Common use of Gaming Redemption Clause in Contracts

Gaming Redemption. The Notes may be redeemed if the gaming authority of any relevant jurisdictions requires that holders or beneficial owners of the Notes be licensed, qualified or found suitable under applicable gaming laws and such holders or beneficial owners, as the case may be, fail to apply or become licensed or qualified within the required time period or are found unsuitable Change of Control Triggering Event 101% Special Put Option Triggering Event Upon the occurrence of (1) any event after which none of the Company or any Subsidiary of the Company has such licenses, concessions, subconcessions or other permits or authorizations as are necessary for the Company and its Subsidiaries to own or manage casino or gaming areas or operate casino games of fortune and chance in Macau in substantially the same manner and scope as the Company and its Subsidiaries are entitled to at the Issue Date, for a period of ten consecutive days or more, and such event has a material adverse effect on the financial condition, business, properties, or results of operations of the Company and its Subsidiaries, taken as a whole; or (2) the termination, rescission, revocation or modification of any Gaming License which has had a material adverse effect on the financial condition, business, properties, or results of operations of the Company and its Subsidiaries, taken as a whole, each holder of the Notes will have the right to require the Company to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase Security Codes: Rule 144A Notes Regulation S Notes CUSIP No.: 58547D AC3 G5975L AD8 ISIN: US58547DAC39 USG5975LAD85 Denominations: US$200,000 minimum; US$1,000 increments Issue Ratings: BB / Ba2 (S&P / Xxxxx’x) Sole Global Coordinator and Left Lead Bookrunner: Deutsche Bank AG, Singapore Branch Joint Bookrunner: Australia and New Zealand Banking Group Limited Initial Purchasers and Principal Amount of Notes Purchased: Initial Purchaser Principal Amount of Notes Purchased Deutsche Bank AG, Singapore Branch US$408,000,000 Australia and New Zealand Banking Group Limited US$117,000,000 Bank of Communications Co., Ltd. Macau Branch US$15,000,000 BOCI Asia Limited US$15,000,000 Industrial and Commercial Bank of China (Macau) Limited US$15,000,000 Mizuho Securities Asia Limited US$15,000,000 Xxxxxx Xxxxxxx & Co. LLC US$15,000,000 Listing: Approval-in-principle has been obtained from the Singapore Exchange Securities Trading Limited (“SGX-ST”) for the listing and quotation of the Notes on the Official List of the SGX-ST Trustee, Paying Agent, Registrar and Transfer Agent: Deutsche Bank Trust Company Americas In addition to reflecting the information set forth above, the Preliminary Offering Memorandum is hereby supplemented, amended and modified as follows (page references are to page numbers in the Preliminary Offering Memorandum), which reflect certain recent developments and other updated information. Any conforming amendments or modifications within the Preliminary Offering Memorandum as a result of the following amendments or modifications have not been repeated in this Pricing Supplement (unless otherwise specified, additions are shown in double-underline): Assuming we had completed this offering of Notes and applied the net proceeds to repay the 2015 Revolving Credit Facility in part as intended, and after giving effect to the issuance of the 2019 Notes and the application of the net proceeds therefrom to the partial repayment of the amount outstanding under the 2015 Revolving Credit Facility and the partial drawdown of the 2015 Revolving Credit Facility by us in June 2019 to make advances to our affiliate to fund the closing of the first tranche of the Crown Acquisition by the Parent, as of March 31, 2019, we would have had total indebtedness of US$2.94 billion, comprising primarily the 2015 Credit Facilities, the 2017 Notes, the 2019 Notes and the Notes, which would require significant interest and principal payments.

Gaming Redemption. The Notes may be redeemed if the gaming authority of any relevant jurisdictions requires that holders or beneficial owners of the Notes be licensed, qualified or found suitable under applicable gaming laws and such holders or beneficial owners, as the case may be, fail to apply or become licensed or qualified within the required time period or are found unsuitable Change of Control Triggering Event 101% Special Put Option Triggering Event Upon the occurrence of (1) any event after which none of the Company or any Subsidiary of the Company has such licenses, concessions, subconcessions or other permits or authorizations as are necessary for the Company and its Subsidiaries to own or manage casino or gaming areas or operate casino games of fortune and chance in Macau in substantially the same manner and scope as the Company and its Subsidiaries are entitled to at the Issue Date, for a period of ten consecutive days or more, and such event has a material adverse effect on the financial condition, business, properties, or results of operations of the Company and its Subsidiaries, taken as a whole; or (2) the termination, rescission, revocation or modification of any Gaming License which has had a material adverse effect on the financial condition, business, properties, or results of operations of the Company and its Subsidiaries, taken as a whole, each holder of the Notes will have the right to require the Company to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase Security Codes: Rule 144A Notes Regulation S Notes CUSIP No.: 58547D AC3 AA7 G5975L AD8 AA4 ISIN: US58547DAC39 USG5975LAD85 US58547DAA72 USG5975LAA47 Denominations: US$200,000 minimum; US$1,000 increments Expected Issue Ratings*: BB BB- / Ba2 Ba3 (S&P / Xxxxx’x) Sole Joint Global Coordinator Coordinators and Left Joint Lead Bookrunner: Deutsche Bank AG, Singapore Branch Joint BookrunnerManagers: Australia and New Zealand Banking Group Limited Initial Purchasers Limited; Xxxxxxx Xxxxx International Joint Bookrunners (Passive): BOCI Asia Limited; Industrial and Principal Amount of Notes Purchased: Initial Purchaser Principal Amount of Notes Purchased Deutsche Bank AG, Singapore Branch US$408,000,000 Australia and New Zealand Banking Group Limited US$117,000,000 Commercial Bank of Communications Co., Ltd. Macau Branch US$15,000,000 BOCI Asia Limited US$15,000,000 China (Asia) Limited; Industrial and Commercial Bank of China (Macau) Limited US$15,000,000 Mizuho Securities Asia Limited US$15,000,000 Xxxxxx Xxxxxxx & Co. LLC US$15,000,000 Listing: Approval-in-principle has been obtained from the Singapore Exchange Securities Trading Limited (“SGX-ST”) for the listing and quotation of the Notes on the Official List of the SGX-ST Trustee, Paying Agent, Registrar and Transfer Agent: Deutsche Bank Trust Company Americas In addition to reflecting the information set forth above, the Preliminary Offering Memorandum is hereby supplemented, amended and modified as follows (page references are to page numbers in the Preliminary Offering Memorandum), which reflect certain recent developments and other updated information. Any conforming amendments or modifications within the Preliminary Offering Memorandum as a result of the following amendments or modifications have not been repeated in this Pricing Supplement (unless otherwise specified, additions are shown in double-underline): Assuming we had completed this offering of Notes underline and applied the net proceeds to repay the 2015 Revolving Credit Facility deletions are shown in part as intended, and after giving effect to the issuance of the 2019 Notes and the application of the net proceeds therefrom to the partial repayment of the amount outstanding under the 2015 Revolving Credit Facility and the partial drawdown of the 2015 Revolving Credit Facility by us in June 2019 to make advances to our affiliate to fund the closing of the first tranche of the Crown Acquisition by the Parent, as of March 31, 2019, we would have had total indebtedness of US$2.94 billion, comprising primarily the 2015 Credit Facilities, the 2017 Notes, the 2019 Notes and the Notes, which would require significant interest and principal payments.strikethrough):

Gaming Redemption. The Notes may be redeemed if the gaming authority of any relevant jurisdictions jurisdiction in which the Issuer or any of its affiliates (including Melco Resorts Macau) conducts or proposes to conduct gaming requires that persons who are holders or beneficial owners of the Notes be licensed, qualified or found suitable under applicable gaming laws and such holders or beneficial owners, as the case may be, fail to apply or become licensed or qualified within the required time period or are found unsuitable Change of Control Triggering Event 101% Special Put Option Triggering Event Upon the occurrence of (1) any event after which none of the Company or any Subsidiary of the Company has such licenses, concessions, subconcessions Gaming License or other permits or authorizations as are necessary for the Company and its Subsidiaries to own or manage operation of the casino or gaming areas or operate casino games of fortune and chance in Macau at Studio City in substantially the same manner and scope as the Company and its Subsidiaries operations are entitled to conducted at the Issue DateDate cease to be in full force and effect, for a period of ten consecutive days or more, and such event has a material adverse effect on the financial condition, business, properties, or results of operations of the Company Issuer and its Subsidiaries, taken as a whole; or (2) the termination, rescission, revocation or modification of any Gaming License which has had a material adverse effect on the financial condition, business, properties, or results of operations of the Company Issuer and its Subsidiaries, taken as a whole, each holder excluding any termination or rescission resulting from or in connection with any renewal, tender or other process conducted by the government of Macau in connection with the granting or renewal of any Gaming License; provided that such renewal, tender or other process results in the granting or renewal of the Notes will have the right to require the Company to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase relevant Gaming License Security Codes: Rule 144A Notes Regulation S Notes CUSIP No.: 58547D AC3 G5975L AD8 86389Q AB8 G85381 AB0 ISIN: US58547DAC39 USG5975LAD85 US86389QAB86 USG85381AB09 Common Code: 191599381 191599578 Denominations: US$200,000 minimum; US$1,000 increments Expected Issue Ratings*: BB B+ / Ba2 B2 (S&P / Xxxxx’x) Sole Global Coordinator and Left Lead Bookrunner: Deutsche Bank AG, Singapore Branch Joint Bookrunner: Australia and New Zealand Banking Group Limited Initial Purchasers and Principal Amount of Notes PurchasedCo-managers: Initial Purchaser Principal Amount of Notes Purchased Deutsche Bank AG, Singapore Branch US$408,000,000 Australia and New Zealand Banking Group Limited US$117,000,000 Bank of Communications Co., Ltd. Macau Branch US$15,000,000 Branch, BOCI Asia Limited US$15,000,000 Limited, Industrial and Commercial Bank of China (Asia) Limited, ICBC (Macau) Capital Limited US$15,000,000 and Mizuho Securities Asia Limited US$15,000,000 Xxxxxx Xxxxxxx & Co. LLC US$15,000,000 Listing: Approval-in-principle has been obtained from the Singapore Exchange Securities Trading Limited (“SGX-ST”) for the listing and quotation of the Notes on the Official List of the SGX-ST Trustee, Paying Agent, Registrar and Transfer Agent: Deutsche Bank Trust Company Americas In addition to reflecting the information set forth above, the Preliminary Offering Memorandum is hereby supplemented, amended and modified as follows (page references are to page numbers in the Preliminary Offering Memorandum), which reflect certain recent developments and other updated information. Any conforming amendments or modifications within the Preliminary Offering Memorandum as a result of the following amendments or modifications have not been repeated in this Pricing Supplement (unless otherwise specified, additions are shown in double-underline): Assuming we had completed this offering of Notes and applied the net proceeds to repay the 2015 Revolving Credit Facility in part as intended, and after giving effect to the issuance of the 2019 Notes and the application of the net proceeds therefrom to the partial repayment of the amount outstanding under the 2015 Revolving Credit Facility and the partial drawdown of the 2015 Revolving Credit Facility by us in June 2019 to make advances to our affiliate to fund the closing of the first tranche of the Crown Acquisition by the Parent, as of March 31, 2019, we would have had total indebtedness of US$2.94 billion, comprising primarily the 2015 Credit Facilities, the 2017 Notes, the 2019 Notes and the Notes, which would require significant interest and principal payments.Americas

Gaming Redemption. The Notes may be redeemed if the gaming authority of any relevant jurisdictions requires that holders or beneficial owners of the Notes be licensed, qualified or found suitable under applicable gaming laws and such holders or beneficial owners, as the case may be, fail to apply or become licensed or qualified within the required time period or are found unsuitable Change of Control Triggering Event 101% Special Put Option Triggering Event Upon the occurrence of (1) any event after which none of the Company or any Subsidiary of the Company has such licenses, concessions, subconcessions or other permits or authorizations as are necessary for the Company and its Subsidiaries to own or manage casino or gaming areas or operate casino games of fortune and chance in Macau in substantially the same manner and scope as the Company and its Subsidiaries are entitled to at the Issue Date, for a period of ten consecutive days or more, and such event has a material adverse effect on the financial condition, business, properties, or results of operations of the Company and its Subsidiaries, taken as a whole; or (2) the termination, rescission, revocation or modification of any Gaming License which has had a material adverse effect on the financial condition, business, properties, or results of operations of the Company and its Subsidiaries, taken as a whole, each holder of the Notes will have the right to require the Company to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase Security Codes: Rule 144A Notes Regulation S Notes CUSIP No.: 58547D AC3 AD1 G5975L AD8 AE6 ISIN: US58547DAC39 USG5975LAD85 US58547DAD12 USG5975LAE68 Denominations: US$200,000 minimum; US$1,000 increments Issue Ratings: BB / Ba2 (S&P / Xxxxx’x) Sole Global Coordinator and Left Lead Bookrunner: Deutsche Bank AG, Singapore Branch Joint BookrunnerBookrunners: Xxxxxx Xxxxxxx & Co. LLC, Australia and New Zealand Banking Group Limited, Bank of Communications Co., Ltd. Macau Branch, BOCI Asia Limited, Industrial and Commercial Bank of China (Macau) Limited and Mizuho Securities Asia Limited Initial Purchasers and Principal Amount of Notes Purchased: Initial Purchaser Principal Amount of Notes Purchased Deutsche Bank AG, Singapore Branch US$408,000,000 450,000,000 Xxxxxx Xxxxxxx & Co. LLC US$202,500,000 Australia and New Zealand Banking Group Limited Limited1 US$117,000,000 90,000,000 Bank of Communications Co., Ltd. Macau Branch US$15,000,000 22,500,000 BOCI Asia Limited US$15,000,000 67,500,000 Industrial and Commercial Bank of China (Macau) Limited US$15,000,000 22,500,000 Mizuho Securities Asia Limited US$15,000,000 Xxxxxx Xxxxxxx & Co. LLC US$15,000,000 45,000,000 Listing: Approval-in-principle has been obtained from the Singapore Exchange Securities Trading Limited (“SGX-ST”) for the listing and quotation of the Notes on the Official List of the SGX-ST Trustee, Paying Agent, Registrar and Transfer Agent: Deutsche Bank Trust Company Americas In addition to reflecting the information set forth above, the Preliminary Offering Memorandum is hereby supplemented, amended and modified as follows (page references are to page numbers in the Preliminary Offering Memorandum), which reflect certain recent developments and other updated information. Any conforming amendments or modifications within the Preliminary Offering Memorandum as a result of the following amendments or modifications have not been repeated in this Pricing Supplement (unless otherwise specified, additions are shown in double-underline): 1 Incorporated with limited liability in Australia. Assuming we had completed this offering of the Notes and applied the net proceeds to repay the 2015 Revolving Credit Facility in part as intended, and after giving effect to the issuance of the 2019 Notes and the application of the net proceeds therefrom to the partial make a full repayment of the principal amount outstanding under the 2015 Revolving Credit Facility and the a partial drawdown prepayment of the principal amount outstanding under the 2015 Revolving Credit Term Loan Facility by us in June 2019 to make advances to our affiliate to fund the closing of the first tranche of the Crown Acquisition by the Parent, as of March 31, 2019intended, we would have had total indebtedness of US$2.94 2.97 billion, comprising primarily the 2015 Credit Facilities, the 2017 Notes, the 2019 Notes due 2026, the 2019 Notes due 2027 and the Notes, which would require significant interest and principal payments.