DATED 1st September 2008 MELCO CROWN GAMING (MACAU) LIMITED as Company DEUTSCHE BANK AG, HONG KONG BRANCH as Agent SECOND AMENDMENT AGREEMENT IN RESPECT OF SENIOR FACILITIES AGREEMENT

 

1. DEFINITIONS AND INTERPRETATION

 

2. SUPPLEMENT OF FACILITY AGREEMENT

 

3. REPRESENTATIONS

 

4. CONTINUITY AND FURTHER ASSURANCE

 

5. MISCELLANEOUS

 

6. GOVERNING LAW

 

SIGNATURES

 

SCHEDULE 1

 

SCHEDULE 2

MELCO CROWN GAMING (MACAU) LIMITED formerly known as Melco PBL Gaming (Macau) Limited (in its own capacity and as Obligors’ Agent for and on behalf of the Relevant Obligors) (the “Company”); and

DEUTSCHE BANK AG, HONG KONG BRANCH in its capacity as Agent (the “Agent”).

The parties hereto entered into a USD1,750,000,000 Senior Secured Term Loan and Revolving Credit Facilities Agreement dated 5 September 2007 (the “Facility Agreement”).

The Facility Agreement has been amended pursuant to a transfer agreement between, inter alios, the parties hereto dated 17 October 2007 and a Supplemental Deed in respect of the Deed of Appointment between, inter alios, the parties hereto dated 19 November 2007 and an Amendment Agreement between the parties hereto dated 7 December 2007.

It has also been proposed that certain amendments may be made to the Facility Agreement in connection with an amendment request made by the Company in its letter to the Agent dated 13 August 2008 and as a result, it has now been agreed to further amend the Facility Agreement as set out below.

Unless a contrary indication appears, a term defined in or by reference in Schedule 2 (Amended and Restated Facility Agreement) has the same meaning in this Agreement.

The principles of construction and rules of interpretation set out or referred to in the Schedule 2 (Amended and Restated Facility Agreement) shall have effect as if set out in this Agreement.

The representations and warranties set out in Schedule 5 (Representations and Warranties) of the Facility Agreement are deemed to be made by each Relevant Obligor (by reference to the facts and circumstances then existing) on the date of this Agreement and on the Effective Date and, in each case, as if any reference therein to any Finance Document in respect of which any amendment, acknowledgement, confirmation, consolidation, novation, restatement, replacement or supplement is expressed to be made by any of the documents referred to in Clause 1.3 (Designation) included, to the extent relevant, such document and the Finance Document as so amended, acknowledged, confirmed, consolidated, novated, restated, replaced or supplemented.

The provisions of the Facility Agreement and the other Finance Documents shall, save as amended by this Agreement, apply and continue in full force and effect. In particular, nothing in this Agreement shall affect the rights of the Secured Parties in respect of the occurrence of any Default which is continuing or which arises on or after the date of this Agreement.

Each Relevant Obligor shall, upon the written request of the Agent and at its own expense, do all such acts and things reasonably necessary to give effect to the amendments effected or to be effected pursuant to this Agreement.

The provisions of clause 1.3 (Third Party Rights), clause 18.1 (Transaction Expenses), clause 30 (Notices), clause 32 (Partial Invalidity), clause 33 (Remedies and Waivers) and clause 37 (Enforcement) of Schedule 2 (Amended and Restated Facility Agreement) shall be incorporated into this Agreement as if set out in full herein and as if references in those clauses to “Agreement” are references to this Agreement and cross-references to specified clauses thereof are references to the equivalent clauses set out or incorporated herein.

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

This Agreement is governed by English law.

By:

 

By:

 

 

By:

 

 

 

 

A copy of a resolution of the board of directors of the Company:

save if such resolution is not required under the law of incorporation or the articles of association of the Company, approving the terms of, and the transactions contemplated by, the Finance Documents referred to in paragraph 2 below to which it is a party and resolving that it execute, deliver and perform the Finance Documents referred to in paragraph 2 below;

authorising a specified person or persons to execute the Finance Documents referred to in paragraph 2 below on its behalf; and

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents referred to in paragraph 2 below (each, for the purposes of this Schedule 2 and for so long as such authorisation remains effective, an “authorised signatory” of the Company).

A specimen of the signature of each person authorised by the resolution or power of attorney referred to in paragraph (a) above in relation to and, who will be executing, the Finance Documents referred to in paragraph 2 below and related documents.

A certificate of an authorised signatory of the Company, certifying that there have been no amendments to the Constitutional Documents of each Relevant Obligor since the date of the Facility Agreement.

A certificate of an authorised signatory of the Company, certifying (or declaration of a director or other authorised signatory of the Company confirming) that each document, copy document and other evidence relating to it (and each other document, copy document or other evidence) specified in this Schedule 1 (Conditions Precedent) (other than those referred to in paragraph 2 below) is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the Effective Date.

Receipt by the Agent of an original of each of the following Finance Documents, in each case duly executed by the parties thereto:

this Agreement; and

any other document entered into which the Agent and the Company agree prior to the Effective Date to designate as a Finance Document.

Receipt by the Agent of evidence that in respect of each Finance Document referred to in this paragraph 2:

it has been duly authorised, executed and delivered by or on behalf of such of the Obligors as are party thereto and duly filed, notified, recorded, stamped and registered as necessary;

all conditions precedent to the effectiveness thereof (other than any such conditions relating to the occurrence of the Effective Date) have been satisfied or waived in accordance with their respective terms and each such Finance Document (save as provided in this sub-paragraph (b)) is in full force and effect accordingly; and

none of such of the Obligors as is party to any such Finance Document is or, but for the passage of time and/or giving of notice will be, in breach of any obligation thereunder.

▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as to certain matters of Macanese law;

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Advogados & Notários as to certain matters of Macanese law; and

▇▇▇▇▇▇▇▇ Chance as to English law,

all taxes, fees and other costs payable in connection with the execution, delivery, filing, recording, stamping and registering of the documents referred to in this Schedule 1; and

all fees, costs and expenses due to the Finance Parties and their advisers under the Finance Documents on or before the Effective Date,