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...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 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
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.
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”).
October 16, 2018 MCE Cotai Investments Limited New Cotai, LLC Melco Resorts & Entertainment Limited and Studio City International Holdings Limited AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholder Agreement • March 29th, 2019 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • Hong Kong
