svll solicitation of interest summary nov 15

1 Savan Vegas Lao Limited Solicitation of Interest Summary

© 2015 Savan Vegas Lao Limited. All rights reserved.

PREMIER LAO PDR HOTEL & CASINO RESORT • SAVANNAKHET

SOLICITATION OF INTEREST

SAVAN VEGAS HOTEL & ENTERTAINMENT COMPLEX



Disclaimer

THE INFORMATION CONTAINED IN THIS PRESENTATION IS FOR YOUR INFORMATION ONLY AND ISINTENDED SOLELY FOR THE USE OF PERSONS DECIDING WHETHER OR NOT THEY HAVE AN INTEREST IN REQUESTING ADDITIONAL INFORMATION FROM THE GOVERNMENT OF THE LAO PEOPLE’SDEMOCRATIC REPUBLIC (“THE GOVERNMENT”) OR ITS EXCLUSIVE SALES AGENT SAN MARCO CAPITAL PARTNERS LLC (“SMC”). NO PART OF THIS PRESENTATION SHALL BE DISTRIBUTED OR FORWARDED BY THE RECIPIENT WITHOUT THE CONSENT OF THE GOVERNMENT OR SMC. THIS MATERIAL HAS BEEN PREPARED BASED UPON INFORMATION THAT THE GOVERNMENT AND SMC BELIEVE TO BE RELIABLE, BUT NEITHER THE GOVERNMENT NOR SMC MAKES ANY REPRESENTATION, WARRANTY OR OTHER AGREEMENT, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION CONTAINED HEREIN OR ACCEPTS ANY RESPONSIBILITY TO UPDATE ANY INFORMATION CONTAINED HEREIN AND IT SHOULD NOT BE RELIED UPON IN MAKING AN INVESTMENT DECISION. THE INFORMATION CONTAINED HEREIN DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL THE INFORMATION THAT AN INVESTOR MAY REQUIRE TO MAKE A FULL ANALYSIS OF THE TRANSAC-TION. EACH RECIPIENT OF THIS DOCUMENT SHOULD MAKE ITS OWN INDEPENDENT ANALYSIS AND INVESTIGATION OF THE TRANSACTION AS IT DEEMS NECESSARY PRIOR TO MAKING ITS INVESTMENTDECISION. THE DELIVERY, MAKING OR DISTRIBUTION OF THIS PRESENTATION IN OR TO PERSONS IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW AND PERSONS WHO RECEIVE THIS PRESENTATION SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE LAWS OF THE RELEVANT JURISDICTION. BY ACCEPTING THIS PRESENTATION, THE RECIPIENT REPRESENTS AND WARRANTS THAT IT IS A PERSON TO WHOM THIS PRESENTATION MAY BE DELIVERED OR DISTRIBUTED WITHOUT A VIOLATION OF THE LAWS OF ANY RELEVANT JURISDICTION.

THIS IS NOT AN OFFER OR SOLICITATION WITH RESPECT TO THE PURCHASE OR SALE OF ANYSECURITY. THE INFORMATION CONTAINED HEREIN IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN ADVERTISEMENT, A PUBLIC OFFERING OR GENERAL SOLICITATION OF SECURITIES. NO SECURITIES COMMISSION OR SIMILAR AUTHORITY HAS REVIEWED OR IN ANY WAY PASSED UPON THIS DOCUMENT OR THE MERITS OF THE PROPOSED TRANSACTION, AND ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

THIS DOCUMENT MAY CONTAIN FORWARD-LOOKING STATEMENTS, WHICH REQUIRE THE GOVERNMENT OR SMC TO MAKE ASSUMPTIONS AND INVOLVE INHERENT RISKS AND UNCERTAINTIES, BOTH GENERAL AND SPECIFIC. THERE IS SIGNIFICANT RISK THAT EXPRESS OR IMPLIED PROJECTIONS CONTAINED IN SUCH STATEMENTS WILL NOT MATERIALIZE OR WILL NOT BE ACCURATE. A NUMBER OF FACTORS COULD CAUSE ACTUAL FUTURE RESULTS, CONDITIONS, ACTIONS OR EVENTS TO DIFFER MATERIALLY FROM THE TARGETS, EXPECTATIONS, ESTIMATESOR INTENTIONS EXPRESSED IN THE FORWARD-LOOKING STATEMENTS. SUCH DIFFERENCES MAY BE CAUSED BY FACTORS, MANY OF WHICH ARE BEYOND THE CONTROL OF THE GOVERN-MENT OR SMC. THE GOVERNMENT AND SMC THEREFORE CAUTION READERS NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. THE GOVERNMENT AND SMC DO NOT UNDERTAKE TO UPDATE ANY FORWARD-LOOKING STATEMENTS, WHETHER WRITTEN OR ORAL, THAT MAY BE MADE FROM TIME TO TIME BY OR ON BEHALF OF THE GOVERNMENT OR SMC.



Table of Contents

Opportunity OverviewConcession Overview ............................................................................................................................................................... 4

Exclusivity & Other Benefits ................................................................................................................................................... 5

Tax Structure .............................................................................................................................................................................. 5

Assets Included in Purchase ................................................................................................................................................... 5

Internal Controls and Best Practices ................................................................................................................................... 5

Lao PDR / Savannakhet OverviewLao PDR Overview / Government Regulatory Structure ................................................................................................ 6

Tourism Statistics & Growth Forecast .................................................................................................................................. 6

Special Economic Zones (SEZ) .............................................................................................................................................. 7

Savannakhet Overview ............................................................................................................................................................ 8

Location Relative to Feeder Markets .................................................................................................................................... 8

Property Business SegmentsThe Casino ................................................................................................................................................................................ 9

The Hotel ................................................................................................................................................................................ 10

Entertainment ............................................................................................................................................................................ 10

Food & Beverage ........................................................................................................................................................................ 10

Other Guest Services ............................................................................................................................................................... 1 1

Complex Map ............................................................................................................................ ............................................... 12

Instructions for Participating in the Formal Request for OffersAnnex A: Expression of Interest ............................................................................................................................................ 14

Annex B: Non-Disclosure Agreement ................................................................................................................................. 16



Concession OverviewAs the investment in casinos and gaming facilities in Lao PDR is regulated according to a specific decree1 that provides a framework for certain activities including the operation of casinos, hotels and resorts, the successful pur-chaser of the Savan Vegas complex will enter into a Project Development Agreement (PDA) that will serve as the concession agreement governing the purchaser’s relationship with the Government, outlining its rights, duties and obligations, and enabling the purchaser to legally operate the Savan Vegas complex for a 50-year period.

The concession will include a land lease concession for approximately 50 hectares of land on which the property is located in the Nongdeune Village in the Kaisonphomvihanh District, Savannakhet Province, Lao PDR. A copy of the PDA and detailed information on the Decree and its applicability to the PDA will be provided as part of the bidding process.

1 Lao PDR Investment Law of 2009 and the Decree on the Implementation of the Investment Promotion Law No. 119/PM, dated April 20, 2011. www.investLao PDR.gov.la.

Opportunity OverviewLocated in the Savannakhet province of Lao PDR, perfectly situated on the Lao-Thailand border, the Savan Vegas Hotel and Entertainment Complex (Savan Vegas) offers a unique and much sought after opportunity to capitalize on the untapped demand in the regional gaming and leisure market. With state of the art gaming and resort leisure facilities and a large and active player database, the resort is well positioned for successful turn-key operation.

Vientiane

Savan Vegas

China

Thailand

Cambodia

VietnamBurma

Since opening in late 2008, Savan Vegas has provided its surrounding region with a full-service casino and entertainment destination, a contemporary hotel complete with spa, salon and exercise facilities, a convention center and multiple food and beverage options. With steady VIP program play and walk-in customer base, the property offers a compelling investment opportunity that may be enhanced through numerous government-supported initiatives.

2015 YTD GuestsJanuary 77,190 February 67,762 March 74,255 April 79,500 May 79,797 June 75,790July 80,736

Complex At-a-GlanceCasino Total Gaming Tables 92 Total Machines 493Resort Total Hotel Rooms 476 Total F&B Venues 6 Total Entertainment Venues 5



Exclusivity & Other BenefitsAs part of the final transaction, the Savan Vegas purchaser will receive numerous benefits included to enhance the overall success of the property. The complex has generous room for expansion, and there is no restriction as to the number of gaming units. In addition, for the duration of the PDA, the Government will refrain from granting to any other investor the right to operate a casino or other gaming facility in the Savannakhet, Khammouane and Bolikhamsay Lao PDR provinces.

Tax StructureAll gross gaming revenues will be subject to a 28% tax. Other than taxes relating to employees, the buyer will be exempt from all other taxes relating to the complex, including the 10% VAT tax, corporate and profits taxes, the dividends tax and customs duties. This will be set out in an agreement with the tax authorities.

Assets Included in PurchaseThe successful purchaser of Savan Vegas will receive full ownership of all real property and improvements situated on the land, as well as all rights associated with Savan Vegas business as a going concern, including: • Casino and entertainment complex with slots, gaming tables, VIP rooms, sports book, karaoke rooms and grand stage for live music and shows; • A contemporary hotel featuring 476 guest rooms offering scenic views, modern décor and amenities; • A collection of restaurants, bars and cafés offering a range of formal and informal dining options; • A fitness center, hair and beauty salon, and spa with massage and treatment facilities; • Retail shopping facilities, including a duty free gift shop; • All inventories, supplies, furniture and fixtures, machinery and equipment associated with the complex, including slot machines, gaming tables, and a fleet of transportation vehicles including cars, vans and a Cadillac Escalade stretch limousine for transporting VIP guests; • Net working capital; • All rights under leases, purchase orders and other material contracts, including employment agreements with key employees / staff; and • All intellectual property rights associated with the complex held by Savan Vegas.

Internal Controls and Best PracticesSavan Vegas has adopted minimum internal control standards as the minimum requirements for internal controls over gaming operations. These standards are in accordance with international best practices adopted by casinos of a similar size and nature and include controls over gaming revenues, anti-money laundering and anti-bribery and corruption. The Company is also constantly working to improve its compliance with other gaming industry international best practices.



Lao PDR / Savannakhet OverviewWith its prime location directly on the Lao PDR-Thailand border, Savan Vegas benefits from a favorable government and regulatory environment and a substantial surrounding feeder market population. These combined factors bode well for the property’s short, medium and long term return on investment prospects.

Lao PDR Overview / Government Regulatory StructureSituated between Thailand to the west and Vietnam to the east, the Lao People’s Democratic Republic (PDR) is home to nearly seven million people and operates essentially as a free market system thanks to economic reforms introduced in 19861. With a gross domestic product (GDP) of just under $12 billion in 2014 and an average annual growth rate of 8% over the last 10 years2, Lao PDR is one of Asia’s fastest growing economies despite its lesser developed internal infrastructure.

To support further growth via foreign investment, the Lao PDR Government has focused on providing a more transparent opportunity framework, improving the country’s transportation infrastructure and implementing generous tax incentives via its special economic zones. It also enacted the Investment Law and Implementing Decree3 of 2009 guaranteeing investors fundamental rights, benefits and numerous other protections including equal treatment under Lao laws and regulations. Finally, the Government has joined multiple international organizations to provide the country with greater visibility and opportunity among the foreign investment community.

Tourism Statistics4 & Growth ForecastThanks to the government’s consistent focus on improving the country’s tourism infrastructure and increasing regional and global awareness of its diverse cultural heritage, Lao PDR has enjoyed an average annual tour-ism growth rate of 13% over the past five years. With approximately 75% of its annual tourists visiting the country from neighboring countries like Thailand, Vietnam and Cambodia, and another 18% visiting from the broader Asia Pacific region, Lao PDR’s desirability as a tourism destination

1 US Department of State, Bureau of East Asian and Pacific Affairs US Relations with Lao PDR Fact Sheet. http://www.state.gov/r/pa/ei/bgn/2770.htm2 The World Bank, Global Economic Prospects - Forecasts, Lao PDR and East Asia & Pacific, http://data.worldbank.org/country/lao-pdr3 Lao PDR Investment Law of 2009 and the Decree on the Implementation of the Investment Promotion Law No. 119/PM, dated April 20, 2011. www.investLao PDR.gov.la. 4 Lao PDR Ministry of Information, Culture and Tourism: Tourism Development Department, Tourism Research Division. 2014 Statistical Report on Tourism in Lao PDR.



has significant opportunity for growth as its tourism capabilities continue to expand. On average, regional visitors tend to remain in Lao PDR for two days, whereas international guests visiting Lao PDR from greater distances generally have remained in the country for approximately 7.5 days during the prior five year period.

According to the Lao PDR Ministry of Information, Culture and Tourism 2014 Statistical Report on Tourism In Lao PDR, through 2019 Lao PDR’ annual tourism is estimated to benefit from a conservative 6% average growth rate, with the corresponding tourism revenue increasing annually by 7% to just under $900 million dollars. This and the Government’s ongoing focus on improving the accessibility of the country’s historic temples and monuments and increasing its internal infrastructure and ancillary support services, provide a positive window into the future opportunities that the Savan Vegas complex can take advantage of given its strategic location on the Lao PDR - Thailand border.

2015 2016 2017 2018 2019 Tourism Revenue 672,192,000 728,446,000 784,700,000 840,954,000 897,208,000

Possible SEZ Programs2010 - 2015

Industry Based Logistic

Tourism Based

Agro-Forest Process

Border Trade - Service

Current SEZ ProvinceSavan-Seno Savannakhet(Laos Government / Malaysian Investor)

Boten Luangnamtha(China)

Sarmliem Den Kham Bokeo(China)

Phou Kieu Nakhon Khammouan(Lao)

Non Thong Industrial Park Vientiane(Taiwan)

Special Economic Zones (SEZ)5

To support foreign investment in Lao PDR and establish a framework that simplified the investment process and established legal guidelines to govern said investments, the Lao PDR Government created the National Committee for Special Economic Zones under the Prime Minister’s 2010 Decree on Special Economic Zone and tasked the Committee with establishing SEZ “based on equity, accountability, sustainability, and preserving environment.”

The Savannakhet Province Savan – Seno Special Economic Zone (SaSEZ) takes advantage of Savannakhet’s strategic location on the Thailand border and is home to a new commercial and industrial hub built in cooperation with Malaysia-based Pacifica Streams Development Co. Ltd. As the focal point of foreign investment and trade promotion, SaSEZ has created a favorable investment environment that has resulted in several international compa-nies relocating their production bases to SaSEZ including Aeroworks Co Ltd., Essilor Company (Thailand), Aderans Company Limited (France), and Nikon and Toyota (Japan). To date, 59 foreign businesses, including companies from other members of the Association of Southeast Asian Nations, have invested $226 million in SaSEZ, taking advantage of its sound infrastructure facilities, its improvements to logistics, and the favorable tax break policies that are in place. This favorable labor environment will likewise benefit investors in the Savan Vegas Hotel and Entertainment Complex who will also benefit from the Lao PDR Government’s commitment to supporting further development and expansion. And, the country’s favorable currency movement policies add another advantage to a foreign investor.

5 Madame Bouatha Khatthiya, Director General, Lao National Committee for Special Economic Zone Prime Minister’s Office, Lao PDR Special Economic Zone (SEZ) Development and Management in Lao PDR. January 2011



Savannakhet OverviewWith a population of just over 900,000, the Savannakhet province includes 15 districts and acts as a commercial buffer zone between Thailand and Vietnam, making it an active location for trade between its neighboring countries. With 60% of the province covered by forests, Savannakhet is a popular destination with ample historical, cultural and ecological destinations, including That Ing Hang (Ing Hang Stupa), one of the region’s oldest Buddhist temples. Its primary port of entry is the Friendship Bridge that spans the Mekong River connecting Lao PDR to Thailand, and over the past five years an average of one million tourists have visited the province each year. Savannakhet is the second largest city of Lao PDR and home to various ethnic groups including Laotian, Thai, Chinese and Vietnamese: as such the property is located in a friendly and safe environment with a multi-lingual staff.

Location Relative to Feeder MarketsWith the majority of its visitors coming from Thailand’s nearby provinces6, Savan Vegas has a well-established recurring patron base that also benefits from new customers resulting from its permitted marketing and promotional efforts. The property is also able to accept slot machine wagers from Lao residents. Additionally, the property has ample capacity to increase its visitors from the Bangkok metropolitan area as well as from potential targeted Chinese locations7 and other international target markets.

6 Thailand National Statistical Office, Ministry of Information and Communication Technology. Statistical Yearbook Thailand 2014.

7 At present, the Savannakhet International Airport does not accommodate commercial jet aircraft.

NorthEast Thai ProvincesAmnat Charoen 374,698Buri Ram 1,573,438Chaiyaphum 1,135,723Kalasin 984,030Khon Kaen 1,781,655Loei 632,205Maha Sarakham 955,644Mukdahan 344,302Nakhon Phanom 710,860Nakhon Ratchasima 2,610,164Nong Khai 514,943Nong Bua Lam Phu 507,137Roi Et 1,308,958Sakon Nakhon 1,134,322Si Sa Ket 1,462,028Surin 1,388,194Ubon Ratchathani 1,836,523Udon Thani 1,563,964Yasothon 540,383Total 21,359,171

Bangkok Regional ProvincesBangkok 5,686,252Nakhon Pathom 882,184Nonthaburi 1,156,271Pathum-Thani 1,053,158Samut Prakan 1,241,610Samut Sakhon 519,457Total 10,538,932

Savannakhet

Sanya

Macau

Guangzhou

Shanghai

Kunming

ChengduChongqing

3 421



The CasinoOpen 24 hours per day and seven days per week, Savan Vegas features a full-service casino that includes the latest games alongside casino standards like baccarat and blackjack, ensuring there is no shortage of action. With just under 100 main gaming and VIP tables that are complemented by an extensive electronic table game and slot machine selection, the casino does not operate under a table game or machine installation cap, giving it the ability to expand its offerings to support demand. Additionally, there are no restrictions on the currencies that can be accepted at the casino, and the complex currently has established methods in place whereby it can extend credit to its VIP players.

Main Gaming FloorThe main gaming floor (MGF) includes variable limit table games including Midi and Mini Baccarat, BlackJack, Dragon-Tiger, Caribbean Poker, Roulette, Sicbo and more. It is complemented by a dynamic slot floor that includes both popular title reel and video machines offering extensive incrementing and progressive jackpot options. The main gaming floor also includes multiple electronic roulette, sicbo and baccarat terminals offering electronic wagering on a live game result.

VIP GamingWith substantial gaming volume generated by a stable VIP play, Savan Vegas has numerous incentive programs for its most valuable players. This includes specific walk-in and in-house player programs as well as a wide range of other options including specific programs that include airfare, bus programs, match play and tournaments. With four fixed junket operators in-house and various casual junket operators, four out of the property’s six available VIP rooms are consistently occupied.

Property Business SegmentsThe Savan Vegas Complex includes multiple business segments that are responsible for its annual revenue generation. These include a full-service casino with main gaming floor and VIP services, a contemporary hotel complete with a spa, salon and exercise facilities, a convention center, and multiple dining and retail options. Benefiting from a seasoned management team with extensive experience across all segments, Savan Vegas’s 1,500+ team members work together to provide its guests with an exceptional experience.

Gaming At-a-GlanceTotal Gaming Area 4,100 sqmTotal Gaming Tables 92 Main Gaming Tables 54 VIP Gaming Tables 38Total Machines 493 Main Gaming Slots 435 VIP Gaming Slots 58VIP Gaming Salons 6Fixed Junket Operators 4Race & Sports Book 1



The HotelSavan Vegas has 476 guest rooms, including one Presidential suite, three executive suites, four apartment suites, 22 junior suites, 104 deluxe double rooms and 342 standard twin rooms. Rooms are accessed by four glass elevators providing views of the gaming and entertainment areas. The spacious guest rooms average 32 square meters with western-style showers and bathtubs. Half of the rooms offer views of Savannakhet scenery, while the other half give guests a birds-eye view of the action-packed main gaming floor.

EntertainmentSavan Vegas offers its guests a wide range of appealing entertainment options including daily live music from some of Lao PDR’s and Thailand’s most talented musicians, a headlining feature show once a month, and numerous boxing and sporting events including World Boxing Association (WBA) competitions held quarterly and broadcast internationally. Additionally, the property boasts seven karaoke salons and a central Karaoke bar, allowing guests to become the star of the show.

Food & BeverageThe complex also features a wide range of food and beverage options including multiple offerings that are available 24 hours a day including the Xokmixay Café and the Lanexang Garden buffet that can accommodate up to 300 diners. For property guests desiring a more exclusive culinary experience, Savan Vegas’ premium Silq Fine Dining restaurant offers a variety of dishes from Lao PDR, Thailand and Western countries, and the Dynasty Asian Fusion restaurant offers authentic Asian food including a comprehensive Dim Sum lunch menu. Savan Vegas also offers numerous quick dining options including a sandwich bar and noodle house located on the main gaming floor. And, as the Savannakhet province’s only holder of a 24-hour liquor license, the property’s bar is available 24 hours a day, seven days a week.

F&B At-a-GlanceLanexang Garden Buffet (capacity) 164

Silq Fine Dining 28

Dynasty Asian Fusion 26

Airport Café 43

Pizza Pit 34

Elephant Circle Bar 8

Entertainment At-a-GlanceGrand Stage 1,300 sqm

Boxing Arena 225 sqm

KTV 550 sqm

Jade Elephant 864 sqm

Hotel At-a-GlanceAvailable Rooms 476

Standard Rooms 446

Suites 30



Other Guest ServicesSavan Vegas includes several guest recreational facilities including a full-service spa featuring an extensive range of massage and skin care treatments, a beauty salon, a gift shop with a variety of toiletries and gift items for purchase, an entertainment complex and a fitness center.

The property also houses a branch of the JDB Bank that provides stan-dard banking and foreign currency exchange services, and has numerous ATM machines.

Other Services At-a-GlanceSene Sabai Spa 230 sqm

# of Treatments / Month 265 Treatment Cost $15

Total Convention Area 2,400 sqm

Third Party Outlets

Cash Exchange 1

Jewelry Shop 1

Hair Salon 1

JDB Bank Outlet 1



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Instructions for Participating in the Formal Request for OffersPersons interested in receiving additional information or participating in the sales process should sign both an Expression of Interest in the form attached as Annex A and a Non-Disclosure Agreement in the form attached as Annex B and email them to [email protected].

Provided that an entity providing such documents is permitted to participate in the sale process, it will receive a Request for Offers that describes the sale process and current timetable, includes additional data and information relating to the operation and performance of the complex, and details information that must be provided in order to qualify as a bidder. Qualified bidders will have access to additional information and may make site visits.



ANNEX A

[COMPANY LETTERHEAD]

[●], 2015

San Marco Capital Partners LLC Savan Vegas Hotel & CasinoNongdeune VillageKaishonephomvihan DistrictSavannakhet Province, SavannakhetLaosAttn: Ms. Kelly Gass

Re: Expression of Interest to Participate in Sale Process for Savan Vegas Hotel and Entertainment Complex

Dear Ms. Gass:

Reference is made to the Solicitation of Interest dated October 19, 2015 in respect of the Savan Vegas Hotel and Entertainment Complex (the “Complex”). On behalf of [insert name of company (or companies, in the case of a consortium) and jurisdiction(s) of organization], I am pleased to submit our Expression of Interest to participate in the competitive sale process for the right to purchase and operate the Complex (the “Sale Process”). In accordance with the instructions set forth in the Solicitation of Interest, enclosed with our Expression of Interest is an original signed copy of the Non-Disclosure Agreement in the form attached as Annex B to the Solicitation of Interest.

On behalf of [insert name of company (or companies, in the case of a consortium)], I confirm that [insert name of company is not / none of the foregoing entities is] owned or controlled to any extent or degree by Mr. John K. Baldwin, Mr. Shawn A. Scott, Bridge Capital LLC (of Saipan), Lao Holdings N.V. (or Aruba), Sanum Investments Limited (of Macao SAR), Savan Vegas and Casino Co., Ltd or any of their respective related persons.1

In connection with our participation in the Sale Process, the Government of the Lao People’s Democratic Republic (the “Government”), its exclusive sales agent San Marco Capital Partners LLC (“SMC”), and their respective agents, employees and representatives are authorized to review such information as we may provide or which may be available from third party sources to investigate or evaluate our legal, financial and operational qualifications and suitability to own and

1 As used in this Expression of Interest, the term “related person” includes any legally recognized relation, including spouse, child, parent or other relative, and any shareholder, director, officer, member or employee of such person.



operate the Complex. We hereby agree to release, indemnify and hold harmless the Government, SMC and any of their respective agents, employees or representatives from any claims, damages, losses and expenses arising out of or relating to any investigation or evaluation of our legal, financial and operational qualifications and suitability.

Very truly yours,

[Name][Title]

[COMPANY LETTERHEAD] Ms. Kelly Gass[•], 2015



ANNEX B

NON-DISCLOSURE AGREEMENT(revised version)

The undersigned hereby acknowledges that (i) it has reviewed the Savan Vegas Solicitation of Interest dated October 19, 2015 issued by the Government of the Lao People’s Democratic Republic (the “Government”) through its exclusive sales agent San Marco Capital Partners LLC (“SMC”) and (ii) is interested in participating in the competitive sale process (the “Sale Process”) for the right to purchase and operate the Savan Vegas Hotel and Entertainment Complex (the “Complex”).

In connection with the Sale Process, the undersigned acknowledges that it may receive materials, data and information concerning the Complex, including without limitation a Request for Offers, a model Project Development Agreement and select financial and operating information. All such materials, data and information provided to the undersigned or any party acting on behalf of the undersigned by SMC, the Government or any party acting on behalf of SMC or the Government, including any studies, reports, analyses or other materials based on such materials, data and information and any copies thereof, are referred to in this Non-Disclosure Agreement as “Confidential Information”.

The undersigned agrees to treat all Confidential Information as confidential, and shall not disclose any Confidential Information to a third party unless the Government has given its prior written consent to such disclosure.

Notwithstanding the foregoing, the undersigned may disclose Confidential Information to any of its officers, directors, employees, affiliate companies and their employees, agents and advisors who (i) has a need to know the same in connection with carrying out work relating to the Sale Process, and (ii) has been advised of, and agrees to comply with, the restrictions upon such Confidential Information set forth in this Non-Disclosure Agreement as if it were the undersigned. In addition, the undersigned may disclose Confidential Information to a third party without the Government’s prior written consent to the extent such information:

a. is already known to the undersigned as of the date of disclosure;

b. is already in possession of the public or becomes available to the public other than through an act or omission of the undersigned;

c. is developed independently by the undersigned without the use of any Confidential Information; or

d. is acquired independently from a third party that is under no legal obligation known to the undersigned prohibiting such disclosure.

If the undersigned is required by applicable law, decree, regulation, rule or order of any competent authority to disclose any Confidential Information, the undersigned shall promptly notify the Government in writing so that the Government may seek an appropriate protective order or other



remedy or waive the undersigned’s compliance with this Non-Disclosure Agreement. If such protective order or other remedy is not obtained, then the undersigned shall furnish only that portion of such Confidential Information that is legally required to be disclosed.

The undersigned acknowledges that money damages may not be a sufficient remedy for any breach or threatened breach of this Non-Disclosure Agreement by the undersigned or any party acting on behalf of the undersigned. Therefore, in addition to all other remedies available at law, the Government shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach, and the undersigned hereby waives any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim.

Upon the instruction of the Government, the undersigned shall destroy or return all Confidential Information following the conclusion of its participation in the Sale Process.

This Non-Disclosure Agreement shall expire, and all obligations hereunder shall terminate, upon the later to occur of (a) the one (1) year anniversary of the date hereof and (b) six (6) months following the closing under, or other termination of, the Sale Process.

This Non-Disclosure Agreement shall be governed by, and construed in accordance with, the laws of the Lao People’s Democratic Republic. Any dispute arising out of or related to this Non-Disclosure Agreement or the matters contemplated hereunder shall be referred to and finally resolved by arbitration in Vientiane, Lao PDR in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force.

Executed on this _____day of ________________, 2015.

[Insert name of Interested Person or member of consortium comprising Interested Person]

By

[President or other authorized representative]

svll solicitation of interest summary nov 15

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