Macau, 13 August 2010 MCE Finance Limited 36/F, The Centrium 60 Wyndham Street, Central Hong Kong (the “Issuer” or the “Company”) Dear Sirs, Melco Crown Gaming (Macau) Limited Altira Hotel Limited Altira Developments Limited Melco Crown (COD) Hotels...Registration Rights Agreement • August 13th, 2010 • Melco Crown (COD) Hotels LTD • Hotels & motels
This opinion is limited to the Macau SAR law in force at the date hereof as applied by the Macau SAR courts. We express no opinion as to any laws, rules and regulations other than those of the Macau SAR and have not made any investigation on any laws, rules and regulations of any other jurisdiction.
SUBORDINATION AGREEMENTSubordination Agreement • August 13th, 2010 • Melco Crown (COD) Hotels LTD • Hotels & motels • New York
PLEDGE AGREEMENT By MCE FINANCE LIMITED in favor of THE BANK OF NEW YORK MELLON as Collateral Agent Dated as of May 17, 2010Pledge Agreement • August 13th, 2010 • Melco Crown (COD) Hotels LTD • Hotels & motels • New York
PLEDGE AGREEMENT, dated as of May 17, 2010 (the “Agreement”), made by MCE FINANCE LIMITED, a Cayman Islands limited liability company (the “Company”), in favor of The Bank of New York Mellon, as collateral agent (the “Collateral Agent”) for The Bank of New York Mellon, as trustee (the “Trustee”) for the noteholders under the Indenture, dated as of May 17, 2010 (the “Indenture”), between the Company and the Trustee.
REGISTRATION RIGHTS AGREEMENT by and among MCE FINANCE LIMITED as Issuer MELCO CROWN ENTERTAINMENT LIMITED as Parent Guarantor MPEL INTERNATIONAL LIMITED as Guarantor and THE SENIOR SUBORDINATED GUARANTORS NAMED HEREIN and DEUTSCHE BANK SECURITIES...Registration Rights Agreement • August 13th, 2010 • Melco Crown (COD) Hotels LTD • Hotels & motels • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 17, 2010, by and among MCE Finance Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Issuer”), Melco Crown Entertainment Limited (the “Parent Guarantor”), MPEL International Limited, and the subsidiaries of the Issuer listed on Schedule I hereto (the “Senior Subordinated Guarantors” and, with the Parent Guarantor and MPEL International Limited, the “Guarantors”), Deutsche Bank Securities Inc., Merrill Lynch International, The Royal Bank of Scotland plc, and the other financial institutions signatories hereto (the “Initial Purchasers”), which have agreed to purchase the Issuer’s 10.25% Senior Notes due 2018 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below).
DATED 10 MAY 2010 MELCO CROWN GAMING (MACAU) LIMITED as Company DEUTSCHE BANK AG, HONG KONG BRANCH as Agent DB TRUSTEES (HONG KONG) LIMITED as Security Agent AND OTHERS FOURTH AMENDMENT AGREEMENT IN RESPECT OF THE SENIOR FACILITIES AGREEMENTAgreement • August 13th, 2010 • Melco Crown (COD) Hotels LTD • Hotels & motels
with an amendment request made by the Company in its letter to the Agent dated 26 April 2010 (the “Request Letter”) (which was approved by the Majority Lenders on 30 April 2010) and that, in connection with such amendments, a proposed high yield bond will be issued by an Affiliate of the Company (the terms of which will include and be consistent with the terms and conditions set out in Schedule 4 (Bond Term Sheet) of this Agreement).
NOTE GUARANTEENote Guarantee • August 13th, 2010 • Melco Crown (COD) Hotels LTD • Hotels & motels • New York
NOTE GUARANTEE, dated as of May 17, 2010 (this “Guarantee”), made by each of the companies that are signatories hereto (the “Guarantors”), in favor of The Bank of New York Mellon, as trustee (in such capacity, the “Trustee”) for the Trustee and the Holders (as defined in the Indenture (as hereafter defined)).
