DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, AND GOVERNING LAW

Article I Defined Terms, Rules of Interpretation, Computation of Time, and

DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, AND GOVERNING LAW

Section 1.1 Defined Terms

Unless the context otherwise requires, the following terms shall have the following meanings when used in capitalized form:

1. Accrued Professional Compensation means, at any given moment, all accrued, contingent, and/or unpaid fees (including success fees) for legal, financial advisory, accounting, and other services, and all obligations for reimbursement of expenses rendered or incurred by any retained Professional in the Chapter 11 Cases before the Effective Date that are awardable and allowable under Bankruptcy Code sections 328, 330(a), 331, or 363 or that are awardable and allowable under Bankruptcy Code section 503, that the Bankruptcy Court has not denied by a Final Order, all to the extent that any such fees and expenses have not been previously paid. To the extent that the Bankruptcy Court or any higher court denies by a Final Order any amount of a

Professional’s fees or expenses, then those denied amounts shall no longer constitute Accrued Professional Compensation.

2. Administrative Claim means a Claim for payment of costs and expenses of administration pursuant to Bankruptcy Code sections 503(b), 507(a) or 507(b), including: (a) the actual and necessary costs and expenses incurred on or after the Petition Date and through the Effective Date of preserving the Estates and operating the businesses of the Debtors;

(b) compensation for legal, financial advisory, accounting, and other services, and

reimbursement of expenses Allowed pursuant to Bankruptcy Code sections 328, 330(a), 331, or 363 for the period commencing on the Petition Date and through the Effective Date; (c) all fees and charges assessed against the Estates pursuant to chapter 123 of title 28 of the United States Code, 28 U.S.C. §§1–4001; (d) all Allowed Claims for compensation or expense reimbursement for making a substantial contribution in the Chapter 11 Cases pursuant to Bankruptcy Code sections 503(b)(3), (4), and (5); and (e) all other Claims entitled to administrative claim status pursuant to an order of the Bankruptcy Court.

3. Administrative Claims Bar Date means the deadline for filing Proofs of Claim for payment of Administrative Claims, which shall be thirty (30) days after the Effective Date, unless otherwise ordered by the Bankruptcy Court.

4. Affiliate has the meaning set forth in section 101(2) of the Bankruptcy Code.

5. Allowed means, with respect to a Claim or Interest within a particular Class, an Allowed Claim or Allowed Interest of the type described in such Class.

6. Allowed Claim means (a) any Claim against the Debtors that has been listed by the Debtors in the Schedules, as such Schedules may be amended by the Debtors from time to time in accordance with Bankruptcy Rule 1009, if listed as liquidated in amount and not listed as Disputed or contingent and for which no contrary Proof of Claim has been filed; (b) any Claim arising on or before the Effective Date that the Debtors have assented to the validity of or have not objected to or requested estimation of prior to the Claims Objection Deadline; (c) any Claim expressly allowed by the Plan; (d) any Claim expressly allowed by a Final Order; or (e) any Claim allowed by an agreement between the holder of such Claim and the Debtors or the Reorganized Debtors; provided, however, that, notwithstanding anything herein to the contrary, by treating a Claim as an Allowed Claim under clause (b) above following the expiration of the Claims Objection Deadline, the Debtors do not waive their rights to contest the amount and validity of any Disputed, contingent, and/or unliquidated Claim in the time, manner, and venue in which such Claim would have been determined, resolved, or adjudicated if the Chapter 11 Cases had not been commenced. An Allowed Claim (y) includes a Disputed Claim to the extent such Disputed Claim becomes Allowed after the Effective Date; and (z) shall be net of any valid setoff exercised with respect to such Claim pursuant to the provisions of the Plan, the

Bankruptcy Code and applicable law. Unless otherwise specified herein, in section 506(b) of the Bankruptcy Code, or by Final Order of the Bankruptcy Court, an Allowed Claim shall not, for purposes of distributions under the Plan, include interest on such Claim accruing from and after the Petition Date.

7. Allowed Interest means an Interest in any Debtor, which has been or hereafter is listed by such Debtor in its books and records as liquidated in an amount and not disputed or contingent; provided, however, that proofs of Interest need not and should not be filed in the Bankruptcy Court with respect to any Interests.

8. Assets means all of the rights, title, and interests of the Debtors of any nature in property of any kind, wherever located, as specified in section 541 of the Bankruptcy Code.

9. Assumption Schedule means the schedule of Executory Contracts and Unexpired Leases to be assumed or assumed and assigned by the Debtors pursuant to the Plan, including any applicable Cure amounts relating to such assumptions, attached as Exhibit D to the Plan Supplement.

10. Avoidance Action means any Claim, Cause of Action, and right arising under sections 502, 510, 542, 544, 545, 547, 548, 549, 550, 551, 552, and 553 of the Bankruptcy Code.

11. Ballot means the ballot upon which holders of Claims and Interests entitled to vote on the Plan shall cast their votes to accept or reject the Plan, and, if applicable, make such other elections as may be made thereon.

12. Backstop Agreement means that certain Amended and Restated Senior Secured Term Loan Facility Commitment Letter by and among the Debtors and the Backstop Parties, as may be amended, supplemented, or modified from time to time in accordance with the terms of the Plan Support Agreement, setting forth, among other things, the terms and conditions of the Backstop Commitment, and the payment of the Put Option Premium.

13. Backstop Commitment means the commitment, on the terms set forth in the Backstop Agreement, of the Backstop Parties to backstop the Exit Facility.

14. Backstop Parties means the holders of Notes Claims and Existing New Cotai Interests or their successors or assigns (in each case as allowed pursuant to the Backstop Agreement) that are party to the Backstop Agreement.

15. Bankruptcy Code means title 11 of the United States Code, 11 U.S.C. §101, et seq., as amended from time to time.

16. Bankruptcy Court means the United States Bankruptcy Court for the Southern District of New York having jurisdiction over these Chapter 11 Cases or any other court having jurisdiction over the Chapter 11 Cases, including, to the extent of the withdrawal of any

reference under 28 U.S.C. § 157, the United States District Court for the Southern District of New York.

17. Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure and any corresponding local rules of the Bankruptcy Court.

18. Business Day means any day other than a Saturday, Sunday, or “Legal Holiday,”

as defined in Bankruptcy Rule 9006(a).

19. Cash means legal tender of the United States of America.

20. Cause of Action means any claim, action, proceeding, agreement, cause of action, controversy, demand, right, Lien, indemnity, guaranty, suit, obligation, liability, damage,

judgment, account, defense, offset, power, privilege, license, and franchise of any kind or character whatsoever, known or unknown, contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or

unsecured, assertable directly or derivatively, whether arising before, on, or after the Petition Date, in contract or in tort, in law or in equity, or pursuant to any other theory of law. Causes of Action include: (a) any right of setoff, counterclaim, or recoupment and any Claim on contracts or for breaches of duties imposed by law or in equity; (b) the right to object to Claims or

Interests; (c) any Claim pursuant to Bankruptcy Code section 362; (d) any Claim or defense, including fraud, mistake, duress, usury, and any other defense set forth in Bankruptcy Code section 558; (e) any state law fraudulent transfer claim; and (f) any Avoidance Action.

21. Chapter 11 Cases means the Debtors’ chapter 11 cases pending under chapter 11 of the Bankruptcy Code.

22. Claim means any claim as defined in section 101(5) of the Bankruptcy Code.

23. Claims Objection Deadline means, for each Claim, the latest of (a) the day that is the first Business Day that is at least ninety (90) days after the Effective Date; and (b) such other period of limitation as may be specifically fixed by an order of the Bankruptcy Court for

objecting to Claims.

24. Class means a category of holders of Claims or Interests as set forth in Article III of the Plan and classified pursuant to sections 1122 and 1123(a)(1) of the Bankruptcy Code.

25. Consenting Noteholders means those holders of Notes that are party to the Plan Support Agreement.

26. Confirmation means the entry of the Confirmation Order on the docket of the Chapter 11 Cases within the meaning of Bankruptcy Rules 5003 and 9021.

27. Confirmation Date means the date of entry of the Confirmation Order.

28. Confirmation Hearing means the hearing held before the Bankruptcy Court on Confirmation of the Plan pursuant to section 1128 of the Bankruptcy Code, as such hearing may be continued from time to time.

29. Confirmation Order means an order confirming this Plan pursuant to Bankruptcy Code section 1129.

30. Corporate Governance Documents means the certificate of incorporation, certificate of formation, limited liability company agreement, bylaws, and other formation documents of the Debtors and the Reorganized Debtors, as contemplated by the Restructuring Transactions and which shall be in form and substance reasonably acceptable to the Debtors, Silver Point, and the Required Consenting Noteholders.

31. Corporate Governance Term Sheet means the term sheet describing the corporate governance of the Reorganized Debtors as attached to the Plan Support Agreement.

32. Cure means the Debtors’ cash payment, or the distribution of other property (as the parties may agree or the Bankruptcy Court may order), as necessary to cure defaults under an Executory Contract or Unexpired Lease of one or more Debtors and to permit assumption of such Executory Contract or Unexpired Lease under Bankruptcy Code section 365(a).

33. Cure Notice means the notice of proposed Cure amount provided to counterparties to assumed Executory Contracts or Unexpired Leases.

34. Cure Objection Deadline means the deadline for filing objections to a proposed Cure, which shall be on or before seven (7) days after the filing of the Assumption Schedule or, if the Assumption Schedule is amended with respect to one or more Cures, seven (7) days after such amendment with respect to such amended Cures.

35. D&O Liability Insurance Policies means all Insurance Policies of any of the Debtors for directors’, managers’, and officers’ liability.

36. Debtor means each above-captioned debtor, in its capacity as a debtor and debtor-in-possession in the Chapter 11 Cases, namely: (a) New Cotai Holdings, LLC, a Delaware limited liability company; (b) New Cotai, LLC, a Delaware limited liability company; (c) New Cotai Ventures, LLC, a New York limited liability company; and (d) New Cotai Capital Corp., a British Virgin Islands company limited by shares.

37. Debtors means all of the Debtors collectively.

38. Disallowed means, with respect to any Claim or any portion thereof, that such Claim or such portion thereof is not Allowed or Disputed.

39. Disbursing Agent means the Reorganized Debtors or the Person or Persons chosen by the Reorganized Debtors to make or facilitate distributions pursuant to this Plan;

provided that all distributions on account of the Notes Claims shall be made to, or at the direction of, the Indenture Trustee for distribution in accordance with the Plan following the procedures specified in the Indenture.

40. Disclosure Statement means the disclosure statement for this Plan, as may be amended, supplemented, or modified from time to time in accordance with the terms of the Plan Support Agreement, including all exhibits and schedules thereto.

41. Disclosure Statement Order means the Order (I) Approving the Adequacy of the Disclosure Statement, (II) Approving Plan Solicitation and Notice Procedures, (III) Approving the Form of Ballots and Notices, and (IV) Scheduling Certain Dates with Respect Thereto [Docket No. 414], entered by the Bankruptcy Court on June 15, 2020.

42. Disputed means, with respect to a Claim or Interest, a Claim or Interest (a) that is neither Allowed nor Disallowed under the Plan or a Final Order, nor deemed Allowed under section 502, 503, or 1111 of the Bankruptcy Code; or (b) to which the Debtors or any parties in

interest have interposed a timely objection or request for estimation, and such objection or request for estimation has not yet been withdrawn or determined by a Final Order. If the Debtors dispute only a portion of a Claim, such Claim shall be deemed Allowed in any amount the Debtors do not dispute, and shall be Disputed as to the balance of such Claim.

43. Distribution Date means the date, occurring on or as soon as practicable after the Effective Date, on which distributions under the Plan are made to holders of Allowed Claims and any date thereafter on which distributions under the Plan are made to holders of Allowed Claims.

44. Distribution Record Date means the date for determining which holders of Allowed Interests and Allowed Claims, other than Notes Claims, are eligible to receive

distributions under the Plan, which shall be (a) five (5) days before the date of the Confirmation Hearing; or (b) such other date as designated by an order of the Bankruptcy Court; provided that (as further described in Section 7.1 of the Plan), the Distribution Record Date shall not apply to the Notes Claims.

45. DTC means the Depository Trust Company, and its successors and assigns.

46. Effective Date means the first date upon which all provisions, terms, and conditions specified in Section 10.2 have been satisfied or waived pursuant to Section 10.3.

47. Entity means an individual, corporation, partnership, limited partnership, limited liability company, association, joint stock company, joint venture, estate, trust, unincorporated organization, governmental unit (as defined in section 101(27) of the Bankruptcy Code) or any political subdivision thereof, other person (as defined in section 101(41) of the Bankruptcy Code), or other entity.

48. Estate means, as to each Debtor, the estate created for the Debtor in its Chapter 11 Case pursuant to section 541 of the Bankruptcy Code.

49. Exculpated Claim means any claim, obligation, suit, judgment, damage, demand, debt, right, Cause of Action, remedy, loss, and liability for any claim related to any act or

omission in connection with, relating to, or arising out of the Debtors’ in- or out-of-court restructuring efforts, the Chapter 11 Cases or the administration of the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, implementation, consummation, pursuit of approval, or filing of the Plan Support Agreement and related transactions, the Original DIP Facility, the Disclosure Statement, the Investigation, the Plan, the Plan Supplement, the New DIP Facility, the Studio City Private Placement Equity Offering, the Exit Facility, the Backstop Agreement, or any Restructuring Transaction, contract, instrument, release, or other agreement, or document created or entered into in connection with the Plan Support Agreement, the

Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the Original DIP Facility, the Original DIP Facility Documents, the New DIP Facility, the New DIP Facility Documents, the Investigation, the Studio City Private Placement Equity Offering, the Exit Facility, the Exit Facility Documents, the Backstop Agreement, the solicitation of votes on the Plan, the prepetition negotiation and settlement of Claims, the pursuit of Confirmation, the consummation, administration, and implementation of the Plan, including the offer, issuance, and distribution of Plan securities, or the distribution of property under the

Plan or any other related agreement, whether or not such Distributions occur following the Effective Date, the occurrence of the Effective Date, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date;

provided, however, that Exculpated Claims shall not include any claim, obligation, suit, judgment, damage, demand, debt, right, Cause of Action, remedy, loss, and liability for any claim related to any act or omission that is determined in a Final Order to have constituted gross negligence, willful misconduct, or intentional fraud to the extent imposed by applicable non-bankruptcy law.

50. Exculpated Party means, collectively, and in each case, solely in their capacities as such: (a) the Debtors; (b) the Reorganized Debtors; (c) the Estates; (d) Silver Point; (e) the Consenting Noteholders; (f) the Original DIP Credit Parties; (g) the New DIP Credit Parties;

(h) the Exit Facility Parties; (i) the Indenture Trustee; (j) the Backstop Parties; (k) the

Independent Fiduciaries; and (l) with respect to each of the Entities in the foregoing clauses (a) through (k), such Entity’s Related Parties. For the avoidance of doubt, Studio City and Melco Resorts & Entertainment Limited and all of their subsidiaries shall not be Exculpated Parties.

51. Executory Contract means a contract to which one or more of the Debtors is a party that is subject to assumption or rejection under Bankruptcy Code section 365.

52. Existing New Cotai Interests means the current membership interests of New Cotai, LLC that are authorized, issued, and outstanding.

53. Exit Facility means the credit facility or facilities established pursuant to the Exit Facility Documents, which shall be used (i) to satisfy the Tranche A Facility Claims in their entirety and to pay any other necessary costs associated with consummation of the Plan

(including the reasonable and documented accrued and unpaid professional fees and expenses of the Debtors, Silver Point, the Consenting Noteholders, and the Indenture Trustee) on the

Effective Date and (ii) to satisfy any working capital needs of the Reorganized Debtors.

54. Exit Facility Agent means the agent under the Exit Facility Documents.

55. Exit Facility Agreement means the credit agreement to be entered into by and among the Exit Facility Agent, Reorganized New Cotai, LLC, and the Exit Facility Lenders in accordance with the terms set forth in the Exit Facility Term Sheet, as the same may be

amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof and the Plan Support Agreement. The form of the Exit Facility Agreement is attached as Exhibit A to the Plan Supplement.

56. Exit Facility Documents means, collectively, the Exit Facility Agreement and each other agreement, security agreement, pledge agreement, collateral assignment, mortgage, control agreement, guarantee, certificate, document, or instrument executed and/or delivered in connection with any of the foregoing, whether or not specifically mentioned herein or therein, as the same may be modified, amended, restated, supplemented, or replaced from time to time in accordance with the terms of the Plan Support Agreement, that shall govern the Exit Facility.

57. Exit Facility Lenders means the lenders under the Exit Facility Documents and their permitted assigns.

58. Exit Facility Parties means (a) the Exit Facility Agent; and (b) the Exit Facility Lenders, in each case, in their capacities as such.

59. Exit Facility Term Sheet means the term sheet describing the Exit Facility as attached to the Plan Support Agreement.

60. Fee Claim means a Claim for Accrued Professional Compensation.

61. Fee Claim Estimate means the sum of (a) billed but unpaid fees and expenses of Professionals as of the Effective Date; and (b) the unbilled fees and expenses of Professionals estimated to be incurred as of the Effective Date.

62. Fee Claim Reserve means the interest-bearing escrow account, maintained by Reorganized New Cotai, LLC, into which Cash equal to the aggregate Fee Claim Estimate of all Professionals shall be deposited on the Effective Date to fund all Fee Claims.

63. Final Order means an order or judgment of the Bankruptcy Court or other court of competent jurisdiction: (a) which has not been reversed, stayed, modified, or amended, and as to which the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely taken; and (b) as to which any appeal that has been taken or any petition for

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