To:
Exhibit 4.31
To:
MPEL (Macau Peninsula) Limited (formerly known as Melco PBL (Macau Peninsula)
Limited, and Swift Profit Investments Limited) (“MPEL MP”)
P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
Macau, July 2, 2008
Dear Sirs,
| Re: | Promissory Transfer of Shares Agreement dated 17 May 2006 (“Agreement”) entered into
between MPEL MP as promissory buyer and we, (i.) Double Margin Limited, a
company duly incorporated under the laws of the British Virgin Islands (“Double
Margin”), (ii.) Xxxxx On Kei, aka Xxxxxx Xxxxx (“Xxxxxx
Xxxxx”), as promissory sellers (“Promissory Sellers”), and (iii.) Sociedade
de Fomento Predial Omar, Limitada, a company duly incorporated under the laws of Macau
(“Omar”), in relation to the sale and purchase of the entire issued share capital of
Omar. |
We, Double Margin and Xxxxxx Xxxxx refer to the Agreement. For
convenience, all words and expressions use in this letter have the same meaning as defined in the
Agreement, unless the contrary intention appears.
Under clause 6.1 of the Agreement: (i) Completion should take place on or before January
27, 2007, upon fulfilment of the conditions precedent set forth in Recital (d) and the conditions
for Completion set forth in clauses 6.1.1 and 6.1.2 of the Agreement; and (ii) if the
said conditions for Completion do not occur or fulfil on or before January 27, 2007,
MPEL MP may agree with the Promissory Sellers for such other date of
Completion.
Pursuant to clause 6.1 of the Agreement and by letter agreements dated January 25, 2007
and July 17, 2007 respectively, MPEL MP and the Promissory Sellers have agreed
to postpone the date of Completion to July 27, 2008.
We hereby confirm that compliance with all the conditions above mentioned will not be fulfilled on
or before July 27, 2008. Therefore, we propose a further extension of the date of Completion to
July 27, 2009, and in case the aforesaid conditions remain unfulfilled by that date, then the date
of Completion shall be further postponed if there is mutual agreement. The said further
postponement of the date of Completion to July 27, 2009 shall not prejudice any of the rights and
obligations of the PROMISSORY XXXXXXX, XXXX and MPEL MP under the AGREEMENT, including but not
limited to, all MPEL MP’s rights under clauses 6.1.2 and 6.1.3 of the Agreement.
Other than the further postponement of the date of Completion to July 27, 2009 operated by means
of your acceptance of the terms and conditions of this letter, all other provisions of the
Agreement (as supplemented by the said letter agreements), including but not limited
to, all the conditions precedent and conditions for Completion, shall remain fully valid and in
force.
Please sign the enclosed copy of this letter to signify your acceptance and agreement to the terms
and conditions set out herein.
Yours faithfully,
Double Margin Limited
SIGNED by Xx. Xx Xxx Xxxxx
|
) | /s/ Li Xxx Xxxxx | ||||
| ) | ||||||
in the presence of:-
|
) | |||||
/s/ Xxxxxx Kong Xxxxx
|
||||||
Witness : Kong Xxxxx, Xxxxxx
|
) | |||||
Xxxxx On Kei aka Xxxxxx Xxxxx
|
) | /s/ Xxxxxx Xxxxx | ||||
| ) | ||||||
signed in the presence of:-
|
) | |||||
/s/ Xxxxxx Kong Ieong |
||||||
Witness: Kong Xxxxx, Xxxxxx
|
) |
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We hereby confirm our acceptance of and agreement to the terms and conditions of the letter set out
above.
MPEL (Macau Peninsula) Limited
|
) | /s/ Xxxxx Xxx Man | ||||
| ) | ||||||
SIGNED by Xxxxx Xxx Man
|
) | |||||
| ) | ||||||
in the presence of:-
|
) | |||||
Purple Xxxxx
|
||||||
Witness:-
|
) |
Date: July 15, 2008
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