STUDIO CITY FINANCE LIMITED, as Company THE SUBSIDIARY GUARANTORS PARTIES HERETO, 8.500% SENIOR NOTES DUE 2020 INDENTURE November 26, 2012 DB TRUSTEES (HONG KONG) LIMITED, as Trustee and Collateral Agent DEUTSCHE BANK TRUST COMPANY AMERICAS, as...Indenture • April 18th, 2013 • Melco Crown Entertainment LTD • Hotels & motels • New York
INDENTURE dated as of November 26, 2012 among Studio City Finance Limited, a BVI business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), certain subsidiaries of the Company from time to time parties hereto, DB Trustees (Hong Kong) Limited, as Trustee and Collateral Agent, Deutsche Bank Trust Company Americas, as Principal Paying Agent, U.S. Registrar and Transfer Agent, and Deutsche Bank Luxembourg S.A., as European Registrar.
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).
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”).
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:
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”).
COOPERATION AGREEMENT dated among SM INVESTMENTS CORPORATION for itself and on behalf of the other companies listed in Schedule 2 BELLE CORPORATION PREMIUMLEISURE AND AMUSEMENT, INC. and MCE LEISURE (PHILIPPINES) CORPORATION for itself and on behalf...Cooperation Agreement • April 18th, 2013 • Melco Crown Entertainment LTD • Hotels & motels
(each of MCE Holdings and MCE Holdings No. 2 shall be known as a “MCE PHP Subsidiary” and each MCE PHP Subsidiary and MCE Leisure shall be known as a “MCE Party” and collectively as the “MCE Parties”),
CONTRACT OF LEASELease Agreement • April 18th, 2013 • Melco Crown Entertainment LTD • Hotels & motels
ESCROW AGREEMENT among STUDIO CITY FINANCE LIMITED as the Company DB TRUSTEES (HONG KONG) LIMITED as Collateral Agent DB TRUSTEES (HONG KONG) LIMITED as Trustee and BANK OF CHINA LIMITED, MACAU BRANCH as Escrow AgentEscrow Agreement • April 18th, 2013 • Melco Crown Entertainment LTD • Hotels & motels • New York
This ESCROW 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”), 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 escrow agent (in such capacity, together with its successors and assigns in such capacity, the “Escrow Agent”).
PLEDGE AGREEMENT By STUDIO CITY FINANCE LIMITED in favor of DB TRUSTEES (HONG KONG) LIMITED as Collateral Agent Dated as of November 26, 2012Pledge Agreement • April 18th, 2013 • Melco Crown Entertainment LTD • Hotels & motels • New York
PLEDGE AGREEMENT, dated as of November 26, 2012 (the “Agreement”), made by STUDIO CITY FINANCE LIMITED, a British Virgin Islands limited liability company (the “Company”), in favor of DB Trustees (Hong Kong) Limited, as collateral agent (the “Collateral Agent”) for DB Trustees (Hong Kong) Limited, as trustee (the “Trustee”) for the noteholders under the Indenture, dated as of November 26, 2012 (the “Indenture”), between the Company, the Trustee, the Collateral Agent and the other parties thereof.
DATED 28 JANUARY 2013 STUDIO CITY COMPANY LIMITED AS THE BORROWER ARRANGED BY AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED BANK OF AMERICA, N.A. BANK OF CHINA LIMITED, MACAU BRANCH CITIGROUP GLOBAL MARKETS ASIA LIMITED CRÉDIT AGRICOLE CORPORATE AND...Loan Agreement • April 18th, 2013 • Melco Crown Entertainment LTD • Hotels & motels • England
CLOSING ARRANGEMENT AGREEMENT dated OCT 25 2012 among SM INVESTMENTS CORPORATION for itself and on behalf of the companies of the SM Group as listed in Schedule 2 BELLE CORPORATION PREMIUMLEISURE AND AMUSEMENT, INC. and MCE LEISURE (PHILIPPINES)...Closing Arrangement Agreement • April 18th, 2013 • Melco Crown Entertainment LTD • Hotels & motels
(each of the companies in the SM Group other than SMIC, a “SM Subsidiary” and together the “SM Subsidiaries”, and each of the companies in the SM Group, a “SM Company”);
Execution version Interpharma Holdings & Management Corporation Pharma Industries Holdings Limited MCE (Philippines) Investments Limited MCE (Philippines) Investments No. 2 Corporation Acquisition AgreementAcquisition Agreement • April 18th, 2013 • Melco Crown Entertainment LTD • Hotels & motels
Interpharma Holdings & Management Corporation of 32nd floor, Zuellig Building, Makati Avenue corner Paseo de Roxas, Makati City, Philippines (Interpharma)
DATED 01 MARCH 2013 STUDIO CITY INVESTMENTS LIMITED AS PARENT AND DEUTSCHE BANK AG, HONG KONG BRANCH AS AGENT AMENDMENT AGREEMENT RELATING TO A SENIOR FACILITIES AGREEMENT DATED 28 JANUARY 2013Amendment Agreement • April 18th, 2013 • Melco Crown Entertainment LTD • Hotels & motels • Macau
DATED 2013 MELCO CROWN (MACAU) LIMITED as the Company and Obligors’ Agent AND DEUTSCHE BANK AG, HONG KONG BRANCH as Agent AMENDMENT AGREEMENT IN RESPECT OF THE USD1,750,000,000 SENIOR SECURED TERM LOAN AND REVOLVING CREDIT FACILITIES AGREEMENT...Amendment Agreement • April 18th, 2013 • Melco Crown Entertainment LTD • Hotels & motels
