DATED 01 MARCH 2013 STUDIO CITY INVESTMENTS LIMITED AS PARENT AND DEUTSCHE BANK AG, HONG KONG BRANCH AS AGENT AMENDMENT AGREEMENT RELATING TO A SENIOR FACILITIES AGREEMENT DATED 28 JANUARY 2013
Exhibit 2.18
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XXXXXXXX CHANCE
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EXECUTION VERSION
DATED 01 MARCH 2013
STUDIO CITY INVESTMENTS LIMITED
AS PARENT
AND
DEUTSCHE BANK AG, HONG KONG BRANCH
AS AGENT
AMENDMENT AGREEMENT
RELATING TO A SENIOR FACILITIES AGREEMENT
DATED 28 JANUARY 2013
CONTENTS
| Clause | Page | |||
| 1. Definitions and Interpretation |
1 | |||
| 2. Amendment |
2 | |||
| 3. Continuity and Further Assurance |
2 | |||
| 4. Miscellaneous |
2 | |||
| 5. Governing Law |
2 | |||
| Schedule 1 Amendments to Senior Facilities Agreement |
3 | |||
| Part I Original Lenders |
3 | |||
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THIS AGREEMENT is dated 01 MARCH 2013
BETWEEN:
| (1) | STUDIO CITY INVESTMENTS LIMITED, a company incorporated under the laws of The British Virgin Islands (registered number 1673083), whose registered office is at Xxxxxxx Corporate Services (BVI) Limited, Jayla Place, Wickhams Cay I, Road Town, Tortola, British Virgin Islands (the “Parent”); and |
| (2) | DEUTSCHE BANK AG, HONG KONG BRANCH, as facility agent of the other Finance Parties (the “Agent”). |
IT IS AGREED as follows:
| 1. | DEFINITIONS AND INTERPRETATION |
| 1.1 | Definitions |
In this Agreement:
“Amended Facilities Agreement” means the Senior Facilities Agreement, as amended by this Agreement.
“Senior Facilities Agreement” means the senior facilities agreement dated 28 January 2013 between, among others, the Parent and the Agent.
| 1.2 | Incorporation of defined terms |
| (a) | Unless a contrary indication appears, a term defined in the Senior Facilities Agreement has the same meaning in this Agreement. |
| (b) | The principles of construction set out in the Senior Facilities Agreement shall have effect as if set out in this Agreement. |
| 1.3 | Clauses |
In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause in or a Schedule to this Agreement.
| 1.4 | Third party rights |
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce or to enjoy the benefit of any term of this Agreement.
| 1.5 | Designation |
In accordance with the Senior Facilities Agreement, the Agent and the Parent (on behalf of the Borrower) designates this Agreement as a Finance Document.
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| 2. | AMENDMENT |
With effect from the date of this Agreement, the Senior Facilities Agreement shall be amended as set out in Schedule 1 (Amendments to Senior Facilities Agreement).
| 3. | CONTINUITY AND FURTHER ASSURANCE |
| 3.1 | Continuing obligations |
The provisions of the Senior Facilities Agreement and the other Finance Documents shall, save as amended by this Agreement, continue in full force and effect.
| 3.2 | Further assurance |
The Parent shall (and shall ensure that each Obligor, shall), at the request of the Agent and at the Agent’s expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement.
| 4. | MISCELLANEOUS |
| 4.1 | Incorporation of terms |
The provisions of clause 39 (Notices), clause 41 (Partial invalidity), clause 42 (Remedies and waivers) and clause 48 (Enforcement) of the Senior Facilities Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to “this Agreement” or “the Finance Documents” are references to this Agreement.
| 4.2 | Costs and expenses |
The Agent confirms that it has not incurred any costs and expenses (including legal fees) in connection with the negotiation, preparation, printing, execution and perfection of this Agreement and therefore acknowledges that it will not be making any claim for reimbursement in relation to any such costs and expenses under Clauses 20.1 (Transaction expenses) or 20.2 (Amendment costs) of the Senior Facilities Agreement.
| 4.3 | Counterparts |
This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
| 5. | GOVERNING LAW |
This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
This Agreement has been entered into on the date stated at the beginning of this Agreement.
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SCHEDULE 1
AMENDMENTS TO SENIOR FACILITIES AGREEMENT
Part I (Original Lenders) of Schedule 1 (Original Parties) shall be deleted and replaced by the form of Part I (Original Lenders) of Schedule 1 (Amendments to Senior Facilities Agreement) set out below.
PART I
ORIGINAL LENDERS
| Name of Original Lender |
Term Loan Facility Commitment (HK Dollars) |
Revolving Facility Commitment (HK Dollars) |
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| Australia and New Zealand Banking Group Limited |
$ | 540,024,642.86 | $ | 41,540,357.14 | ||||
| Banco Espírito Santo do Oriente, S.A. |
$ | 288,013,142.86 | $ | 22,154,857.14 | ||||
| Banco Nacional Ultramarino, S.A. |
$ | 468,021,357.14 | $ | 36,001,642.86 | ||||
| Banco Weng Hang, S.A. |
$ | 57,602,628.57 | $ | 4,430,971.43 | ||||
| Bank of America, N. A. |
$ | 540,024,642.86 | $ | 41,540,357.14 | ||||
| Bank of China Limited, Macau Branch |
$ | 2,160,098,571.43 | $ | 166,161,428.57 | ||||
| Bank of Communications Co., Ltd. Macau Branch |
$ | 720,032,857.14 | $ | 55,387,142.86 | ||||
| Cathay United Bank Company, Limited, Hong Kong Branch |
$ | 72,003,285.71 | $ | 5,538,714.29 | ||||
| Xxxxx Xxx Commercial Bank Ltd., Offshore Banking Branch |
$ | 36,001,642.86 | $ | 2,769,357.14 | ||||
| China CITIC Bank International Limited |
$ | 144,006,571.43 | $ | 11,077,428.57 | ||||
| Xxxxx Xxxx Bank Limited, Macau Branch |
$ | 36,001,642.86 | $ | 2,769,357.14 | ||||
| Citibank, N.A., Hong Kong Branch |
$ | 540,024,642.86 | $ | 41,540,357.14 | ||||
| Crédit Agricole Corporate and Investment Bank, Hong Kong Branch |
$ | 468,021,357.14 | $ | 36,001,642.86 | ||||
| Crédit Industriel et Commercial, Singapore Branch |
$ | 72,003,285.71 | $ | 5,538,714.29 | ||||
| Dah Sing Bank, Limited |
$ | 36,001,642.86 | $ | 2,769,357.14 | ||||
| Deutsche Bank AG, Hong Kong Branch |
$ | 540,024,642.84 | $ | 41,540,357.16 | ||||
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| Name of Original Lender |
Term Loan Facility Commitment (HK Dollars) |
Revolving Facility Commitment (HK Dollars) |
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| First Commercial Bank Macau Branch |
$ | 36,001,642.86 | $ | 2,769,357.14 | ||||
| Industrial and Commercial Bank of China (Macau) Limited |
$ | 1,800,082,142.86 | $ | 138,467,857.14 | ||||
| National Australia Bank Limited, Hong Kong Branch |
$ | 288,013,142.86 | $ | 22,154,857.14 | ||||
| Xxx Xxxx Bank Limited |
$ | 151,206,900.00 | $ | 11,631,300.00 | ||||
| The Bank of East Asia, Limited, Macau Branch |
$ | 288,013,142.86 | $ | 22,154,857.14 | ||||
| The Bank of Nova Scotia |
$ | 216,009,857.14 | $ | 16,616,142.86 | ||||
| UBS AG, Singapore Branch |
$ | 432,019,714.29 | $ | 33,232,285.71 | ||||
| Wing Lung Bank Limited, Macau Branch |
$ | 151,206,900.00 | $ | 11,631,300.00 | ||||
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| Total |
10,080,460,000.00 | 775,420,000.00 | ||||||
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SIGNATURES
THE PARENT
STUDIO CITY INVESTMENTS LIMITED
| By: | /s/ Xxxxxxxx Xxxxx | |
| Print name: XXXXXXXX XXXXX | ||
AGENT
DEUTSCHE BANK AG, HONG KONG BRANCH
| By: | /s/ Xxxxxx Xxxxxxx |
By: | /s/ Xx Xxx Min |
| Print name: | Xxxxxx Xxxxxxx Authorised Signatory |
Print name: | Xx Xxx Min Authorised Signatory |
| Address: | 52/F, International Commerce Centre 0 Xxxxxx Xxxx Xxxx Xxxxxxx | |
| Attention: | Trust and Securities Services | |
| Telephone: | x000 0000 0000 | |
| Fax: | x000 0000 0000 | |
