SECOND SUPPLEMENTAL INDENTURE

Exhibit 2.22

SECOND SUPPLEMENTAL INDENTURE

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”).

WITNESSETH:

WHEREAS the Company, the Trustee and each of the parties described above are parties to an Indenture, dated as of November 30, 2016, as amended (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of the Company’s 7.250% Senior Secured Notes due 2021;

WHEREAS, pursuant to Sections 4.l7(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 Indenture, 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 Second 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 SECOND 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 Second 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 Second 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 Second 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 COMPANY LIMITED, as Company,
By:		/s/ Xxxxxxx Xxxxx Xxxxx
		Name: Xxxxxxx Xxxxx Xxxxx
		Title: Authorized Signatory
STUDIO CITY INVESTMENTS LIMITED, as Parent Guarantor,
By:		/s/ Xxxxxxx Xxxxx Xxxxx
		Name: Xxxxxxx Xxxxx Xxxxx
		Title: Authorized Signatory
STUDIO CITY HOLDINGS TWO LIMITED, as Subsidiary Guarantor,
By:		/s/ Xxxxxxx Xxxxx Xxxxx
		Name: Xxxxxxx Xxxxx Xxxxx
		Title: Authorized Signatory

[Signature Page to the 2021 Notes Second Supplemental Indenture]

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
STUDIO CITY SERVICES LIMITED, as Subsidiary Guarantor,
By:		/s/ Xxxxxxx Xxxxx Xxxxx
		Name: Xxxxxxx Xxxxx Xxxxx
		Title: Authorized Signatory

[Signature Page to the 2021 Notes Second Supplemental Indenture]

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
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

[Signature Page to the 2021 Notes Second Supplemental Indenture]

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 2021 Notes Second Supplemental Indenture]

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee,
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

[Signature Page to the 2021 Notes Second Supplemental Indenture]