FILED: NEW YORK COUNTY CLERK 09/10/2013 INDEX NO /2011 NYSCEF DOC. NO. 265 RECEIVED NYSCEF: 09/10/2013. Exhibit 2

Transcription

1 FILED NEW YORK COUNTY CLERK 09/10/2013 INDEX NO /2011 NYSCEF DOC. NO. 265 RECEIVED NYSCEF 09/10/2013 Exhibit 2

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4 Exhibit 1

5 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK x China Privatization Fund (Del), L.P., Plaintiff, v. Galaxy Entertainment Group Limited, Defendant x Index No /2011 I.A.S. Part 48 Jeffrey K. Oing, J. LETTERS ROGATORY The Supreme Court of the State of New York, in and for the County of New York, United States of America, presents its compliments to the appropriate judicial authority of Hong Kong, Special Administrative Region (SAR) of the People s Republic of China, and requests international judicial assistance to obtain evidence to be used in a civil proceeding pending before this Court in the above-captioned matter 1. a. Sender/Requesting Judicial Authority The Honorable Jeffrey K. Oing Justice of the Supreme Court of the State of New York County of New York 60 Centre Street New York, New York b. To the Appropriate Judicial Authority in Hong Kong Registrar of the High Court of Hong Kong G/F, High Court Building 38 Queensway, Hong Kong US_ACTIVE\ \1\

6 2. Names and Addresses of the Parties and their Representatives a. Plaintiff China Privatization Fund (Del), L.P. c/o Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York Plaintiff s Representatives Irwin H. Warren Richard L. Levine Eric C. Hawkins WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York b. Defendant Galaxy Entertainment Group Limited 1606 Hutchison House 10 Harcourt Road, Central Hong Kong Defendant s Representatives James R. Warnot, Jr. Brenda D. DiLuigi Patrick C. Ashby Linklaters LLP 1345 Avenue of the Americas, 18th Floor New York, New York Daniel F. Katz Edward C. Barnidge Luba Shur David S. Kurtzer-Ellenbogen WILLIAMS & CONNOLLY LLP 725 Twelfth St. NW Washington, DC Person to Whom the Executed Request Is To Be Returned Eric C. Hawkins Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York US_ACTIVE\ \1\

7 4. Nature and Purpose of the Proceedings and Summary of the Facts China Privatization Fund (Del), L.P. ( CPF or Plaintiff ) commenced this action on March 4, 2011, against Galaxy Entertainment Group Limited ( Galaxy or Defendant ) seeking to compel Galaxy to issue additional shares of Galaxy common stock to CPF, as allegedly required under CPF s interpretation of an indenture agreement dated December 14, 2006 (the Indenture ) (attached as Exhibit A) as a consequence of CPF s conversion of a zero-coupon note issued by Galaxy. CPF also alleges that Galaxy failed to provide notice of certain events that impact conversion rights, as required under CPF s interpretation of the Indenture, and seeks to compel Galaxy to provide such notices. It is undisputed that under the Indenture certain zero coupon convertible notes issued by Galaxy, $50 million of which were purchased by CPF (the Notes ), were convertible into shares of Galaxy common stock upon demand until December 14, The specific number of shares to be issued by Galaxy upon conversion was determined by a formula set forth in Section 13 of the Indenture. It is undisputed that on February 18, 2011, CPF exercised its right to convert the Notes into shares of Galaxy common stock. CPF asserts that the number of shares of Galaxy common stock issued by Galaxy to CPF upon the conversion was not calculated in accordance with the formula found in the Indenture and that CPF is entitled to millions of additional shares. Galaxy denies CPF s allegations. Specifically, Galaxy contends that it is not obligated under the Indenture to issue additional shares of Galaxy common stock to CPF because Galaxy correctly calculated the number of shares in accordance with the formula found in the Indenture. Further, Galaxy contends that its obligation to provide notice under the Indenture was never triggered. US_ACTIVE\ \1\

8 At the outset of the case, pursuant to procedural rules, Galaxy moved to dismiss the complaint on grounds that the complaint failed on its face to state a claim. This Court denied Galaxy s motion, which ruling was affirmed by the New York Supreme Court, Appellate Division, First Department, on the basis that the conversion formula in the Indenture is susceptible to more than one reasonable interpretation. As a result, information relating to the proper interpretation of the conversion provisions of the Indenture, including of the conversion formula and the definition of the conversion price and any relevant extrinsic evidence regarding the meaning of the conversion provisions of the Indenture, as well as concerning any relevant course of performance under the Indenture, will be relevant to the determination of this case. 5. Evidence to be Obtained or Other Judicial Act to be Performed It has been submitted to this Court by CPF that justice cannot be completely done in this action without testimony from Joshua Zimmerman, a witness who resides and is located in Hong Kong. CPF asserts that the testimony requested is necessary for use in preparation for trial in this action. This Court therefore requests that, in the interest of justice, you issue an order by your proper and usual process summoning Mr. Zimmerman, described more fully below, to appear before a duly appointed official in Hong Kong to give testimony under oath by questions and answers on oral deposition respecting the topics described in Exhibit B. 6. Identity and Address of Person Requested to Provide Testimony Joshua Zimmerman c/o Milbank, Tweed, Hadley & McCloy LLP 30th Floor, Alexandra House 18 Charter Road Hong Kong Nothing herein shall eliminate or impair any rights or obligations Mr. Zimmerman may hold under the New York Civil Practice Law and Rules ( CPLR ) or other applicable law. US_ACTIVE\ \1\

9 7. Statement of the Subject Matter about Which Testimony is Requested CPF asserts upon information and belief that, at times relevant to this action (i) Mr. Zimmerman was an attorney with the law firm White & Case, counsel to Galaxy in the Zero- Coupon Notes transaction at issue in this lawsuit; and (ii) was involved in, among other things, structuring the Notes transaction and the drafting and negotiation of the Indenture. 8. Documents or Other Property to be Inspected Not applicable. 9. Special Methods or Procedures to be Followed This Court requests that the deposition of Mr. Zimmerman take place by a date to be determined by you, at the Hong Kong office of Weil, Gotshal & Manges, 29/F Alexandra House, 18 Chater Road, Central, Hong Kong. 1 It is further requested that Mr. Zimmerman be required to testify orally under oath or solemn affirmation. It is further requested that you cause the deposition to be committed to writing stenographically and videotaped, that you cause Mr. Zimmerman to sign the transcript of his testimony after a reasonable opportunity to review and correct it, and that you cause the original transcript and video-recording to be returned by registered or certified mail, under cover duly sealed and addressed, and bearing the caption of this case, to Weil, Gotshal & Manges LLP, attention of Irwin H. Warren, Richard L. Levine, and Eric C. Hawkins, 767 Fifth Avenue, New York, NY 10153, with copies to Williams & Connolly LLP, attention of Daniel F. Katz, Edward C. Barnidge, and David S. Kurtzer-Ellenbogen, 725 Twelfth St. NW, Washington, DC 20005, and Linklaters LLP, attention of James R. Warnot, Jr., Brenda D. DiLuigi, and Patrick C. Ashby, 1345 Avenue of the Americas, 18th Floor, New York, New York The Court further requests that you cause the deposition to proceed in the 1 We hope that the parties and Mr. Zimmerman will be able to agree upon a mutually convenient date but ask that the High Court of Hong Kong order that Mr. Zimmerman submit to deposition no later than by March 31, US_ACTIVE\ \1\

10 following order (i) examination by the attorneys for the requesting party (CPF); (ii) examination by the attorneys for Galaxy; (iii) re-examination by the attorneys for CPF; and (iv) re-examination by the attorneys for Galaxy. 10. Request for Notification of the Time and Place for the Execution of the Request It is further requested that notification of the deadline for the deposition be given directly to Mr. Zimmerman and to the Plaintiff s Representative and Defendant s Representative identified above. 11. Request for Attendance or Participation of Judicial Personnel of the Requesting Authority at the Execution of the Request It is further requested that the deposition of Mr. Zimmerman be taken in accordance with New York CPLR 3113 and 3116, copies of which are attached hereto as Exhibit C, and that the United States counsel of record herein as of the date of the deposition, including, but not limited to, (i) Irwin H. Warren, Esq., Richard L. Levine, Esq., Eric C. Hawkins, Esq., Amy Suehnholz, Esq., of Weil, Gotshal & Manges LLP (New York) and Henry Ong and Soo-Jin Shim of such firm (Hong Kong), attorneys for CPF; and (ii) Daniel F. Katz, Esq., Edward C. Barnidge, Esq., Luba Shur, Esq., and David S. Kurtzer-Ellenbogen, Esq., of Williams & Connolly LLP, James R. Warnot, Jr., Esq., Brenda D. DiLuigi, Esq., and Patrick C. Ashby, Esq. of Linklaters LLP (New York), and Hong Kong counsel Jelita Pandjaitan, Esq. and Robert French, Esq. of Linklaters LLP (Hong Kong), attorneys for Galaxy, as well as other attorneys who may appear for the parties, and counsel for the witness, be permitted to attend the deposition and administer questions to the witness, in person and/or by video conference. 12. Specification of Privilege or Duty to Refuse to Give Evidence Under the Law of the State of Origin Under the laws of New York and of the United States, a testifying witness may refuse to provide any testimony that would result in disclosure of any communication between a US_ACTIVE\ \1\

11 client and its counsel made and maintained in confidence in the course of a request for legal advice. This privilege belongs to the client and is known as the attorney/client privilege. When the witness is an attorney, the witness may not provide testimony that would reveal privileged communications with a current or former client unless the client has waived the privilege or in certain enumerated circumstances where the lawyer is allowed to make disclosure because the lawyer reasonably believes disclosure is necessary. In addition, materials prepared in anticipation of litigation or for trial by or for a party to a pending or potential litigation or by or for the party s representative are protected from disclosure to an adversary, unless the requesting party can show, as to facts set forth therein (as opposed to views, opinions, or analysis of counsel), both a substantial need for the information and an inability to obtain the substantial equivalent by other means without undue hardship. Finally, materials prepared by an attorney, acting as an attorney, which contain the attorney s analysis and trial strategy, shall not be obtainable in discovery. This protection is known as the attorney work product doctrine. If any testimony is withheld on any of these grounds, this must be stated at the time of withholding the testimony. The above summary of the attorney-client privilege, litigation or trial preparation protection, and attorney work product protection is not intended to modify the scope of those protections under the laws of New York and of the United States. 13. Reciprocity. This Court is ready and willing to do the same for you in a similar case when required. US_ACTIVE\ \1\

12 WITNESS, the Honorable Jeffrey K. Oing, Justice of the Supreme Court of the State of New York, held in and for the County of New York, and the seal thereof, this day of September, J.S.C. US_ACTIVE\ \1\

13 Exhibit A (Omitted)

14 Exhibit B

15 Exhibit B STATEMENTS OF THE SUBJECT MATTER ABOUT WHICH THE WITNESS JOSHUA ZIMMERMAN WILL BE EXAMINED The purpose of the deposition will be to examine Joshua Zimmerman with respect to the matters in dispute in the case of China Privatization Fund (DEL), L.P. v. Galaxy Entertainment Group Limited, Index No /2011, currently pending before Justice Oing in the Supreme Court of the State of New York, County of New York. Counsel for plaintiff China Privatization Fund (DEL), L.P. will examine Mr. Zimmerman, and counsel for defendant Galaxy Entertainment Group Limited ( Galaxy ) may ask questions as well, concerning Mr. Zimmerman s knowledge (subject to assertions of privilege or work product/trial preparation or other immunity from discovery provided by applicable law) of the following 1. Mr. Zimmerman s background, including his educational and employment history and his experience with zero coupon or other convertible notes, indentures for same, and other similar investment instruments and vehicles prior to the issuance of the zero coupon notes due in 2011 that were issued by Galaxy ( the Notes ). 2. The December 14, 2006 indenture between Galaxy and the Bank of New York (the Indenture ), including but not limited to its genesis, drafting, structuring, negotiation and performance. 3. The Purchase Agreement dated as of December 5, 2006, between Galaxy and the purchasers listed on Schedule 1 thereto (the Purchase Agreement ), including, but not limited to, its genesis, drafting, structuring, negotiation, and performance. 4. Specific negotiations and drafting concerning Article 13 of the Indenture, governing the terms of conversion, including, but not limited to, Section 13.08, entitled Reset US_ACTIVE\ \1\

16 Mechanism, as well as the definitions and other provisions referenced in connection with the conversion formula. 5. The negotiation, interpretation, and drafting of the terms Initial Reference Price, then applicable Initial Reference Price, Floor Price, Cap Price, Conversion Price, Revised Conversion Price and Revised Reference Price as those terms are defined and used in the Indenture. 6. The mechanics for calculating the conversion price of the Notes and the application of the conversion formula set forth in the Indenture. 7. The drafting and negotiation, if any, of the Hong Kong Stock Exchange Notice, which was entitled Resumption of Trading and Issue of Zero Coupon Convertible Notes Due 2011 and posted on the Hong Kong Stock Exchange website at or about the time the Notes were issued. 8. Any inquiries or discussions regarding, or the effectuation of, the conversion of any Notes by CPF or any other Note holder. 9. Mr. Zimmerman s understanding of the objectives of Galaxy s convertible note offering in 2006, including any communications regarding any of those objectives involving any Note purchaser or potential Note purchaser or any of their respective counsel or other representatives. US_ACTIVE\ \1\

17 Exhibit C (Omitted)

18 Exhibit 2

19 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK x China Privatization Fund (Del), L.P., Plaintiff, v. Galaxy Entertainment Group Limited, Defendant x Index No /2011 I.A.S. Part 48 Jeffrey K. Oing, J. LETTERS ROGATORY The Supreme Court of the State of New York, in and for the County of New York, United States of America, presents its compliments to the appropriate judicial authority of Hong Kong, Special Administrative Region (SAR) of the People s Republic of China, and requests international judicial assistance to obtain evidence to be used in a civil proceeding pending before this Court in the above-captioned matter 1. a. Sender/Requesting Judicial Authority The Honorable Jeffrey K. Oing Justice of the Supreme Court of the State of New York County of New York 60 Centre Street New York, New York b. To the Appropriate Judicial Authority in Hong Kong Registrar of the High Court of Hong Kong G/F, High Court Building 38 Queensway, Hong Kong US_ACTIVE\ \1\

20 2. Names and Addresses of the Parties and their Representatives a. Plaintiff China Privatization Fund (Del), L.P. c/o Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York Plaintiff s Representatives Irwin H. Warren Richard L. Levine Eric C. Hawkins WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York b. Defendant Galaxy Entertainment Group Limited 1606 Hutchison House 10 Harcourt Road, Central Hong Kong Defendant s Representatives James R. Warnot, Jr. Brenda D. DiLuigi Patrick C. Ashby Linklaters LLP 1345 Avenue of the Americas, 18th Floor New York, New York Daniel F. Katz Edward C. Barnidge Luba Shur David S. Kurtzer-Ellenbogen WILLIAMS & CONNOLLY LLP 725 Twelfth St. NW Washington, DC Person to Whom the Executed Request Is To Be Returned Eric C. Hawkins Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York US_ACTIVE\ \1\

21 4. Nature and Purpose of the Proceedings and Summary of the Facts China Privatization Fund (Del), L.P. ( CPF or Plaintiff ) commenced this action on March 4, 2011, against Galaxy Entertainment Group Limited ( Galaxy or Defendant ) seeking to compel Galaxy to issue additional shares of Galaxy common stock to CPF, as allegedly required under CPF s interpretation of an indenture agreement dated December 14, 2006 (the Indenture ) (attached as Exhibit A) as a consequence of CPF s conversion of a zero-coupon note issued by Galaxy. CPF also alleges that Galaxy failed to provide notice of certain events that impact conversion rights, as required under CPF s interpretation of the Indenture, and seeks to compel Galaxy to provide such notices. It is undisputed that under the Indenture certain zero coupon convertible notes issued by Galaxy, $50 million of which were purchased by CPF (the Notes ), were convertible into shares of Galaxy common stock upon demand until December 14, The specific number of shares to be issued by Galaxy upon conversion was determined by a formula set forth in Section 13 of the Indenture. It is undisputed that on February 18, 2011, CPF exercised its right to convert the Notes into shares of Galaxy common stock. CPF asserts that the number of shares of Galaxy common stock issued by Galaxy to CPF upon the conversion was not calculated in accordance with the formula found in the Indenture and that CPF is entitled to millions of additional shares. Galaxy denies CPF s allegations. Specifically, Galaxy contends that it is not obligated under the Indenture to issue additional shares of Galaxy common stock to CPF because Galaxy correctly calculated the number of shares in accordance with the formula found in the Indenture. Further, Galaxy contends that its obligation to provide notice under the Indenture was never triggered. US_ACTIVE\ \1\

22 At the outset of the case, pursuant to procedural rules, Galaxy moved to dismiss the complaint on grounds that the complaint failed on its face to state a claim. This Court denied Galaxy s motion, which ruling was affirmed by the New York Supreme Court, Appellate Division, First Department, on the basis that the conversion formula in the Indenture is susceptible to more than one reasonable interpretation. As a result, information relating to the proper interpretation of the conversion provisions of the Indenture, including of the conversion formula and the definition of the conversion price and any relevant extrinsic evidence regarding the meaning of the conversion provisions of the Indenture, as well as concerning any relevant course of performance under the Indenture, will be relevant to the determination of this case. 5. Evidence to be Obtained or Other Judicial Act to be Performed It has been submitted to this Court by CPF that justice cannot be completely done in this action without testimony from David Norman, a witness who resides and is located in Hong Kong. CPF asserts that the testimony requested is necessary for use in preparation for trial in this action. This Court therefore requests that, in the interest of justice, you issue an order by your proper and usual process summoning Mr. Norman, described more fully below, to appear before a duly appointed official in Hong Kong to give testimony under oath by questions and answers on oral deposition respecting the topics described in Exhibit B. 6. Identity and Address of Person Requested to Provide Testimony David Norman c/o SR Search 1918 Hutchinson House 10 Harcourt Road, Central Hong Kong Nothing herein shall eliminate or impair any rights or obligations Mr. Norman may hold under the New York Civil Practice Law and Rules ( CPLR ) or other applicable law. US_ACTIVE\ \1\

23 7. Statement of the Subject Matter about Which Testimony Is Requested CPF asserts upon information and belief that, at times relevant to this action (i) Mr. Norman was an attorney with the law firm Richards Butler, counsel to Galaxy in the Zero- Coupon Notes transaction at issue in this lawsuit; and (ii) was involved in, among other things, structuring the Notes transaction, the drafting and negotiation of the Indenture, and the drafting of the Hong Kong Stock Exchange Notice, which was entitled Resumption of Trading and Issue of Zero Coupon Convertible Notes Due 2011 and posted on the Hong Kong Stock Exchange website at or about the time the Notes were issued. 8. Documents or Other Property to be Inspected Not applicable. 9. Special Methods or Procedures to be Followed This Court requests that the deposition of Mr. Norman take place by a date to be determined by you, at the Hong Kong office of Weil, Gotshal & Manges, 29/F Alexandra House, 18 Chater Road, Central, Hong Kong. 1 It is further requested that David Norman be required to testify orally under oath or solemn affirmation. It is further requested that you cause the deposition to be committed to writing stenographically and videotaped, that you cause Mr. Norman to sign the transcript of his testimony after a reasonable opportunity to review and correct it, and that you cause the original transcript and video-recording to be returned by registered or certified mail, under cover duly sealed and addressed, and bearing the caption of this case, to Weil, Gotshal & Manges LLP, attention of Irwin H. Warren, Richard L. Levine, and Eric C. Hawkins, 767 Fifth Avenue, New York, NY 10153, with copies to Williams & Connolly LLP, attention of Daniel F. Katz, Edward C. Barnidge, and David S. Kurtzer-Ellenbogen, We hope that the parties and Mr. Norman will be able to agree upon a mutually convenient date but ask that the High Court of Hong Kong order that Mr. Norman submit to deposition no later than by March 31, US_ACTIVE\ \1\

24 Twelfth St. NW, Washington, DC 20005, and Linklaters LLP, attention of James R. Warnot, Jr., Brenda D. DiLuigi, and Patrick C. Ashby, 1345 Avenue of the Americas, 18th Floor, New York, New York The Court further requests that you cause the deposition to proceed in the following order (i) examination by the attorneys for the requesting party (CPF); (ii) examination by the attorneys for Galaxy; (iii) re-examination by the attorneys for CPF; and (iv) re-examination by the attorneys for Galaxy. 10. Request for Notification of the Time and Place for the Execution of the Request It is further requested that notification of the deadline for the deposition be given directly to Mr. Norman and to the Plaintiff s Representative and Defendant s Representative identified above. 11. Request for Attendance or Participation of Judicial Personnel of the Requesting Authority at the Execution of the Request It is further requested that the deposition of Mr. Norman be taken in accordance with New York CPLR 3113 and 3116, copies of which are attached hereto as Exhibit C, and that the United States counsel of record herein as of the date of the deposition, including, but not limited to, (i) Irwin H. Warren, Esq., Richard L. Levine, Esq., Eric C. Hawkins, Esq., Amy Suehnholz, Esq., of Weil, Gotshal & Manges LLP (New York) and Henry Ong and Soo-Jin Shim of such firm (Hong Kong), attorneys for CPF; and (ii) Daniel F. Katz, Esq., Edward C. Barnidge, Esq., Luba Shur, Esq., and David S. Kurtzer-Ellenbogen, Esq., of Williams & Connolly LLP, James R. Warnot, Jr., Esq., Brenda D. DiLuigi, Esq., and Patrick C. Ashby, Esq. of Linklaters LLP (New York), and Hong Kong counsel Jelita Pandjaitan, Esq. and Robert French, Esq. of Linklaters LLP (Hong Kong), attorneys for Galaxy, as well as other attorneys who may appear for the parties, and counsel for the witness, be permitted to attend the deposition and administer questions to the witness, in person and/or by video conference. US_ACTIVE\ \1\

25 12. Specification of Privilege or Duty to Refuse to Give Evidence Under the Law of the State of Origin Under the laws of New York and of the United States, a testifying witness may refuse to provide any testimony that would result in disclosure of any communication between a client and its counsel made and maintained in confidence in the course of a request for legal advice. This privilege belongs to the client and is known as the attorney/client privilege. When the witness is an attorney, the witness may not provide testimony that would reveal privileged communications with a current or former client unless the client has waived the privilege or in certain enumerated circumstances where the lawyer is allowed to make disclosure because the lawyer reasonably believes disclosure is necessary. In addition, materials prepared in anticipation of litigation or for trial by or for a party to a pending or potential litigation or by or for the party s representative are protected from disclosure to an adversary, unless the requesting party can show, as to facts set forth therein (as opposed to views, opinions, or analysis of counsel), both a substantial need for the information and an inability to obtain the substantial equivalent by other means without undue hardship. Finally, materials prepared by an attorney, acting as an attorney, which contain the attorney s analysis and trial strategy, shall not be obtainable in discovery. This protection is known as the attorney work product doctrine. If any testimony is withheld on any of these grounds, this must be stated at the time of withholding the testimony. The above summary of the attorney-client privilege, litigation or trial preparation protection, and attorney work product protection is not intended to modify the scope of those protections under the laws of New York and of the United States. required. 13. Reciprocity. This Court is ready and willing to do the same for you in a similar case when US_ACTIVE\ \1\

26 WITNESS, the Honorable Jeffrey K. Oing, Justice of the Supreme Court of the State of New York, held in and for the County of New York, and the seal thereof, this day of September, J.S.C. US_ACTIVE\ \1\

27 Exhibit A (Omitted)

28 Exhibit B

29 Exhibit B STATEMENTS OF THE SUBJECT MATTER ABOUT WHICH THE WITNESS DAVID NORMAN WILL BE EXAMINED The purpose of the deposition will be to examine David Norman with respect to the matters in dispute in the case of China Privatization Fund (DEL), L.P. v. Galaxy Entertainment Group Limited, Index No /2011, currently pending before Justice Oing in the Supreme Court of the State of New York, County of New York. Counsel for plaintiff China Privatization Fund (DEL), L.P. will examine Mr. Norman, and counsel for defendant Galaxy Entertainment Group Limited ( Galaxy ) may ask questions as well, concerning Mr. Norman s knowledge (subject to assertions of privilege or work product/trial preparation or other immunity from discovery provided by applicable law) of the following 1. Mr. Norman s background, including his educational and employment history and his experience with zero coupon or other convertible notes, indentures for same, and other similar investment instruments and vehicles prior to the issuance of the zero coupon notes due in 2011 that were issued by Galaxy ( the Notes ). 2. The December 14, 2006 indenture between Galaxy and the Bank of New York (the Indenture ), including but not limited to its genesis, drafting, structuring, negotiation and performance. 3. The Purchase Agreement dated as of December 5, 2006, between Galaxy and the purchasers listed on Schedule 1 thereto (the Purchase Agreement ), including, but not limited to, its genesis, drafting, structuring, negotiation, and performance. 4. Specific negotiations and drafting concerning Article 13 of the Indenture, governing the terms of conversion, including, but not limited to, Section 13.08, entitled Reset US_ACTIVE\ \1\

30 Mechanism, as well as the definitions and other provisions referenced in connection with the conversion formula. 5. The negotiation, interpretation, and drafting of the terms Initial Reference Price, then applicable Initial Reference Price, Floor Price, Cap Price, Conversion Price, Revised Conversion Price and Revised Reference Price as those terms are defined and used in the Indenture. 6. The mechanics for calculating the conversion price of the Notes and the application of the conversion formula set forth in the Indenture. 7. The drafting and negotiation, if any, of the Hong Kong Stock Exchange Notice, which was entitled Resumption of Trading and Issue of Zero Coupon Convertible Notes Due 2011 and posted on the Hong Kong Stock Exchange website at or about the time the Notes were issued. 8. Any inquiries or discussions regarding, or the effectuation of, the conversion of any Notes by CPF or any other Note holder. 9. Mr. Norman s understanding of the objectives of Galaxy s convertible note offering in 2006, including any communications regarding any of those objectives involving any Note purchaser or potential Note purchaser or any of their respective counsel or other representatives. US_ACTIVE\ \1\

31 Exhibit C (Omitted)

32 Exhibit 3

33 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK x China Privatization Fund (Del), L.P., Plaintiff, v. Galaxy Entertainment Group Limited, Defendant x Index No /2011 I.A.S. Part 48 Jeffrey K. Oing, J. LETTERS ROGATORY The Supreme Court of the State of New York, in and for the County of New York, United States of America, presents its compliments to the appropriate judicial authority of Hong Kong, Special Administrative Region (SAR) of the People s Republic of China, and requests international judicial assistance to obtain evidence to be used in a civil proceeding pending before this Court in the above-captioned matter 1. a. Sender/Requesting Judicial Authority The Honorable Jeffrey K. Oing Justice of the Supreme Court of the State of New York County of New York 60 Centre Street New York, New York b. To the Appropriate Judicial Authority in Hong Kong Registrar of the High Court of Hong Kong G/F, High Court Building 38 Queensway, Hong Kong US_ACTIVE\ \1\

34 2. Names and Addresses of the Parties and their Representatives a. Plaintiff China Privatization Fund (Del), L.P. c/o Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York Plaintiff s Representatives Irwin H. Warren Richard L. Levine Eric C. Hawkins WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York b. Defendant Galaxy Entertainment Group Limited 1606 Hutchison House 10 Harcourt Road, Central Hong Kong Defendant s Representatives James R. Warnot, Jr. Brenda D. DiLuigi Patrick C. Ashby Linklaters LLP 1345 Avenue of the Americas, 18th Floor New York, New York Daniel F. Katz Edward C. Barnidge Luba Shur David S. Kurtzer-Ellenbogen WILLIAMS & CONNOLLY LLP 725 Twelfth St. NW Washington, DC Person to Whom the Executed Request Is To Be Returned Eric C. Hawkins Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York US_ACTIVE\ \1\

35 4. Nature and Purpose of the Proceedings and Summary of the Facts China Privatization Fund (Del), L.P. ( CPF or Plaintiff ) commenced this action on March 4, 2011, against Galaxy Entertainment Group Limited ( Galaxy or Defendant ) seeking to compel Galaxy to issue additional shares of Galaxy common stock to CPF, as allegedly required under CPF s interpretation of an indenture agreement dated December 14, 2006 (the Indenture ) (attached as Exhibit A) as a consequence of CPF s conversion of a zero-coupon note issued by Galaxy. CPF also alleges that Galaxy failed to provide notice of certain events that impact conversion rights, as required under CPF s interpretation of the Indenture, and seeks to compel Galaxy to provide such notices. It is undisputed that under the Indenture certain zero coupon convertible notes issued by Galaxy, $50 million of which were purchased by CPF (the Notes ), were convertible into shares of Galaxy common stock upon demand until December 14, The specific number of shares to be issued by Galaxy upon conversion was determined by a formula set forth in Section 13 of the Indenture. It is undisputed that on February 18, 2011, CPF exercised its right to convert the Notes into shares of Galaxy common stock. CPF asserts that the number of shares of Galaxy common stock issued by Galaxy to CPF upon the conversion was not calculated in accordance with the formula found in the Indenture and that CPF is entitled to millions of additional shares. Galaxy denies CPF s allegations. Specifically, Galaxy contends that it is not obligated under the Indenture to issue additional shares of Galaxy common stock to CPF because Galaxy correctly calculated the number of shares in accordance with the formula found in the Indenture. Further, Galaxy contends that its obligation to provide notice under the Indenture was never triggered. US_ACTIVE\ \1\

36 At the outset of the case, pursuant to procedural rules, Galaxy moved to dismiss the complaint on grounds that the complaint failed on its face to state a claim. This Court denied Galaxy s motion, which ruling was affirmed by the New York Supreme Court, Appellate Division, First Department, on the basis that the conversion formula in the Indenture is susceptible to more than one reasonable interpretation. As a result, information relating to the proper interpretation of the conversion provisions of the Indenture, including of the conversion formula and the definition of the conversion price and any relevant extrinsic evidence regarding the meaning of the conversion provisions of the Indenture, as well as concerning any relevant course of performance under the Indenture, will be relevant to the determination of this case. 5. Evidence to be Obtained or Other Judicial Act to be Performed It has been submitted to this Court by CPF that justice cannot be completely done in this action without documents from PricewaterhouseCoopers, a witness located in Hong Kong, by its proper representative. CPF asserts that the documents requested are necessary for use in preparation for trial in this action. This Court therefore requests that, in the interest of justice, you issue an order by your proper and usual process summoning PricewaterhouseCoopers, by its proper representative, to produce the documents described in Section 8 below. 6. Identity and Address of Persons Requested to Produce Documents PricewaterhouseCoopers GPO Box 690 Hong Kong Nothing herein shall eliminate or impair any rights or obligations PricewaterhouseCoopers may hold under the New York Civil Practice Law and Rules ( CPLR ) or other applicable law. US_ACTIVE\ \1\

37 7. Statement of the Subject Matter about Which Documents Are Requested CPF asserts upon information and belief that, at the relevant times PricewaterhouseCoopers (i) were independent auditors for Galaxy; and (ii) were involved in, among other things, the valuation of the Galaxy convertible Notes at issue, the interpretation of the Indenture at issue, and Galaxy s public financial reporting concerning the Notes at issue. 8. Documents or Other Property to be Inspected This Court requests that the appropriate judicial authority of Hong Kong, SAR of the People s Republic of China, compel PricewaterhouseCoopers, by its proper representative, to produce the documents described in Exhibit B attached hereto that are in PricewaterhouseCoopers possession, custody, or control. CPF asserts that the documents requested are necessary to obtain evidence for use at trial in this action. 9. Special Methods or Procedures to be Followed This Court requests that all responsive and non-privileged documentary evidence requested herein be produced by PricewaterhouseCoopers, by its proper representative, at the Hong Kong office of Weil, Gotshal & Manges within thirty days of the service upon PricewaterhouseCoopers of the process to be issued, with Weil, Gotshal & Manges required to provide a copy of same to counsel for Galaxy in the United States promptly upon receipt. 10. Request for Notification of the Time and Place for the Execution of the Request It is further requested that notification of the deadline for the production of documents be given directly to PricewaterhouseCoopers, by its proper representative, and to the Plaintiff s Representative and Defendant s Representative identified above. US_ACTIVE\ \1\

38 11. Specification of Privilege or Duty to Refuse to Give Evidence Under the Law of the State of Origin Under the laws of New York and of the United States, a producing party or a producing witness may refuse to provide any documents that would result in disclosure of any communication between that producing party or witness and its counsel made and maintained in confidence in the course of a request for legal advice. This privilege is known as the attorney/client privilege. In addition, documents prepared in anticipation of litigation or for trial by or for a party to a pending or potential litigation or by or for the party s representative are protected from disclosure to an adversary, unless the requesting party can show, as to facts set forth therein (as opposed to views, opinions, or analysis of counsel), both a substantial need for the information and an inability to obtain the substantial equivalent by other means without undue hardship. Finally, materials prepared by an attorney, acting as an attorney, which contain the attorney s analysis and trial strategy, shall not be obtainable in discovery. This protection is known as the attorney work product doctrine. If any documents are withheld on any of these grounds, this must be stated at the time of producing the documents, and any protected documents must be appropriately identified by the witness. The above summary of the attorneyclient privilege, litigation or trial preparation protection, and attorney work product protection is not intended to modify the scope of those protections under the laws of New York and of the United States. US_ACTIVE\ \1\

39 required. 12. Reciprocity. This Court is ready and willing to do the same for you in a similar case when WITNESS, the Honorable Jeffrey K. Oing, Justice of the Supreme Court of the State of New York, held in and for the County of New York, and the seal thereof, this day of September, J.S.C. US_ACTIVE\ \1\

40 Exhibit A (Omitted)

41 Exhibit B

42 Exhibit B DOCUMENTS TO BE PRODUCED BY THE WITNESS PRICEWATERHOUSECOOOPERS 1. Documents pertaining to the zero coupon convertible notes issued in 2006 by Galaxy Entertainment Group Limited ( Galaxy ) due in 2011 (the Notes ). 2. Documents pertaining to the December 14, 2006 indenture between Galaxy and the Bank of New York (the Indenture ), including but not limited to its genesis, drafting, structuring, negotiation and performance. 3. Documents pertaining to the conversion formula and any elements thereof, including the meaning of the terms Initial Reference Price, then applicable Initial Reference Price, Floor Price, Cap Price, Conversion Price, Revised Conversion Price and Revised Reference Price as those terms are defined and used in the Indenture. 4. Documents pertaining to the mechanics for calculating the conversion price of the Notes and the application of the conversion formula set forth in the Indenture. 5. Documents pertaining to the role of PricewaterhouseCoopers with respect to, and the nature of its relationship with, Galaxy and any involvement in negotiating, structuring, or advising in connection with the Notes; any activities, analyses, interpretation, valuation, or possible alternative proposed transaction, that led up to, that resulted in, or relating to the Notes; and any conversion, redemption, repurchase, or other transaction relating to the Notes. 6. Documents pertaining to specific negotiations and drafting concerning Article 13 of the Indenture, governing the terms of conversion, including, but not limited to, Section 13.08, entitled Reset Mechanism, as well as the definitions and other provisions referenced in connection with the conversion formula. US_ACTIVE\ \1\

43 7. Documents pertaining to any actual, proposed, or contemplated conversion, repurchase, redemption, or buy-back of any or all of the Notes. 8. Documents pertaining to any valuation of (i) any or all of the Notes or (ii) the Galaxy shares some or all of the Notes are or were convertible into. 9. Documents pertaining to any redemption, repurchase, or resale to Galaxy of the Notes or conversion by any Note holder. 10. Documents pertaining to any accounting treatment, on balance sheet, income statement, or other financial statement reporting, for any or all of the Notes. 11. Documents pertaining to Galaxy s public financial reporting concerning the Notes. US_ACTIVE\ \1\

44 Exhibit 4

45 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK x China Privatization Fund (Del), L.P., Plaintiff, v. Galaxy Entertainment Group Limited, Defendant x Index No /2011 I.A.S. Part 48 Jeffrey K. Oing, J. LETTERS ROGATORY The Supreme Court of the State of New York, in and for the County of New York, United States of America, presents its compliments to the appropriate judicial authority of Hong Kong, Special Administrative Region (SAR) of the People s Republic of China, and requests international judicial assistance to obtain evidence to be used in a civil proceeding pending before this Court in the above-captioned matter 1. a. Sender/Requesting Judicial Authority The Honorable Jeffrey K. Oing Justice of the Supreme Court of the State of New York County of New York 60 Centre Street New York, New York b. To the Appropriate Judicial Authority in Hong Kong Registrar of the High Court of Hong Kong G/F, High Court Building 38 Queensway, Hong Kong US_ACTIVE\ \1\

46 2. Names and Addresses of the Parties and their Representatives a. Plaintiff China Privatization Fund (Del), L.P. c/o Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York Plaintiff s Representatives Irwin H. Warren Richard L. Levine Eric C. Hawkins WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York b. Defendant Galaxy Entertainment Group Limited 1606 Hutchison House 10 Harcourt Road, Central Hong Kong Defendant s Representatives James R. Warnot, Jr. Brenda D. DiLuigi Patrick C. Ashby Linklaters LLP 1345 Avenue of the Americas, 18th Floor New York, New York Daniel F. Katz Edward C. Barnidge Luba Shur David S. Kurtzer-Ellenbogen WILLIAMS & CONNOLLY LLP 725 Twelfth St. NW Washington, DC Person to Whom the Executed Request Is To Be Returned Eric C. Hawkins Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York US_ACTIVE\ \1\

47 4. Nature and Purpose of the Proceedings and Summary of the Facts China Privatization Fund (Del), L.P. ( CPF or Plaintiff ) commenced this action on March 4, 2011, against Galaxy Entertainment Group Limited ( Galaxy or Defendant ) seeking to compel Galaxy to issue additional shares of Galaxy common stock to CPF, as allegedly required under CPF s interpretation of an indenture agreement dated December 14, 2006 (the Indenture ) (attached as Exhibit A) as a consequence of CPF s conversion of a zero-coupon note issued by Galaxy. CPF also alleges that Galaxy failed to provide notice of certain events that impact conversion rights, as required under CPF s interpretation of the Indenture, and seeks to compel Galaxy to provide such notices. It is undisputed that under the Indenture certain zero coupon convertible notes issued by Galaxy, $50 million of which were purchased by CPF (the Notes ), were convertible into shares of Galaxy common stock upon demand until December 14, The specific number of shares to be issued by Galaxy upon conversion was determined by a formula set forth in Section 13 of the Indenture. It is undisputed that on February 18, 2011, CPF exercised its right to convert the Notes into shares of Galaxy common stock. CPF asserts that the number of shares of Galaxy common stock issued by Galaxy to CPF upon the conversion was not calculated in accordance with the formula found in the Indenture and that CPF is entitled to millions of additional shares. Galaxy denies CPF s allegations. Specifically, Galaxy contends that it is not obligated under the Indenture to issue additional shares of Galaxy common stock to CPF because Galaxy correctly calculated the number of shares in accordance with the formula found in the Indenture. Further, Galaxy contends that its obligation to provide notice under the Indenture was never triggered. US_ACTIVE\ \1\

48 At the outset of the case, pursuant to procedural rules, Galaxy moved to dismiss the complaint on grounds that the complaint failed on its face to state a claim. This Court denied Galaxy s motion, which ruling was affirmed by the New York Supreme Court, Appellate Division, First Department, on the basis that the conversion formula in the Indenture is susceptible to more than one reasonable interpretation. As a result, information relating to the proper interpretation of the conversion provisions of the Indenture, including of the conversion formula and the definition of the conversion price and any relevant extrinsic evidence regarding the meaning of the conversion provisions of the Indenture, as well as concerning any relevant course of performance under the Indenture, will be relevant to the determination of this case. 5. Evidence to be Obtained or Other Judicial Act to be Performed It has been submitted to this Court by CPF that justice cannot be completely done in this action without documents from Vigers, a witness located in Hong Kong, by its proper representative. CPF asserts that the documents requested are necessary for use in preparation for trial in this action. This Court therefore requests that, in the interest of justice, you issue an order by your proper and usual process summoning Vigers by its proper representative to produce the documents described in Section 8 below. 6. Identity and Address of Persons Requested to Produce Documents Vigers 10/F The Grande Building 398 Kwun Tong Road, Kowloon, Hong Kong Nothing herein shall eliminate or impair any rights or obligations Vigers may hold under the New York Civil Practice Law and Rules ( CPLR ) or other applicable law. US_ACTIVE\ \1\

49 7. Statement of the Subject Matter about Which Documents Are Requested CPF asserts upon information and belief that, at the relevant times, Vigers was involved in, among other things, the valuation of the Galaxy convertible Notes at issue and the interpretation of the Indenture at issue on behalf of Galaxy. 8. Documents or Other Property to be Inspected This Court requests that the appropriate judicial authority of Hong Kong, SAR of the People s Republic of China, compel Vigers, by its proper representative, to produce the documents described in Exhibit B attached hereto that are in Vigers possession, custody, or control. CPF asserts that the documents requested are necessary to obtain evidence for use at trial in this action. 9. Special Methods or Procedures to be Followed This Court requests that all responsive and non-privileged documentary evidence requested herein be produced by Vigers, by its proper representative, at the Hong Kong office of Weil, Gotshal & Manges within thirty days of the service upon Vigers of the process to be issued, with Weil, Gotshal & Manges required to provide a copy of same to counsel for Galaxy in the United States promptly upon receipt. 10. Request for Notification of the Time and Place for the Execution of the Request It is further requested that notification of the deadline for the production of documents be given directly to Vigers, by its proper representative, and to the Plaintiff s Representative and Defendant s Representative identified above. 11. Specification of Privilege or Duty to Refuse to Give Evidence Under the Law of the State of Origin Under the laws of New York and of the United States, a producing party or a producing witness may refuse to provide any documents that would result in disclosure of any US_ACTIVE\ \1\

50 communication between that producing party or witness and its counsel made and maintained in confidence in the course of a request for legal advice. This privilege is known as the attorney/client privilege. In addition, documents prepared in anticipation of litigation or for trial by or for a party to a pending or potential litigation or by or for the party s representative are protected from disclosure to an adversary, unless the requesting party can show, as to facts set forth therein (as opposed to views, opinions, or analysis of counsel), both a substantial need for the information and an inability to obtain the substantial equivalent by other means without undue hardship. Finally, materials prepared by an attorney, acting as an attorney, which contain the attorney s analysis and trial strategy, shall not be obtainable in discovery. This protection is known as the attorney work product doctrine. If any documents are withheld on any of these grounds, this must be stated at the time of producing the documents, and any protected documents must be appropriately identified by the witness. The above summary of the attorneyclient privilege, litigation or trial preparation protection, and attorney work product protection is not intended to modify the scope of those protections under the laws of New York and of the United States. required. 12. Reciprocity. This Court is ready and willing to do the same for you in a similar case when WITNESS, the Honorable Jeffrey K. Oing, Justice of the Supreme Court of the State of New York, held in and for the County of New York, and the seal thereof, this day of September, J.S.C. US_ACTIVE\ \1\