FOURTH SUPPLEMENTAL INDENTURE
Exhibit 4.8
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.
WITNESSETH:
WHEREAS the Company, the Trustee and each of the parties described above are parties to an Indenture, dated as of November 26, 2012, as amended (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of the Company’s 8.500% Senior Secured Notes due 2020;
WHEREAS, pursuant to Sections 4.17(a)(l) and 9.03 of the Indenture, the New Guarantor is required to execute a supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Company, the Trustee and the other parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1. Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture.
2. Agreement to Guarantee. Pursuant to, and subject to the provisions of, Article 11 of the In denture, the New Guarantor (which term includes each other New Guarantor that hereinafter guarantees the Notes pursuant to the terms of the Indenture) hereby unconditionally and irrevocably guarantees, jointly and severally with each other Guarantor, to each Holder and to the Trustee and their successors and assigns to the extent set forth in the Indenture and subject to the provisions thereof (a) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under the Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, or interest, premium, if any, on, the Notes and all other monetary obligations of the Company under the Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under the Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The New Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such New Guarantor and that such New Guarantor will remain bound under Article 11 of the Indenture, notwithstanding any extension or renewal of any Guaranteed Obligation.
The Guaranteed Obligations of the New Guarantor to the Holders of Notes and to the Trustee pursuant to the Indenture as supplemented hereby, are expressly set forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee.
3. Ratification of Indenture: Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Fourth Supplemental Indenture shall form a part of the Indenture for all purposes, and each Holder, by accepting the Notes whether heretofore or hereafter authenticated and delivered (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee , on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that each Guarantor shall be released from all its obligations with respect to this Guarantee in accordance with the terms of the Indenture, including Section 11.08 of the Indenture and upon any defeasance of the Notes in accordance with Article 8 of the Indenture.
4. Governing Law. THIS FOURTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
5. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Fourth Supplemental Indenture. The recitals of fact contained herein shall be treated as statements of the other parties hereto and not the Trustee.
6. Counterparts. The parties may sign any number of copies of this Fourth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the date first above written.
| STUDIO CITY (HK) TWO LIMITED, as New Guarantor, | ||
| By: | /s/ Xxxxxxxxx Xxxxxx | |
| Name: Xxxxxxxxx Xxxxxx | ||
| Title: Sole Director | ||
| STUDIO CITY FINANCE LIMITED, as Company, | ||
| By: | /s/ Xxxxxxx Xxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
| STUDIO CITY INVESTMENTS LIMITED, as Subsidiary Guarantor, | ||
| By: | /s/ Xxxxxxx Xxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
| STUDIO CITY COMPANY LIMITED, as Subsidiary Guarantor, | ||
| By: | /s/ Xxxxxxx Xxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
[Signature Page to the 2020 Notes Fourth Supplemental Indenture]
| STUDIO CITY HOLDINGS TWO LIMITED, as Subsidiary Guarantor, | ||
| By: | /s/ Xxxxxxx Xxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
| STUDIO CITY HOLDINGS THREE LIMITED, as Subsidiary Guarantor, | ||
| By: | /s/ Xxxxxxx Xxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
| STUDIO CITY HOLDINGS FOUR LIMITED, as Subsidiary Guarantor, | ||
| By: | /s/ Xxxxxxx Xxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
| STUDIO CITY ENTERTAINMENT LIMITED, as Subsidiary Guarantor, | ||
| By: | /s/ Xxxxxxx Xxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
[Signature Page to the 2020 Notes Fourth Supplemental Indenture]
| STUDIO CITY SERVICES LIMITED, as Subsidiary Guarantor, | ||
| By: | /s/ Xxxxxxx Xxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
| STUDIO CITY HOTELS LIMITED, as Subsidiary Guarantor, | ||
| By: | /s/ Xxxxxxx Xxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
| SCP HOLDINGS LIMITED, as Subsidiary Guarantor, | ||
| By: | /s/ Xxxxxxx Xxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
| SCIP HOLDINGS LIMITED, as Subsidiary Guarantor, | ||
| By: | /s/ Xxxxxxx Xxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
[Signature Page to the 2020 Notes Fourth Supplemental Indenture]
| STUDIO CITY HOSPITALITY AND SERVICES LIMITED, as Subsidiary Guarantor, | ||
| By: | /s/ Xxxxxxx Xxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
| SCP ONE LIMITED, as Subsidiary Guarantor, | ||
| By: | /s/ Xxxxxxx Xxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
| SCP TWO LIMITED, as Subsidiary Guarantor, | ||
| By: | /s/ Xxxxxxx Xxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
| STUDIO CITY DEVELOPMENTS LIMITED, as Subsidiary Guarantor, | ||
| By: | /s/ Xxxxxxx Xxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
| STUDIO CITY RETAIL SERVICES LIMITED, as Subsidiary Guarantor, | ||
| By: | /s/ Xxxxxxx Xxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
[Signature Page to the 2020 Notes Fourth Supplemental Indenture]
| DB TRUSTEES (HONG KONG) LIMITED, as Trustee and Collateral Agent, | ||
| By: | /s/ Xxxxxx Xxx-Xxx Xx | |
| Name: Xxxxxx Xxx-Xxx Xx | ||
| Title: Authorized Signatory | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Director | ||
| DEUTSCHE BANK TRUST COMPANY AMERICAS, as Principal Paying Agent, U.S. Registrar and Transfer Agent, | ||
| By: Deutsche Bank National Trust Company | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Vice President | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Vice President | ||
| DEUTSCHE BANK LUXEMBOURG S.A., as European Registrar, | ||
| By: | /s/ Xxxxxx Xxx-Xxx Xx | |
| Name: Xxxxxx Xxx-Xxx Xx | ||
| Title: Attorney | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Attorney | ||
[Signature Page to the 2020 Notes Fourth Supplemental Indenture]
