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...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.
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
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.
ANDDeposit Agreement • December 7th, 2006 • Melco PBL Entertainment (Macau) LTD • Hotels & motels • New York
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.
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.
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”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental 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”).
October 16, 2018 MCE Cotai Investments Limited New Cotai, LLC Melco Resorts & Entertainment Limited and Studio City International Holdings Limited AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • March 29th, 2019 • Melco Resorts & Entertainment LTD • Hotels & motels • Hong Kong
Dated 1 December 2016 (November 30, 2016 New York time) Intercreditor Agreement between Bank of China Limited, Macau Branch Credit Facility Agent Bank of China Limited, Macau Branch Credit Facility Lender Deutsche Bank Trust Company Americas Senior...Intercreditor Agreement • December 14th, 2016 • Melco Crown Entertainment LTD • Hotels & motels
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.
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’ AGREEMENTShareholders’ 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 PBL Entertainment (Macau) Limited American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • December 11th, 2006 • Melco PBL Entertainment (Macau) LTD • Hotels & motels • New York
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...Amendment and Restatement 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:
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.
PROMISSORY TRANSFER OF SHARES AGREEMENT THIS PROMISSORY AGREEMENT is made on the seventeen day of May 2006.Promissory Transfer of Shares Agreement • December 1st, 2006 • Melco PBL Entertainment (Macau) LTD
English Translation) SUBCONCESSION CONTRACT FOR OPERATING CASINO GAMES OF CHANCE OR GAMES OF OTHER FORMS IN THE MACAU SPECIAL ADMINISTRATIVE REGIONSubconcession Contract for Operating Casino Games of Chance • December 1st, 2006 • Melco PBL Entertainment (Macau) LTD • 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
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 AGREEMENTElection Form and Release Agreement • April 8th, 2022 • Melco Resorts & Entertainment LTD • 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.
OPERATING AGREEMENTOperating Agreement • April 18th, 2013 • Melco Crown Entertainment LTD • Hotels & motels
This Operating Agreement (“Agreement”) is made and entered into this , and effective on the date of this Agreement, by and among:
EMPLOYMENT AGREEMENTEmployment Agreement • December 1st, 2006 • Melco PBL Entertainment (Macau) LTD
AGREEMENT, dated as of [ ] (the “Effective Date”), by and between MELCO PBL ENTERTAINMENT (MACAU) LIMITED a company incorporated under the laws of Cayman Islands whose registered address is Walker House, Mary Street, PO Box 908GT, George Town, Grand Cayman, Cayman Islands. (the “Company”), and [ ] whose passport number is [ ] (the “Executive/employee”).
SECURITIES LENDING AGREEMENT DATED NOVEMBER 28, 2011 MELCO LEISURE AND ENTERTAINMENT GROUP LIMITED and CROWN ASIA INVESTMENTS PTY LTD. as Lenders and CREDIT SUISSE (HONG KONG) LIMITED and DEUTSCHE BANK AG, HONG KONG BRANCH as BorrowersSecurities Lending Agreement • December 6th, 2011 • Melco Crown Entertainment LTD • Hotels & motels • Hong Kong
PHP15 BILLION 5.00% FIXED RATE CORPORATE SECURED NOTES NOTES FACILITY AND SECURITY AGREEMENTNotes Facility and Security Agreement • April 15th, 2014 • Melco Crown Entertainment LTD • Hotels & motels
This Notes Facility and Security Agreement (this “Agreement”) is dated 19 December 2013, and is made by and among the following parties:
MELCO CROWN ENTERTAINMENT LIMITED AND DEUTSCHE BANK AG, HONG KONG BRANCH AND CITICORP INTERNATIONAL LIMITED AND MERRILL LYNCH INTERNATIONAL AND THE ROYAL BANK OF SCOTLAND PLC SUBSCRIPTION AGREEMENT RELATING TO RMB2,300,000,000 3.75% BONDS DUE 2013Subscription Agreement • April 19th, 2012 • Melco Crown Entertainment LTD • Hotels & motels • England
HOTEL TRADEMARK LICENSE AGREEMENT BY AND BETWEEN HARD ROCK HOLDINGS LIMITED AND MELCO HOTELS AND RESORTS (MACAU) LIMITED DATED AS OF JANUARY 22, 2007Hotel Trademark License Agreement • March 30th, 2007 • Melco PBL Entertainment (Macau) LTD • Hotels & motels • Hong Kong
THIS HOTEL TRADEMARK LICENSE AGREEMENT (the “Agreement”) is made and executed as of January 22, 2007 (the “Effective Date”), by and between HARD ROCK HOLDINGS LIMITED, a corporation of the United Kingdom (“Licensor”), and MELCO HOTELS AND RESORTS (MACAU) LIMITED (“Licensee”).
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...Amendment and Restatement 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
UNDERTAKING AND INDEMNITY AGREEMENT by and among MELCO CROWN ENTERTAINMENT LIMITED and CREDIT SUISSE (HONG KONG) LIMITED DEUTSCHE BANK AG, HONG KONG BRANCH November 28, 2011Undertaking and Indemnity Agreement • December 6th, 2011 • Melco Crown Entertainment LTD • Hotels & motels • New York
THIS UNDERTAKING AND INDEMNITY AGREEMENT (this “Agreement”), dated November 28, 2011, is made by and between Melco Crown Entertainment Limited (the “Company”), Credit Suisse (Hong Kong) Limited (“Credit Suisse”) and Deutsche Bank AG, Hong Kong Branch (“Deutsche Bank” and together with Credit Suisse, the “Borrowing Agents”).
NOTE DISBURSEMENT AND ACCOUNT AGREEMENT among STUDIO CITY FINANCE LIMITED as the Company STUDIO CITY COMPANY LIMITED as the Borrower DB TRUSTEES (HONG KONG) LIMITED as Collateral Agent DB TRUSTEES (HONG KONG) LIMITED as Trustee and BANK OF CHINA...Note Disbursement and Account Agreement • April 18th, 2013 • Melco Crown Entertainment LTD • Hotels & motels • New York
This NOTE DISBURSEMENT AND ACCOUNT AGREEMENT (this “Agreement”), dated as of November 26, 2012, is by and among STUDIO CITY FINANCE LIMITED, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), STUDIO CITY COMPANY LIMITED, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (the “Borrower”), DB TRUSTEES (HONG KONG) LIMITED, as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), DB TRUSTEES (HONG KONG) LIMITED, as trustee (together with its successors and assignors in such capacity, the “Trustee”); and BANK OF CHINA LIMITED, MACAU BRANCH, as note disbursement agent (in such capacity, together with its successors and assigns in such capacity, the “Note Disbursement Agent”).
AMENDMENT AND RESTATEMENT AGREEMENT dated 22 June 2011 between, amongst others, MELCO CROWN GAMING (MACAU) LIMITED as the Company with DEUTSCHE BANK AG, HONG KONG BRANCH acting as Agent and DB TRUSTEES (HONG KONG) LIMITED acting as Security Agent...Senior Facilities Agreement • April 15th, 2014 • Melco Crown Entertainment LTD • Hotels & motels • Hong Kong
