MELCO RESORTS FINANCE LIMITED US$650,000,000 4.875% Senior Notes due 2025 PURCHASE AGREEMENT 9/F, Central Tower Hong Kong PURCHASE AGREEMENTPurchase Agreement • April 12th, 2018 • 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$650,000,000 aggregate principal amount of the Issuer’s 4.875% Senior Notes due 2025 (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. 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).
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).
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.
AMENDMENT NO. 2 to the REGISTRATION RIGHTS AGREEMENT referred to herein Dated as of May 15, 2017Registration Rights Agreement • April 12th, 2018 • Melco Resorts & Entertainment LTD • Hotels & motels • New York
This AMENDMENT NO. 2, dated as of May 15, 2017, (the “Amendment”), is entered into by and among Melco Resorts & Entertainment Limited (the “Company”), Melco Leisure and Entertainment Group Limited (the “Melco Shareholder”), Melco International Development Limited (“Melco”), Crown Asia Investments Pty. Ltd. ACN 138 608 787 (the “Crown Shareholder”) and Crown Resorts Limited ACN 125 709 953 (“Crown”), and amends the Registration Rights Agreement, dated as of 11 December, 2006, by and among the Company (formerly known as Melco Crown Entertainment Limited and Melco PBL Entertainment (Macau) Limited), the Crown Shareholder (formerly known as PBL Asia Investments Limited), Crown, the Melco Shareholder and Melco, as such agreement was amended by Amendment No. 1 and Joinder thereto, dated as of 9 February, 2017 (“Amendment No. 1”, and as so amended and joined, the “Registration Rights Agreement”). For any and all purposes hereunder, unless otherwise specified herein, (i) capitalized terms used
MELCO RESORTS FINANCE LIMITED US$350,000,000 4.875% Senior Notes due 2025 To be Consolidated and Form a Single Series with the US$650,0000,000 4.875% Senior Notes due 2025 PURCHASE AGREEMENT 9/F, Central Tower Hong KongMelco Resorts & Entertainment LTD • April 12th, 2018 • 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$350,000,000 aggregate principal amount of the Issuer’s 4.875% Senior Notes due 2025 (the “Notes”), subject to the terms and conditions set forth in this purchase agreement (this “Agreement”). The Notes are to be issued pursuant to the indenture (the “Indenture”), dated June 6, 2017, between the Issuer and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). The Notes are expected to be consolidated and form a single series with the US$650,000,000 aggregate principal amount of the Issuer’s 4.875% Senior Notes due 2025 (the “Original Notes”) issued pursuant to the Indenture on June 6, 2017; provided tha
