 4 TO SHAREHOLDERS’ AGREEMENT (Amendment No. 4), dated as of 21 July 2014, is entered into by and among MCE Cotai Investments Limited, a company incorporated in the Cayman Islands (MCE Cotai), New Cotai, LLC, a Delaware limited liability company (New Cotai), Melco Crown Entertainment Limited, a company incorporated in the Cayman Islands (MCE), and Studio City International Holdings Limited (formerly known as Cyber One Agents Limited), a company incorporated in the British Virgin Islands (Company). Capitalized terms used herein without definition have the meanings given such terms in the Shareholders’ Agreement (as defined below).
AMENDMENT NO. 3 TO SHAREHOLDERS’ AGREEMENTCommitment Agreement • September 7th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • Hong Kong
This AMENDMENT NO. 3 TO SHAREHOLDERS’ AGREEMENT (Amendment No. 3), dated as of 3 June 2014, is entered into by and among MCE Cotai Investments Limited, a company incorporated in the Cayman Islands (MCE Cotai), New Cotai, LLC, a Delaware limited liability company (New Cotai), Melco Crown Entertainment Limited, a company incorporated in the Cayman Islands (MCE), and Studio City International Holdings Limited (formerly known as Cyber One Agents Limited), a company incorporated in the British Virgin Islands (Company). Capitalized terms used herein without definition have the meanings given such terms in the Shareholders’ Agreement (as defined below).
Dated 23 November 2016 Amendment and Restatement Agreement in respect of the HKD10,855,880,000 Senior Secured Term Loan and Revolving Facilities Agreement originally dated 28 January 2013 (as amended and restated from time to time) between Studio City...Intercreditor Agreement • September 7th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • Hong Kong
This Agreement is originally dated 28 January 2013, was amended and amended and restated from time to time and was further amended and restated on the 2016 Amendment and Restatement Effective Date and is made among:
SUPPLEMENTAL INDENTURESupplemental Indenture • March 31st, 2022 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • New York
This SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 16, 2022, is made by Studio City Company Limited (the “Company”), Industrial and Commercial Bank of China (Macau) Limited, as the Security Agent (the “Security Agent”), DB Trustees (Hong Kong) Limited, as the Intercreditor Agent (the “Intercreditor Agent”) and Deutsche Bank Trust Company Americas, as the Trustee (“Trustee”), under the Indenture referred to below.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 7th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of July 27, 2011 (this “Agreement”), is made by and among Cyber One Agents Limited, a company incorporated in the British Virgin Islands (the “Company”), and those parties set forth on the Schedule of Shareholders attached hereto (each, a “Shareholder” and collectively, the “Shareholders”).
STUDIO CITY INTERNATIONAL HOLDINGS LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • March 29th, 2019 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • New York
As provided in Section 1 hereof, the Underwriters will take delivery of the Shares in the form of ADSs. The ADSs shall be evidenced by American Depositary Receipts (the “ADRs”) issued pursuant to a Deposit Agreement dated as of October 17, 2018 (the “Deposit Agreement”) among the Company, Deustche Bank Trust Company Americas, as Depositary (the “Depositary”), and the owners and holders from time to time of the American Depositary Shares issued under the Deposit Agreement. Each ADS will initially represent the right to receive four Ordinary Shares deposited pursuant to the Deposit Agreement.
Work Agreement #2Work Agreement • September 7th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels
This Work Agreement is entered into by and between Studio City Entertainment Limited and Studio City Services Limited (each a “Studio City WA2 Party” and collectively, the “Studio City WA2 Parties”), on the one hand, and MPEL Services Limited and Golden Future (Management Services) Limited (each a “Melco Crown WA2 Party” and collectively, the “Melco Crown WA2 Parties”), on the other hand. All of the terms and conditions of the Master Services Agreement, dated December 21, 2015, as amended from time to time (the “Master Services Agreement”), by and between Studio City Parties (as defined therein) and Melco Crown Parties (as defined therein) are deemed to be incorporated in this Work Agreement.
Work Agreement #3Work Agreement • September 7th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels
This Work Agreement is entered into by and between Studio City Services Limited and Studio City Entertainment Limited (each a “Studio City WA3 Party” and collectively, the “Studio City WA3 Parties”), on the one hand, and MPEL Services Limited, Golden Future (Management Services) Limited and Melco Crown (Macau) Limited (each a “Melco Crown WA3 Party” and collectively, the “Melco Crown WA3 Parties”), on the other hand. All of the terms and conditions of the Master Services Agreement, dated December 21, 2015, as amended from time to time (the “Master Services Agreement”), by and between Studio City Parties (as defined therein) and Melco Crown Parties (as defined therein) are deemed to be incorporated in this Work Agreement.
STUDIO CITY FINANCE LIMITED, as Company THE SUBSIDIARY GUARANTORS PARTIES HERETO, 8.500% SENIOR NOTES DUE 2020 INDENTURE November 26, 2012 DB TRUSTEES (HONG KONG) LIMITED, as Trustee and Collateral Agent DEUTSCHE BANK TRUST COMPANY AMERICAS, as...Db Trustees • September 7th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • New York
INDENTURE dated as of November 26, 2012 among Studio City Finance Limited, a BVI business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), certain subsidiaries of the Company from time to time parties hereto, DB Trustees (Hong Kong) Limited, as Trustee and Collateral Agent, Deutsche Bank Trust Company Americas, as Principal Paying Agent, U.S. Registrar and Transfer Agent, and Deutsche Bank Luxembourg S.A., as European Registrar.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 29th, 2019 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • Hong Kong
This SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of October 17, 2018, by and between Studio City International Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and Melco International Development Limited, an exempted company with limited liability incorporated under the laws of the Hong Kong (the “Purchaser”).
SERVICES AND RIGHT TO USE AGREEMENT by and among STUDIO CITY ENTERTAINMENT LIMITED a company incorporated under the laws of the Macau Special Administrative Region of the People’s Republic of China and MELCO CROWN GAMING (MACAU) LIMITED a company...Use Agreement • September 7th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • Macau
THIS SERVICES AND RIGHT TO USE AGREEMENT (“Agreement”) is made and entered into this 11th day of May, 2007, by and among STUDIO CITY ENTERTAINMENT LIMITED, formerly known as NEW COTAI ENTERTAINMENT (MACAU) LIMITED and MSC DIVERSÕES, LIMITADA, a Macau limited liability company, with head office in Macau at Avenida Dr Mario Soares, No. 25, Edificio Montepio, 1st floor, Room 13, with share capital of MOP100,000.00 (one hundred thousand patacas) (hereinafter referred to as “MSC”), and MELCO CROWN GAMING (MACAU) LIMITED, a limited liability company by shares, with registered office in Macau at Avenida Dr Mario Soares, No. 25, Edificio Montepio, 1st floor, Room 13, registered in the Macau Commercial and Movable Assets Registry under no. 24325, with share capital of MOP1,000,000,000.00 (one billion patacas) (hereinafter referred to as “Operator”),.
MCE Cotai Investments Limited New Cotai, LLC and Others Shareholders’ AgreementCommitment Agreement • September 7th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • Hong Kong
MCE Cotai Investments Limited, a company incorporated in the Cayman Islands, of Walker House, 87 Mary Street, George Town, Grand Cayman KY1 – 9005, Cayman Islands (MCE Cotai)
Work Agreement #4Work Agreement • September 7th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels
This Work Agreement is entered into by and between Studio City Entertainment Limited, Studio City Hotels Limited, Studio City Retail Services Limited, Studio City Developments Limited, Studio City Ventures Limited and Studio City Services Limited (each a “Studio City WA4 Party” and collectively, the “Studio City WA4 Parties”), on the one hand, and Melco Crown Hospitality and Services Limited, Melco Crown (COD) Hotels Limited, Melco Crown (COD) Developments Limited, Melco Crown (COD) Retail Services Limited, Melco Crown Security Services Limited, Golden Future (Management Services) Limited, MPEL Services Limited and MPEL Properties (Macau) Limited (each a “Melco Crown WA4 Party” and collectively, the “Melco Crown WA4 Parties”), on the other hand. All of the terms and conditions of the Master Services Agreement, dated December 21, 2015, as amended from time to time (the “Master Services Agreement”), by and between Studio City Parties (as defined therein) and Melco Crown Parties (as defin
Work Agreement #5Work Agreement • March 23rd, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels
This Work Agreement is entered into by and between Studio City Hotels Limited and Studio City Ventures Limited (each a “Studio City WA5 Party” and collectively, the “Studio City WA5 Parties”), on the one hand, and Melco Crown (COD) Hotels Limited, Melco Crown COD (GH) Hotel Limited, Altira Hotel Limited, Melco Crown COD (HR) Hotel Limited, Melco Crown COD (CT) Hotel Limited and MCE Travel Limited (each a “Melco Crown WA5 Party” and collectively, the “Melco Crown WA5 Parties”), on the other hand. All of the terms and conditions of the Master Services Agreement, dated , 2015, as amended from time to time (the “Master Services Agreement”), by and between Studio City Parties (as defined therein) and Melco Crown Parties (as defined therein) are deemed to be incorporated in this Work Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 7th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • New York
This Indemnification Agreement (this “Agreement”) is entered into as of by and among Studio City International Holdings Limited, a Cayman Islands exempted company (the “Company”), MSC Cotai Limited, a business company limited by shares incorporated in the British Virgin Islands (“Newco”), and the undersigned, a director and/or an officer of the Company (the “Indemnitee”), as applicable, and, solely for purposes of Section G.11 of this Agreement, Melco International Development Limited, a public limited company incorporated in Hong Kong with its shares listed on The Stock Exchange of Hong Kong Limited (“Melco International”).
Extension AgreementExtension Agreement • March 31st, 2023 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • Hong Kong
This Extension Agreement (the “Extension”) is entered into by and between the entities named in Schedule A-1 hereto (each a “Studio City Party” and collectively, “Studio City Parties”), on the one hand, and the entities named in Schedule A-2 hereto (each a “Melco Resorts Party” and collectively, “Melco Resorts Parties”), on the other hand.
Work Agreement #4Work Agreement • March 23rd, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels
This Work Agreement is entered into by and between Studio City Entertainment Limited, Studio City Hotels Limited, Studio City Retail Services Limited, Studio City Developments Limited, Studio City Ventures Limited and Studio City Services Limited (each a “Studio City WA4 Party” and collectively, the “Studio City WA4 Parties”), on the one hand, and Melco Crown Hospitality and Services Limited, Melco Crown (COD) Hotels Limited, Melco Crown (COD) Developments Limited, Melco Crown (COD) Retail Services Limited, Melco Crown Security Services Limited, Golden Future (Management Services) Limited, MPEL Services Limited and MPEL Properties (Macau) Limited (each a “Melco Crown WA4 Party” and collectively, the “Melco Crown WA4 Parties”), on the other hand. All of the terms and conditions of the Master Services Agreement, dated , 2015, as amended from time to time (the “Master Services Agreement”), by and between Studio City Parties (as defined therein) and Melco Crown Parties (as defined therein)
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • September 7th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”) dated as of July 30, 2018 among Studio City (HK) Two Limited (the “New Guarantor”), Studio City Finance Limited, a BVI business company with limited liability incorporated under the laws of British Virgin Islands (the “Company”), certain subsidiaries of the Company (the “Subsidiary Guarantors” and, together with the New Guarantor, the “Guarantors”), DB Trustees (Hong Kong) Limited, as Trustee (in such role, the “Trustee”) and Collateral Agent , Deutsche Bank Trust Company Americas, as Principal Paying Agent , U.S. Registrar and Transfer Agent, and Deutsche Bank Luxembourg S.A., as European Registrar.
Work Agreement #7Work Agreement • September 7th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels
This Work Agreement is entered into by and between Studio City Retail Services Limited, Studio City Hotels Limited, Studio City Entertainment Limited and Studio City Ventures Limited (each a “Studio City WA7 Party” and collectively, the “Studio City WA7 Parties”), on the one hand, and Golden Future (Management Services) Limited (“Golden Future”), Melco Crown (COD) Hotels Limited, COD Theatre Limited, Altira Hotel Limited, Melco Crown (COD) Developments Limited, Melco Crown COD (GH) Hotel Limited, Melco Crown (COD) Retail Services Limited and MPEL Services Limited (each a “Melco Crown WA7 Party” and collectively, the “Melco Crown WA7 Parties”), on the other hand. Unless otherwise set forth herein, all of the terms and conditions of the Master Services Agreement, dated December 21, 2015, as amended from time to time (the “Master Services Agreement”), by and between Studio City Parties (as defined therein) and Melco Crown Parties (as defined therein) are deemed to be incorporated in this
