DEPOSIT AGREEMENT by and among MELCO PBL ENTERTAINMENT (MACAU) LIMITED as Issuer AND DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS...Deposit Agreement • December 11th, 2006 • Melco PBL Entertainment (Macau) LTD • Hotels & motels • New York
MCE FINANCE LIMITED, as Company THE SUBSIDIARY GUARANTORS PARTIES HERETO, 5.00% SENIOR NOTES DUE 2021 INDENTURE February 7, 2013 and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Principal Paying Agent, Registrar and Transfer AgentIndenture • April 18th, 2013 • Melco Crown Entertainment LTD • Hotels & motels • New York
INDENTURE dated as of February 7, 2013 among MCE Finance Limited, a Cayman Islands exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), certain subsidiaries of the Company from time to time parties hereto and Deutsche Bank Trust Company Americas, as Trustee, Principal Paying Agent, Registrar and Transfer Agent.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 11th, 2006 • Melco PBL Entertainment (Macau) LTD • Hotels & motels • New York
This Indemnification Agreement (this “Agreement”) is entered into as of , 200 by and between Melco PBL Entertainment (Macau) Limited, a Cayman Islands company (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
STUDIO CITY FINANCE LIMITED, as Company THE SUBSIDIARY GUARANTORS PARTIES HERETO, 5.000% SENIOR NOTES DUE 2029 INDENTURE January 14, 2021 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Registrar and Transfer Agent and THE OTHER...Supplemental Indenture • March 31st, 2021 • Melco Resorts & Entertainment LTD • Hotels & motels • New York
INDENTURE dated as of January 14, 2021 among Studio City Finance Limited, a BVI business company with limited liability incorporated under the laws of the British Virgin Islands with company number 1673307 (the “Company”), the Subsidiary Guarantors named herein (the “Subsidiary Guarantors”) and Deutsche Bank Trust Company Americas, a New York banking corporation as Trustee, Paying Agent, Registrar and Transfer Agent.
Melco PBL Entertainment (Macau) Limited American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • December 11th, 2006 • Melco PBL Entertainment (Macau) LTD • Hotels & motels • New York
ANDDeposit Agreement • December 7th, 2006 • Melco PBL Entertainment (Macau) LTD • Hotels & motels • New York
Dated 7 February 2022 Amendment and Restatement Agreement in respect of the Intercreditor Agreement originally dated 1 December 2016 (as amended and restated from time to time) between Bank of China Limited, Macau Branch 2016 Credit Facility Agent...Intercreditor Agreement • March 31st, 2022 • Melco Resorts & Entertainment LTD • Hotels & motels • Macau
This Agreement is originally dated 1 December 2016 (November 30, 2016, New York time), was amended and restated pursuant to an amendment and restatement deed dated 7th February 2022 and is made
STUDIO CITY COMPANY LIMITED, as Company THE GUARANTORS PARTIES HERETO, 7.00% SENIOR SECURED NOTES DUE 2027 INDENTURE February 16, 2022 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Registrar and Transfer Agent and THE OTHER PERSONS...Indenture • March 31st, 2022 • Melco Resorts & Entertainment LTD • Hotels & motels • New York
INDENTURE dated as of February 16, 2022 among Studio City Company Limited, a BVI business company with limited liability incorporated under the laws of the British Virgin Islands with company number 1673603 (the “Company”), Studio City Investments Limited (the “Parent Guarantor”), and certain subsidiaries of the Parent Guarantor from time to time parties hereto (the “Subsidiary Guarantors”) and Deutsche Bank Trust Company Americas, as Trustee, Paying Agent, Registrar and Transfer Agent. On the Issue Date, each of the Security Agent and the Intercreditor Agent (as such terms defined below) will accede to this Indenture by delivering a duly and validly executed supplemental indenture substantially in the form of Exhibit E.
STUDIO CITY FINANCE LIMITED, as Company THE SUBSIDIARY GUARANTORS PARTIES HERETO, 6.500% SENIOR NOTES DUE 2028 INDENTURE July 15, 2020 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Registrar and Transfer Agent and THE OTHER PERSONS...Melco Resorts & Entertainment LTD • March 31st, 2021 • Hotels & motels • New York
INDENTURE dated as of July 15, 2020 among Studio City Finance Limited, a BVI business company with limited liability incorporated under the laws of the British Virgin Islands with company number 1673307 (the “Company”), the Subsidiary Guarantors named herein (the “Subsidiary Guarantors”) and Deutsche Bank Trust Company Americas, a New York banking corporation as Trustee, Paying Agent, Registrar and Transfer Agent.
English Translation) SUBCONCESSION CONTRACT FOR OPERATING CASINO GAMES OF CHANCE OR GAMES OF OTHER FORMS IN THE MACAU SPECIAL ADMINISTRATIVE REGIONMelco PBL Entertainment (Macau) LTD • December 1st, 2006 • Macau
Wynn Resorts (Macau), S.A., , henceforth simply referred as the “Concessionaire”, with its registered office in Macau at Alameda Dr. Carlos D’Assumpção, no. 335-341, Edifício Hotline, 9th Floor, registered with the Macau Commercial Registry under no. 14917 (SO), duly represented by its Director(s), Stephen Alan Wynn, married, of American nationality, holder of United States of America passport number 055142925 issued on 20/01/1998, with address at One Shadow Creek Drive, North Las Vegas, Nevada 89031, United States of America, with powers for this effect
October 16, 2018 MCE Cotai Investments Limited New Cotai, LLC Melco Resorts & Entertainment Limited and Studio City International Holdings Limited AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTMelco Resorts & Entertainment LTD • March 29th, 2019 • Hotels & motels • Hong Kong
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • March 29th, 2019 • Melco Resorts & Entertainment LTD • Hotels & motels • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of July 30, 2018 among Studio City (HK) Two Limited (the “New Guarantor”), Studio City Company Limited, a BVI business company with limited liability incorporated under the laws of British Virgin Islands (the “Company”), Studio City Investments Limited (the “Parent Guarantor”), certain subsidiaries of the Parent Guarantor (the “Subsidiary Guarantors” and, together with the Parent Guarantor and the New Guarantor, the “Guarantors”) and Deutsche Bank Trust Company Americas, as Trustee (in such role, the “Trustee”).
MELCO RESORTS FINANCE LIMITED US$600,000,000 5.625% Senior Notes due 2027 PURCHASE AGREEMENTPurchase Agreement • March 31st, 2020 • Melco Resorts & Entertainment LTD • Hotels & motels • New York
Melco Resorts Finance Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Issuer”), confirms its agreement with the Initial Purchasers with respect to the issuance and sale by the Issuer and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in Schedule A hereto of US$600,000,000 aggregate principal amount of the Issuer’s 5.625% Senior Notes due 2027 (the “Notes”), subject to the terms and conditions set forth in this purchase agreement (this “Agreement”). The Notes are to be issued pursuant to an indenture (the “Indenture”), dated as of the Closing Date (as defined below), between the Issuer and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
AMENDMENT NO. 2 TO SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • April 15th, 2014 • Melco Crown Entertainment LTD • Hotels & motels • Hong Kong
This AMENDMENT NO.2 TO SHAREHOLDERS AGREEMENT (Amendment No 2), dated as of May 17, 2013, is entered into by and among MCE Cotai Investments Limited, a company incorporated in the Cayman Islands (MCE Cotai), New Cotai, LLC, a Delaware limited liability company (New Cotai), Melco Crown Entertainment Limited, a company incorporated in the Cayman Islands (MCE), and Studio City International Holdings Limited (formerly known as Cyber One Agents Limited), a company incorporated in the British Virgin Islands (Company).
SUPPLEMENTAL INDENTURESupplemental Indenture • December 14th, 2016 • Melco Crown Entertainment LTD • Hotels & motels • New York
This SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 30, 2016, is made by Studio City Company Limited (the “Company”), Industrial and Commercial Bank of China (Macau) Limited, as the Security Agent (the “Security Agent”), DB Trustees (Hong Kong) Limited, as the Intercreditor Agent (the “Intercreditor Agent”) and Deutsche Bank Trust Company Americas, as the Trustee (“Trustee”), under the Indenture referred to below.
SUPPLEMENTAL INDENTURESupplemental Indenture • December 14th, 2016 • Melco Crown Entertainment LTD • Hotels & motels • New York
This SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 30, 2016, is made by Studio City Company Limited (the “Company”), Industrial and Commercial Bank of China (Macau) Limited, as the Security Agent (the “Security Agent”), DB Trustees (Hong Kong) Limited, as the Intercreditor Agent (the “Intercreditor Agent”) and Deutsche Bank Trust Company Americas, as the Trustee (“Trustee”), under the Indenture referred to below.
STUDIO CITY COMPANY LIMITED, as Company THE GUARANTORS PARTIES HERETO, 5.875% SENIOR SECURED NOTES DUE 2019 INDENTURE November 30, 2016 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Registrar and Transfer Agent and THE OTHER PERSONS...Supplemental Indenture • December 14th, 2016 • Melco Crown Entertainment LTD • Hotels & motels • New York
INDENTURE dated as of November 30, 2016 among Studio City Company Limited, a BVI business company with limited liability incorporated under the laws of the British Virgin Islands with company number 1673603 (the “Company”), Studio City Investments Limited (the “Parent Guarantor”), and certain subsidiaries of the Parent Guarantor from time to time parties hereto and Deutsche Bank Trust Company Americas, as Trustee, Paying Agent, Registrar and Transfer Agent. On or about the Issue Date, each of the Security Agent and the Intercreditor Agent (as such terms defined below) will accede to this Indenture by delivering a duly and validly executed supplemental indenture substantially in the form of Exhibit D.
AMENDMENT NO. 1 TO SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • April 18th, 2013 • Melco Crown Entertainment LTD • Hotels & motels • Hong Kong
This AMENDMENT NO. 1 TO SHAREHOLDERS’ AGREEMENT (Amendment), dated as of September __, 2012, is entered into by and among MCE Cotai Investments Limited, a company incorporated in the Cayman Islands (MCE Cotai), New Cotai, LLC, a Delaware limited liability company (New Cotai), Melco Crown Entertainment Limited, a company incorporated in the Cayman Islands (MCE), and Studio City International Holdings Limited (formerly known as Cyber One Agents Limited), a company incorporated in the British Virgin Islands (Company).
AMENDMENT NO. 4 TO SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • April 12th, 2018 • Melco Resorts & Entertainment LTD • Hotels & motels
This AMENDMENT NO. 4 TO SHAREHOLDERS’ AGREEMENT (Amendment No. 4), dated as of 21 July 2014, is entered into by and among MCE Cotai Investments Limited, a company incorporated in the Cayman Islands (MCE Cotai), New Cotai, LLC, a Delaware limited liability company (New Cotai), Melco Crown Entertainment Limited, a company incorporated in the Cayman Islands (MCE), and Studio City International Holdings Limited (formerly known as Cyber One Agents Limited), a company incorporated in the British Virgin Islands (Company). Capitalized terms used herein without definition have the meanings given such terms in the Shareholders’ Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENT by and among MELCO PBL ENTERTAINMENT (MACAU) LIMITED, MELCO LEISURE AND ENTERTAINMENT GROUP LIMITED and PBL ASIA INVESTMENTS LIMITED Dated: , 2006Registration Rights Agreement • December 11th, 2006 • Melco PBL Entertainment (Macau) LTD • Hotels & motels • New York
REGISTRATION RIGHTS AGREEMENT, dated , 2006 (this “Agreement”), among Melco PBL Entertainment (Macau) Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), Melco Leisure and Entertainment Group Limited, an international business company incorporated under the laws of the British Virgin Islands (the “Melco Shareholder”), and PBL Asia Investments Limited, an exempted company incorporated under the laws of the Cayman Islands (the “PBL Shareholder”).
AMENDMENT NO. 3 TO SHAREHOLDERS’ AGREEMENTCommitment Agreement • April 12th, 2018 • Melco Resorts & Entertainment LTD • Hotels & motels • Hong Kong
This AMENDMENT NO. 3 TO SHAREHOLDERS’ AGREEMENT (Amendment No. 3), dated as of 3 June 2014, is entered into by and among MCE Cotai Investments Limited, a company incorporated in the Cayman Islands (MCE Cotai), New Cotai, LLC, a Delaware limited liability company (New Cotai), Melco Crown Entertainment Limited, a company incorporated in the Cayman Islands (MCE), and Studio City International Holdings Limited (formerly known as Cyber One Agents Limited), a company incorporated in the British Virgin Islands (Company). Capitalized terms used herein without definition have the meanings given such terms in the Shareholders’ Agreement (as defined below).
Dated 23 November 2016 Amendment and Restatement Agreement in respect of the HKD10,855,880,000 Senior Secured Term Loan and Revolving Facilities Agreement originally dated 28 January 2013 (as amended and restated from time to time) between Studio City...Intercreditor Agreement • December 14th, 2016 • Melco Crown Entertainment LTD • Hotels & motels • Hong Kong
This Agreement is originally dated 28 January 2013, was amended and amended and restated from time to time and was further amended and restated on the 2016 Amendment and Restatement Effective Date and is made among:
MELCO RESORTS FINANCE LIMITED, as Company 4.875% SENIOR NOTES DUE 2025 INDENTURE JUNE 6, 2017 and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Registrar and Transfer AgentIndenture • April 12th, 2018 • Melco Resorts & Entertainment LTD • Hotels & motels • New York
INDENTURE dated as of June 6, 2017, between Melco Resorts Finance Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”) and Deutsche Bank Trust Company Americas, as Trustee, Paying Agent, Registrar and Transfer Agent.
MCE FINANCE LIMITED as Issuer and THE SUBSIDIARY GUARANTORS AS SPECIFIED HEREIN US$1,000,000,000 PURCHASE AGREEMENT 9/F, Central Tower Hong KongPurchase Agreement • April 18th, 2013 • Melco Crown Entertainment LTD • Hotels & motels • New York
MCE Finance Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Issuer”), confirms its agreement with the Initial Purchasers with respect to the issuance and sale by the Issuer and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in Schedule A hereto of US$1,000,000,000 aggregate principal amount of the Issuer’s 5.00% Senior Notes due 2021 (the “Notes”), subject to the terms and conditions set forth in this purchase agreement (this “Agreement”). The Notes are to be issued pursuant to an indenture (the “Indenture”), dated as of the Closing Date (as defined below), among the Issuer, Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) and certain of the subsidiaries of the Issuer listed on Schedule B hereto (each, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”).
SUPPLEMENTAL INDENTURESupplemental Indenture • March 31st, 2022 • Melco Resorts & Entertainment LTD • Hotels & motels • New York
This SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 16, 2022, is made by Studio City Company Limited (the “Company”), Industrial and Commercial Bank of China (Macau) Limited, as the Security Agent (the “Security Agent”), DB Trustees (Hong Kong) Limited, as the Intercreditor Agent (the “Intercreditor Agent”) and Deutsche Bank Trust Company Americas, as the Trustee (“Trustee”), under the Indenture referred to below.
MELCO RESORTS & ENTERTAINMENT LIMITED OFFER TO EXCHANGE OUTSTANDING OPTIONS FOR RESTRICTED SHARES ELECTION FORM AND RELEASE AGREEMENTMelco Resorts & Entertainment LTD • April 8th, 2022 • Hotels & motels
Before you complete or return this Election Form and Release Agreement (“Election Form”), you should read the Offer to Exchange document dated April 7, 2022 (the “Offer to Exchange”) that accompanies this Election Form.
STUDIO CITY FINANCE LIMITED, as Company THE SUBSIDIARY GUARANTORS PARTIES HERETO, 8.500% SENIOR NOTES DUE 2020 INDENTURE November 26, 2012 DB TRUSTEES (HONG KONG) LIMITED, as Trustee and Collateral Agent DEUTSCHE BANK TRUST COMPANY AMERICAS, as...Db Trustees • April 18th, 2013 • Melco Crown Entertainment LTD • Hotels & motels • New York
INDENTURE dated as of November 26, 2012 among Studio City Finance Limited, a BVI business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), certain subsidiaries of the Company from time to time parties hereto, DB Trustees (Hong Kong) Limited, as Trustee and Collateral Agent, Deutsche Bank Trust Company Americas, as Principal Paying Agent, U.S. Registrar and Transfer Agent, and Deutsche Bank Luxembourg S.A., as European Registrar.
DATED 1 December 2008 MELCO CROWN GAMING (MACAU) LIMITED as Company DEUTSCHE BANK AG, HONG KONG BRANCH as Agent THIRD AMENDMENT AGREEMENT IN RESPECT OF SENIOR FACILITIES AGREEMENTAgreement • March 31st, 2009 • Melco Crown Entertainment LTD • Hotels & motels • Macau
AMENDMENT NO. 1 AND JOINDER to REGISTRATION RIGHTS AGREEMENT by and among MELCO CROWN ENTERTAINMENT LIMITED (FORMERLY KNOWN AS MELCO PBL ENTERTAINMENT (MACAU) LIMITED) CROWN ASIA INVESTMENTS PTY. LTD. (FORMERLY KNOWN AS PBL ASIA INVESTMENTS LIMITED)...Registration Rights Agreement • April 11th, 2017 • Melco Resorts & Entertainment LTD • Hotels & motels • New York
This AMENDMENT NO. 1 AND JOINDER, dated as of February 9, 2017, (the “Amendment and Joinder”) to the Registration Rights Agreement, dated as of 11 December, 2006 (the “Registration Rights Agreement”) is entered into by and among Melco Crown Entertainment Limited (formerly known as Melco PBL Entertainment (Macau) Limited) (the “Company”), Crown Asia Investments Pty. Ltd. (formerly known as PBL Asia Investments Limited) (the “Crown Shareholder”), Crown Resorts Limited (“Crown”), Melco Leisure and Entertainment Group Limited (the “Melco Shareholder”) and Melco International Development Limited (“Melco”). For any and all purposes hereunder, unless otherwise specified herein, (i) capitalized terms used but not defined herein shall have the meanings assigned to them in the Registration Rights Agreement (as defined above) and (ii) references herein to Sections shall be to Sections of the Registration Rights Agreement.
SHAREHOLDERS’ AGREEMENT RELATING TO MELCO PBL GAMING (MACAU) LIMITED PBL ASIA LIMITED MELCO PBL INVESTMENTS LIMITED HO, LAWRENCE YAU LUNG MELCO PBL GAMING (MACAU) LIMITEDShareholders’ Agreement • March 30th, 2007 • Melco PBL Entertainment (Macau) LTD • Hotels & motels • Macau
MELCO RESORTS & ENTERTAINMENT LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • May 9th, 2017 • Melco Resorts & Entertainment LTD • Hotels & motels • New York
PROMISSORY TRANSFER OF SHARES AGREEMENT THIS PROMISSORY AGREEMENT is made on the seventeen day of May 2006.Shares Agreement • December 1st, 2006 • Melco PBL Entertainment (Macau) LTD
COOPERATION AGREEMENT dated among SM INVESTMENTS CORPORATION for itself and on behalf of the other companies listed in Schedule 2 BELLE CORPORATION PREMIUMLEISURE AND AMUSEMENT, INC. and MCE LEISURE (PHILIPPINES) CORPORATION for itself and on behalf...Cooperation Agreement • April 18th, 2013 • Melco Crown Entertainment LTD • Hotels & motels
(each of MCE Holdings and MCE Holdings No. 2 shall be known as a “MCE PHP Subsidiary” and each MCE PHP Subsidiary and MCE Leisure shall be known as a “MCE Party” and collectively as the “MCE Parties”),
DATED 26TH MAY 2006 Publishing and Broadcasting Limited - and - Melco International Development Limited SUPPLEMENTAL AGREEMENT TO MEMORANDUM OF AGREEMENT Lovells 23rd Floor, Cheung Kong Center Hong Kong Ref: TAF/U1172/00013Supplemental Agreement • December 1st, 2006 • Melco PBL Entertainment (Macau) LTD
DATED 1st September 2008 MELCO CROWN GAMING (MACAU) LIMITED as Company DEUTSCHE BANK AG, HONG KONG BRANCH as Agent SECOND AMENDMENT AGREEMENT IN RESPECT OF SENIOR FACILITIES AGREEMENTAgreement • March 31st, 2009 • Melco Crown Entertainment LTD • Hotels & motels • Angus
