Exhibit 4.39

Execution Version

MCE COTAI INVESTMENTS LIMITED

NEW COTAI, LLC

and Others

IMPLEMENTATION AGREEMENT

Contents
1	Interpretation		1
	1.1	Definitions	1
	1.2	Construction	9
	1.3	Headings	10
	1.4	Control over Cyber One actions	10
	1.5	Survival of certain definitions	11
2	Prior to the Effective Time		11
	2.1	Land Grant	11
	2.2	Design and Construct Contracts	12
	2.3	Amendments to Facility Operations Agreement	13
	2.4	Certain agreements	14
	2.5	Document escrow	14
	2.6	Cash escrow	14
	2.7	Instruction to BVI Counsel	15
	2.8	Notifications	16
	2.9	Financing structure	16
3	Completion of the Cyber One Sale and Termination		16
	3.1	Cyber One Sale Agreement	16
	3.2	Notification	16
	3.3	Termination	17
	3.4	Remedies	17
	3.5	Cyber One Completion	17
4	At the Effective Time		17
	4.1	New Cotai Sale	17
	4.2	Common obligations	18
	4.3	MCE and MCE Cotai obligations	18
	4.4	New Cotai Parties’ obligations	18
	4.5	Release or destruction of Escrowed Agreements	19
	4.6	Appointment of Directors	20
	4.7	Other obligations	20
	4.8	Interdependence of obligations	20
5	Access and accounts		20
	5.1	Cyber One Group	20
	5.2	New Cotai Group	21
	5.3	Management Accounts	21
6	Consideration		22
	6.1	Payment	22
	6.2	Set-off	22
	6.3	Compliance with obligations	22
	6.4	Survival	23

7	After the Effective Time		23
	7.1	Services agreement	23
	7.2	Conflicts Committee	23
	7.3	Joint Venture companies	23
	7.4	Survival	23
8	Warranties		23
	8.1	Common Warranties	23
	8.2	New Cotai Group Warranties	24
	8.3	Cyber One Warranties	24
	8.4	MCE Warranties	25
	8.5	Limitations	25
	8.6	Disclosure Materials	26
9	Notices		26
	9.1	General	26
	9.2	How to give a communication	26
	9.3	Particulars for delivery of notices	27
	9.4	Communications by post	28
	9.5	Communications by fax	29
	9.6	Communication by email	29
	9.7	After hours communications	29
	9.8	Receipt of Notice	29
10	Duties, costs and expenses		29
	10.1	Fees and costs	29
	10.2	Duties	29
	10.3	MCE expenses	30
	10.4	New Cotai reimbursement	30
11	Confidentiality		30
	11.1	Confidentiality obligation	30
	11.2	Permitted disclosures	30
	11.3	Disclosure to other persons	31
	11.4	Announcement	31
12	General		31
	12.1	Obligation to procure	31
	12.2	Liability	31
	12.3	Amendment	31
	12.4	Counterparts	32
	12.5	Assignment	32
	12.6	Entire understanding	32
	12.7	Further steps	32
	12.8	Attorneys	32
	12.9	Relationship of parties	32
	12.10	Rights cumulative	32
	12.11	Waiver and exercise of rights	33
	12.12	Consent	33
	12.13	Equitable relief	33
	12.14	Governing law and dispute resolution	33

Schedule 1 – Common Warranties	37
Schedule 2 – Cyber One Warranties	39
Schedule 3 – New Cotai Group Warranties	40
Schedule 4 – Completion items	48
Schedule 5 – [Intentionally omitted]	49
Schedule 6 – Prohibited actions	50
Schedule 7 – Limitations	52
Schedule 8 – New Cotai Group Companies	55
Schedule 9 – MCE Warranties	56
Schedule 10 – Bank Account	57
Annexure A – Data Room Index	58
Annexure B – Design and Construct Contracts	59
Annexure C – [Intentionally omitted]	66
Annexure D – Shareholders’ Agreement	67
Annexure E – Policy on Related Party Transactions
Annexure F – Registration Rights Agreement
Annexure G – Facility Operations Agreement Amendments
Annexure H – New Cotai Entertainment Macau Sale Agreement
Annexure I – Auxiliary Documentation to New Cotai Entertainment Macau Sale Agreement
Annexure J – PropCo Amendments to Articles of Association Agreement
Annexure K – Auxiliary Documentation to PropCo Amendment of Articles of Association Agreement
Annexure L – Form of Completion Items
Annexure M – MCE Commitment Letter
Annexure N – New Cotai Commitment Letters
Annexure O – Amended and Restated Memorandum and Articles of Association
Annexure P – Common Warranties Disclosure Annex
Annexure Q – Cyber One Warranties Disclosure Annex
Annexure R – Fundamental Warranties Disclosure Annex
Annexure S – New Cotai Entertainment Sale Agreement
Annexure T – BVI Shareholders’ Resolution
Annexure U – Letter of Instruction

Date 15 June 2011

Parties

Melco Crown Entertainment Limited, a company incorporated in the Cayman Islands, of Walker House, 87 Mary Street, George Town, Grand Cayman KY1 – 9005, Cayman Islands (MCE)

MCE Cotai Investments Limited, a company incorporated in the Cayman Islands, of Walker House, 87 Mary Street, George Town, Grand Cayman KY1 – 9005, Cayman Islands (MCE Cotai)

New Cotai, LLC, a limited liability company formed in Delaware, United States of America, c/o New Cotai Holdings, LLC, of Two Greenwich Plaza, Greenwich, Connecticut 06830, United States of America (New Cotai)

New Cotai Holdings, LLC, a limited liability company formed in Delaware, United States of America, Two Greenwich Plaza, Greenwich, Connecticut 06830, United States of America (New Cotai Holdings)

Background

The parties have agreed to enter into this document to implement certain transactions and do certain things in connection with (a) the execution and delivery of a shareholders’ agreement between the owners of Cyber One Agents Limited (Company) to reflect new ownership and the terms of their relationship and (b) the contribution to the Company by New Cotai Holdings of all the units on issue in New Cotai Entertainment and all the shares on issue in New Cotai Entertainment Macau (other than those held by New Cotai Entertainment).

Agreed terms

1 Interpretation

1.1 Definitions

Terms used but not defined in this document have the meaning given to those terms in the Shareholders’ Agreement. In this document, the following terms have the following meanings:

2006 JV Agreement means the joint venture agreement for the Company entered into between East Asia, New Cotai and the Company dated 6 December 2006, as modified and amended by the MOU.

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Accounts means the consolidated and certain subsidiary statutory audited financial statements prepared for the Cyber One Group as at, and for, the financial years ended 31 December 2007, 2008, 2009 and 2010.

Accounts Date means 31 December 2007, 31 December 2008, 31 December 2009 and the Last Accounts Date.

Amended and Restated Memorandum and Articles of Association means the amended and restated articles of association of the Company set out in annexure O.

Bank Account means the bank accounts of the Cyber One Group Companies set out in schedule 10.

Business Records means all books, files, reports, records, correspondence, documents, registers, accounts, data, programmes, software and other material (in whatever form stored), owned by any New Cotai Group Company including to the extent relevant:

(a) minute books, statutory books and registers, books of account and copies of tax and other returns;

(b) all sales and purchasing records;

(c) lists of all regular suppliers and customers;

(d) all trading and financial records; and

(e) all insurance policies and certificates of currency of insurance held by any New Cotai Group Company (if any).

BVI Shareholders’ Resolution means the written resolution of the shareholders of the Company as at the Effective Time adopting, with effect from the Effective Time, the Amended and Restated Memorandum and Articles of Association as the memorandum and articles of association of the Company.

Claim means any claim, demand or cause of action, proceeding, investigation or audit in contract, tort, under statute or otherwise.

Commitment Letters means the MCE Commitment Letter and the New Cotai Commitment Letters.

Common Warranties means the representations and warranties set out in schedule 1.

Common Warranties Disclosure Annex means the information and matters set out in annexure P.

Confidential Information means:

(a) any confidential, non-public or proprietary information relating to the business, assets or affairs of the disclosing party (and includes any information provided under the negotiations relating to this document);

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(b) any information relating to this document and the transactions contemplated by it including the existence of this document and the transactions contemplated by it and of the negotiations which preceded it;

provided, however, that Confidential Information shall not include information that:

(w) is or becomes generally available to the public other than as a result of disclosure in violation of this document;

(x) is or becomes available to the receiving person on a non-confidential basis prior to its disclosure to such person;

(y) is or has been independently developed or conceived by the receiving person without use of Confidential Information; or

(z) becomes available to the receiving person on a non-confidential basis from a source other than the disclosing party; provided, that such source is not known by such person to be bound by a confidentiality agreement with the disclosing party.

Cyber Neighbour means Cyber Neighbour Limited, a company incorporated in the British Virgin Islands.

Cyber One Completion means completion of the transaction pursuant to which East Asia will sell and MCE Cotai will buy, all of the shares held by East Asia in the Company on the terms of, and subject to the conditions of, the Cyber One Sale Agreement.

Cyber One Group means the Company and its subsidiaries and Cyber One Group Company means any of them.

Cyber One Sale Agreement means the agreement among MCE, East Asia and others dated the date of this document in relation to the purchase by MCE Cotai of all of the shares held by East Asia in the Company and the assignment by East Asia of the loan made by it to the Company to MCE Cotai.

Cyber One Shares means 4,000 fully paid Class A ordinary shares in the capital of the Company.

Cyber One Warranties means the representations and warranties set out in schedule 2.

Cyber One Warranties Disclosure Annex means the information and matters set out in annexure Q.

Data Room Index means the index of documents attached to this document as annexure A.

Design and Construct Contracts means the contracts between certain Cyber One Group Companies and third party suppliers in respect of services to the MSC Property, including those contracts set out in annexure B.

Designated BVI Counsel means Conyers Dill & Pearman.

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Designated Escrow Counsel means (i) in respect of the New Cotai Parties, Skadden, Arps, Slate, Meagher & Flom, LLP, and (ii) in respect of MCE and MCE Cotai, Corrs Chambers Westgarth.

Disclosure Materials means the information and materials provided to MCE on or prior to the date hereof as referred to in the Data Room Index.

Dispute shall have the meaning given to the term in clause 12.14(b).

Dispute Notice shall have the meaning given to the term in clause 12.14(c).

Disputing Parties shall have the meaning given to the term in clause 12.14(d).

East Asia means East Asia Satellite Television (Holdings) Limited.

East Asia Loan means the loan acquired by MCE Cotai (as the nominee of MCE) from East Asia in the amount of US$60 million under the loan assignment agreement between MCE and East Asia dated on or before the date of this document (and referred to in the Cyber One Sale Agreement).

Effective Time means the time at which the Cyber One Completion occurs.

Encumbrance means an interest or power:

(a) reserved in or over an interest in any asset; or

(b) created or otherwise arising in or over any interest in any asset under any mortgage, charge, pledge, lien, hypothecation, trust or bill of sale,

by way of security for the payment of a debt or other monetary obligation or the performance of any other obligation.

Escrow Agent means JP Morgan (Hong Kong) or another bank located in Hong Kong acceptable to MCE and New Cotai Holdings in the exercise of their reasonable discretion.

Escrow Agreement has the meaning given to that term in clause 2.6(a).

Escrowed Agreements means the Shareholders’ Agreement and the New Cotai Entertainment Sale Agreement.

Facility Items means gaming tables.

Facility Operation Revenue means Total Gaming Revenues as defined in the Facility Operations Agreement.

Facility Operations Agreement means the services and right to use agreement between Melco Crown Gaming (Macau) Limited, New Cotai Entertainment, LLC and New Cotai Entertainment (Macau) Limited dated 11 May 2007.

Facility Operation Fees means any fees, costs or other premiums, contributions or other payments of the Specified Affiliate in connection with maintaining and/or renewing and/or extending the MCE Subconcession, including but not limited to the fixed premium or any substitute thereof or fee or premium of similar nature (but excluding the variable per device premium, special gaming tax, contribution to a Macau public foundation and contribution to the urban, tourism promotion and social welfare development of Macau).

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Fundamental Warranties means the warranties in sections 1, 3.1, 3.2, and 6 of the New Cotai Group Warranties.

Fundamental Warranties Disclosure Annex means the information and matters set out in annexure R.

GAAP means United States generally accepted accounting principles in effect from time to time.

Intellectual Property means all present and future rights conferred by statue, common law or equity in or in relation to copyright, trade marks, designs, patents, circuit layouts, business and domain names, inventions, know-how, confidential information and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields, whether or not registrable, registered or patentable.

Intercompany Loans means the outstanding intercompany loans owed by:

(a) New Cotai Entertainment to each of New Cotai Holdings and New Cotai Management, the amounts of which are US$2,411,123.10 and US$19,308.22, respectively; and

(b) New Cotai Entertainment Macau to each of New Cotai Holdings and New Cotai Management, the amounts of which are US$2,162,484.47 and US$209,689.90, respectively.

Land Grant Letter means the letter from PropCo to the Macau Land, Public Works and Transportation Department (DSSOPT) or the Secretary for Public Works and Transportation in the form as agreed to, and initialled by, all of the parties to this document.

Last Accounts Date means 31 December 2010.

Letter of Instruction means the letter of instruction from the client of record of the Company to the Registered Agent in the form set out in annexure U.

Long Stop Date means the date 121 days after the date of this document.

Loss means, in relation to any person, damage, loss, cost, liability or out-of-pocket expense incurred by the person, however arising, including contractual, tortious, reasonable legal fees, equitable or pursuant to statute, but excluding consequential, special, indirect (except as expressly set out in this document), incidental, punitive and exemplary damages.

Macau Settlement Deed means the deed of settlement entered into between East Asia Entertainment Limited, East Asia Telvisao Por Satelite Limitada, East Asia Music (Holdings) Limited, East Asia Satellite Television (Holdings) Limited, and New Cotai on or before the date of this document.

Management Accounts means the consolidated monthly unaudited management accounts for the Cyber One Group being the cashflow position movements schedule, consolidated profit and loss account, consolidated balance sheet and consolidated fixed assets summary.

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MCE Commitment Letter means the commitment letter to be entered into between MCE and the Company in the form set out in annexure M.

MCE Group means MCE and MCE Cotai together and MCE Group Companies means any of them.

MCE Warranties means the representations and warranties set out in schedule 9.

MOU means the memorandum of understanding between eSun Holdings Limited, East Asia, New Cotai, LLC, New Cotai Entertainment, the Company, PropCo and Macao Studio City (Hong Kong) Limited (formerly known as Bestwood Enterprises Limited) dated 9 November 2007 and termination letter.

Mutual Waiver and Consent Agreement means the mutual waiver and consent agreement entered into between New Cotai, East Asia, MCE and MCE Cotai on or before the date of this document.

New Cotai Accounts means each of the:

(a) draft statement of financial position of the New Cotai Group Companies as at the relevant Accounts Date; and

(b) draft statement of financial performance of the New Cotai Group Companies for the year ending on the relevant Accounts Date.

New Cotai Commitment Letters means the commitment letters to be entered into between each of the Silver Point Funds and the Oaktree Funds, on the one hand, and the Company, on the other hand, in the forms set out in annexures N-1 and N-2.

New Cotai Entertainment means New Cotai Entertainment, LLC, a limited liability company formed in the State of Delaware, United States of America.

New Cotai Entertainment Macau means New Cotai Entertainment (Macau) Limited, a company incorporated in Macau.

New Cotai Entertainment Macau Sale Agreement means the share transfer agreement and amendment of the articles of association of New Cotai Entertainment Macau to be entered into at the Effective Time upon the terms set out in annexure H.

New Cotai Entertainment Sale Agreement means the agreement related to the transfer of the Sale Units by New Cotai Holdings in the form set out in annexure S.

New Cotai Group means New Cotai Entertainment and New Cotai

Entertainment Macau together and New Cotai Group Companies means any of them.

New Cotai Group IP means all Intellectual Property used by the New Cotai Group.

New Cotai Group Warranties means the representations and warranties set out in schedule 3.

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New Cotai Management means New Cotai Management, LLC, a limited liability company formed in the State of Delaware, United States of America.

New Cotai Parties means New Cotai and New Cotai Holdings.

New Cotai Sale means the transactions contemplated by clauses 4.1(a), 4.1(b) and 4.1(c).

Nominated Contract has the meaning given to the term in clause 2.2(b).

Oaktree Funds means OCM Opportunities Fund V, L.P., OCM Asia Principal Opportunities Fund, L.P. and OCM Opportunities Fund VI, L.P.

Option Deed means the entertainment use of commercial space option deed between PropCo and New Cotai Entertainment dated 6 December 2006 as amended from time to time.

Permits means all permits, licenses, consents, approvals, certificates, registrations and authorisations required by Law.

Permitted Encumbrances means (i) Encumbrances for Taxes that are not due and payable or (if adequate reserves have been established on the accounts of a party in accordance with GAAP) that are being contested in good faith by appropriate proceedings, (ii) statutory landlord’s, mechanic’s, carrier’s, workmen’s, repairmen’s or other similar Encumbrances arising or incurred in the ordinary course of business for amounts which are not due and payable and which would not, individually or in the aggregate, have a material adverse effect on a party’s business as currently conducted, (iii) Encumbrances arising from zoning ordinances which do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business thereon, (iv) Encumbrances incurred or deposits made in the ordinary course of business in connection with workers compensation, unemployment insurance and other types of social security, (v) deposits to secure the performance of any or all of the following: bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, (vi) easements, rights of way, restrictions and other similar encumbrances on real property incurred in the ordinary course of business, (vii) Encumbrances arising from or created by this document, and (viii) other Encumbrances which do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business thereon.

Permitted Payments means any payment by a Cyber One Group Company in respect of:

(a) any payments associated with the Nominated Contracts;

(b) any arbitral award declared payable by any Cyber One Group Company in respect of the RDLA Agreement;

(c) the Siu Yin Wai Claim;

(d) the consulting, advising and contractor fees of each Cyber One Group Company in respect of the consultancy fees incurred by Mr Rajaratnam Selvaskandan and Mr Ricky Kwok Choi Lau, the audit fees incurred by Ernst & Young and the document storage fees;

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(e) the Macau Settlement Deed in an amount equal to HK$350,000; and

(f) other expenses incurred in the ordinary course of business not to exceed US$25,000 for any individual expense or US$150,000 in aggregate.

Policy on Related Party Transaction means the policy on related party transaction set out in annexure E.

Pre-Closing Costs shall have the meaning given to the term in clause 10.3.

PropCo means East Asia-Televisão Por Satélite, Limitada, a company incorporated in Macau (also known as East Asia Satellite Television Limited).

RDLA Agreement means the agreement between RDL Asia Limited and PropCo dated 24 November 2007.

Registered Agent means the registered agent of the Company being, as at the date of this document, Offshore Incorporations Limited.

Registration Rights Agreement means the registration rights agreement to be entered into between New Cotai and the Company in the form set out in annexure F.

Relevant Claim means any claim for Losses incurred by a party to the extent arising out of a breach of this document.

Sale Securities means the Sale Shares and Sale Units together.

Sale Shares means the MOP1,000 fully paid quota in New Cotai Entertainment Macau.

Sale Units means 100 units of New Cotai Entertainment.

Settlement Deed means the deed of settlement entered into between the Company, eSun Holdings Limited, East Asia, New Cotai and others on or before the date of this document.

Settled Sum means the amount which has been agreed by the parties as being payable, or which has been determined as being payable pursuant to the dispute resolution procedures set out in clause 12.14, in respect of a Relevant Claim made by MCE or MCE Cotai under this document.

Shareholders’ Agreement means the shareholders’ agreement to be entered into among MCE, MCE Cotai, New Cotai and the Company in the form set out in annexure D.

Shareholder Litigation means the court proceedings numbered HCA 2189/2009 (subject to appeal CACV 160/2010); HCA 1545/2010; HCA 1546/2010; HCMP 2218/2009 (subject to appeal CACV 161/2010) and HCMP 2185/2010 commenced and continuing as at the date of this document in the Hong Kong Courts among eSun, East Asia, New Cotai Entertainment and others.

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Shareholder Loan means the loan from New Cotai to the Company in the amount of US$40 million.

Silver Point Funds means Silver Point Capital Fund, L.P. and Silver Point Capital Offshore Fund, Ltd.

Siu Yin Wai Claim means the demand for payment for HK$15,685,178.50 for outstanding fees from Sin Yin Wai & Associates (International) Limited in a letter from their solicitors to PropCo dated 6 May 2011.

Specified Affiliate means Melco Crown Gaming (Macau) Limited, a company incorporated in Macau, or any other Affiliate of MCE holding a Gaming Authorisation in Macau from time to time.

Transaction Documents means this document, the Shareholders’ Agreement, the Commitment Letters and the Registration Rights Agreement.

W means W International Hotel Management, Inc.

W Agreements means:

(a) Centralised Services Agreement between PropCo and W dated 14 July 2007;

(b) Development Consulting Services Agreement between PropCo and W dated 14 July 2007;

(c) Operating Services Agreement between PropCo and W dated 14 July 2007; and

(d) System License Agreement between PropCo and W dated 14 July 2007; and

(e) any other agreement referred to in or contemplated by the above.

Warranties means the New Cotai Group Warranties, the Cyber One Warranties, the MCE Warranties and the Common Warranties.

1.2 Construction

Unless expressed to the contrary, in this document:

(a) words in the singular include the plural and vice versa;

(b) any gender includes the other genders;

(c) if a word or phrase is defined its other grammatical forms have corresponding meanings;

(d) includes means includes without limitation;

(e) no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause:

(f) a reference to:

(i) a person includes a partnership, individual, limited liability company, trust, joint venture, unincorporated association, corporation and a Governmental Agency;

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(ii) a person or a party includes the person’s legal personal representatives, successors, assigns and persons substituted by novation;

(iii) any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified or replaced;

(iv) an obligation includes a warranty or representation and a reference to a failure to comply with an obligation includes a breach of warranty or representation;

(v) a right includes a benefit, remedy, discretion or power;

(vi) time is to local time in Hong Kong;

(vii) “US$” or US dollars is a reference to the currency of the United States of America;

(viii) “HK$” or HK dollars is a reference to the currency of Hong Kong;

(ix) this or any other document includes the document as novated, varied or replaced in accordance with the terms hereof and thereof and despite any change in the identity of the parties;

(x) this document includes all schedules, annexures and exhibits to it;

(xi) a clause, schedule or annexure is a reference to a clause, schedule or annexure, as the case may be, of this document; and

(xii) a reference to a meeting is a meeting in person, by conference telephone or similar equipment, so long as all of the participants can hear each other;

(g) if the date on or by which any act must be done under this document is not a Business Day, the act must be done on or by the next Business Day; and

(h) where time is to be calculated by reference to a day or event, that day or the day of that event is excluded.

1.3 Headings

Headings do not affect the interpretation of this document.

1.4 Control over Cyber One actions

(a) Any requirement in this document that the New Cotai Parties use their commercially reasonable endeavours (or any similar wording) to procure any Cyber One Group Company or any of their respective directors, officers or employees does, or refrains from doing, any action means that the New Cotai Parties shall, where applicable, do the following and does not require anything more:

(i) exercise their rights under the 2006 JV Agreement to veto, consent to, approve or authorise that action (as applicable);

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(ii) procure that the directors appointed by it (in the case of New Cotai only) to the board of the relevant Cyber One Group Company do, or refrain from doing, that action (as applicable) including execute any document (in each case, subject to their fiduciary duties);

(iii) vote the shares held by it (in the case of New Cotai only) in the Company to veto, consent to, or approve, that action; and

(iv) exercise its rights as shareholder (in the case of New Cotai only) under the Memorandum and Articles of Association of the Company not to grant any consent, approval, waiver, authority or power to do that action.

(b) Without limiting clause 1.4(a), the parties acknowledge that the New Cotai Parties do not control the Cyber One Group and, therefore, are not able, on their own, to procure any Cyber One Group Company to take a particular action.

1.5 Survival of certain definitions

Despite anything to the contrary in this document, the definitions “Facility Agreement”, “Facility Operations Agreement”, “Specified Affiliate”, “Facility Operations fees”, “Facility Items” and “Facility Operation Revenue” survive the Effective Time.

2 Prior to the Effective Time

2.1 Land Grant

(a) The parties acknowledge that PropCo has submitted the Land Grant Letter to the DSSOPT.

(b) The New Cotai Parties must use their commercially reasonable endeavours to provide to MCE on or before the date three days after:

(i) receipt by any of the New Cotai Parties or any Cyber One Group Company (if a copy has been received by the New Cotai Parties, and for this purpose the New Cotai Parties will be deemed to have received any documents received by the directors appointed by any of the New Cotai Parties to any Cyber One Group Company) of any correspondence from any Governmental Agency in connection with the Land, the Land Grant or the Land Grant Letter (as applicable), a copy of that correspondence; and

(ii) any telephone conversation between any of the New Cotai Parties or any Cyber One Group Company, or any of their respective directors, officers, employees, agents or advisers, and any Governmental Agency in connection with the Land or the Land Grant, a written summary of the substantive contents of that conversation to the extent the New Cotai Parties have actual knowledge thereof (and for this purpose the knowledge of the New Cotai Parties includes the knowledge of each of the directors appointed by any of the New Cotai Parties to any Cyber One Group Company).

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(c) Except as permitted under clause 2.1(b), the New Cotai Parties must not have, and must not cause or take any action to permit any Cyber One Group Company to have, any discussions with or meet with, or submit or enter into any correspondence (including verbal or written) with, any Governmental Agency in connection with the Land, the Land Grant, or the Land Grant Letter unless MCE:

(i) is given reasonable opportunity to participate in, and participates in (or declines to participate in), those discussions and meetings; and

(ii) in the case of any correspondence, has consented (such consent not to be unreasonably withheld, conditioned or delayed) to the form, content, manner and timing of that correspondence.

2.2 Design and Construct Contracts

(a) The New Cotai Parties and MCE must, as soon as practicable after the date of this document, discuss whether it is in their mutual interests (and the interests of the Cyber One Group) to seek to terminate the W Agreements and one or more of the Design and Construct Contracts prior to the Effective Time.

(b) If the New Cotai Parties and MCE agree that the W Agreements or any Design and Construct Contract should be terminated prior to the Effective Time, and MCE has a similar agreement with East Asia as to the termination of such contract, then for purposes hereof, such contract shall become a nominated contract (Nominated Contract).

(c) Subject to clause 2.2(b), the New Cotai Parties agree to use their commercially reasonable endeavours to procure that each Cyber One Group Company does all things that may be reasonably required by MCE to terminate each Nominated Contract; provided, that in no event shall the New Cotai Parties be required to procure that any Cyber One Group Company incur any obligations or pay any amounts in excess of the available funds of the Cyber One Group, after taking into account all other obligations of the Cyber One Group Companies.

(d) With respect to each of the W Agreements and each of the Design and Construct Contracts, New Cotai agrees that it must not, and must use commercially reasonable endeavours to procure each Cyber One Group Company must not:

(i) make any admissions of liability, give any warranties, or agree to any additional obligations in respect of the W Agreements and Design and Construct Contracts;

(ii) take any steps to terminate any of the W Agreements or Design and Construct Contracts (other than the Nominated Contracts);

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(iii) initiate any correspondence with any counterparty to any of the W Agreements or Design and Construct Contracts (other than the Nominated Contracts) other than as may be reasonably necessary to preserve the status quo prevailing as at the date of this document; and

(iv) reply to any correspondence from any counterparty to any of the W Agreements or Design and Construct Contracts other than as may be reasonably necessary to preserve the status quo prevailing as at the date of this document,

in each case, without the prior written consent of MCE.

(e) The New Cotai Parties must provide to MCE a copy of any correspondence initiated, received, or sent in reply under clauses 2.2(d)(iii) or 2.2(d)(iv), (as applicable).

(f) Prior to the Effective Time, the New Cotai Parties must not, and must use commercially reasonable endeavours to ensure that the Cyber One Group does not:

(i) authorise any Permitted Payments associated with a Nominated Contract unless the Cyber One Group Company has complied with clauses 2.2(c) and 2.2(d); and

(ii) in respect of any payment that is not a Permitted Payment, authorise or approve any such payment from the Bank Account, without the prior written consent of MCE, such consent not to be unreasonably withheld, conditioned or delayed.

(g) The MCE Group Companies agree that the termination of a Nominated Contract may be with or without liability to any Cyber One Group Company but in no circumstances is any termination required if it could impose any liability on any of the New Cotai Parties.

(h) The New Cotai Parties acknowledge and agree that none of MCE or its Affiliates will have any liability, other than through its interest in the Company and except as may be agreed pursuant to clauses 2.2(c) and 2.2(d), to any of the New Cotai Parties or any of their Affiliates in connection with the proposed termination of any the W Agreements or the Design and Construct Contracts, or any of the negotiations, representations or correspondence in relation to or in connection with such termination.

2.3 Amendments to Facility Operations Agreement

(a) Promptly after the date of this document, the parties will negotiate in good faith an amendment to the Facility Operations Agreement (and other matters set forth in annexure G) addressing the matters set out in annexure G.

(b) The parties shall, promptly after they reach agreement on the form of amendment to the Facility Operations Agreement contemplated by clause 2.3(a), which may be before or after the Effective Time, subject to clause 2.3(c), use their commercially reasonable endeavours to seek Macau government approval to amend the Facility Operations Agreement on such terms (including the other matters set forth in annexure G) and the parties will cooperate with each other in seeking to obtain such approval.

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(c) Nothing in this clause requires the parties to seek, prior to the Effective Time, approval to any amendment to the Facility Operations Agreement unless such amendment can be sought, and obtained, on the basis that it will not be effective or granted unless and until the Effective Time has occurred.

(d) The parties acknowledge and agree that the approval of the Macau government to the amendments to the Facility Operations Agreement contemplated by this clause 2.3 shall not be a condition to completion of the transactions contemplated by this document.

2.4 Certain agreements

Prior to the Effective Time, the New Cotai Parties must not, and must not cause any Cyber One Group Company to, take any action to cause:

(a) the Mutual Waiver and Consent Agreement (or the board and shareholder resolutions attached thereto and passed in connection therewith) or the Settlement Deed to become varied, amended, terminated or replaced; or

(b) the validity or effectiveness of the documents in clause 2.4(a) to be challenged by a court or arbitration.

2.5 Document escrow

(a) Prior to or simultaneously with the execution and delivery of this document, the parties to the Escrowed Agreements have executed undated versions of such agreements and delivered them to such party’s Designated Escrow Counsel to be released and deemed effective at the Effective Time in accordance with clause 4.5.

(b) The parties agree that the Designated Escrow Counsel will have no liability to any person under or in connection with this document and the Escrowed Agreements whatsoever and however arising.

2.6 Cash escrow

(a) The parties must, as soon as practicable after the date of this document and in any event prior to the date specified in clause 2.6(b), agree to a third party escrow arrangement with the Escrow Agent on such terms as are customary in Hong Kong and which are acceptable to MCE and New Cotai Holdings in the exercise of their reasonable discretion (Escrow Agreement) to hold and pay the amount referred to in clause 2.6(c).

(b) In addition to such terms as may be agreed under clause 2.6(a), the Escrow Agreement must provide that:

(i) the amount deposited under clause 2.6(c) must be disbursed to an account designated by New Cotai Holdings immediately upon (or as soon thereafter as agreed to by the Escrow Agent) receipt by the Escrow Agent of confirmation from MCE’s bank that it has wired the Purchase Price (as defined in the Cyber One SPA) to East Asia (and MCE must provide irrevocable instructions to its bank to that effect); and

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(ii) if for whatever reason the Effective Time has not occurred on or before the Long Stop Date or this document is otherwise terminated under clause 3.3, the amount deposited under clause 2.6(c) must be repaid to MCE on or before the date three Business Days after the Long Stop Date (together with all interest payable on that amount).

(c) Within five Business Days following despatch by eSun of a circular to its shareholders and notice of meeting under clause 3.4(b)(ii) of the Cyber One Sale Agreement, MCE must deposit US$50 million with the Escrow Agent to be held by that person on the terms of the Escrow Agreement.

(d) MCE must provide the Escrow Agent irrevocable instructions that the amount deposited under clause 2.6(c) must be disbursed at the Effective Time to an account designated by New Cotai Holdings on receipt by the Escrow Agent of confirmation from MCE’s bank that it has wired the Purchase Price (as defined in the Cyber One SPA) to East Asia and MCE’s bank must be authorized to provide such confirmation without further action by MCE.

2.7 Instruction to BVI Counsel

(a) Prior to or simultaneously with the deposit of funds into escrow as provided in clause 2.6, each of New Cotai and MCE Cotai must deliver to the Designated BVI Counsel:

(i) copies of the:

(A) BVI Shareholders’ Resolution;

(B) Letter of Instruction; and

(C) Amended and Restated Memorandum and Articles of Association,

in the case of the BVI Shareholders’ Resolution and Letter of Instruction, executed by each of the parties to those documents; and

(ii) irrevocable instructions to it to instruct the Registered Agent to file with the British Virgin Island’s Registrar of Corporate Affairs at the Effective Time the Amended and Restated Memorandum and Articles of Association.

(b) If, for whatever reason, the Effective Time has not occurred on or before the Long Stop Date, the BVI Counsel is authorised to destroy the documents provided to them under clause 2.7(a) held by them at any time after the Long Stop Date.

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2.8 Notifications

The parties agree that:

(a) the first representative of MCE for the purposes of clause 7.3 of the Shareholders’ Agreement will be the person notified by MCE to the Company on or about the Effective Time;

(b) the first MCE Valuation Expert will be the person notified by MCE to the Company on or about the Effective Time; and

(c) the first Minority Shareholder Valuation Expert will be the person notified by New Cotai Holdings to the Company on or about the Effective Time.

2.9 Financing structure

The parties agree that they will work with each other in good faith to develop and implement a restructure plan for the Group (which may include the incorporation of one or more parent entities of the Company) for the purposes of facilitating the financing of the Group.

3 Completion of the Cyber One Sale and Termination

3.1 Cyber One Sale Agreement

Prior to the date of this document, MCE has delivered to the New Cotai Parties a complete and accurate copy of the Cyber One Sale Agreement.

3.2 Notification

(a) MCE must notify each of the New Cotai Parties promptly upon becoming aware of the satisfaction of all conditions to completion in the Cyber One Sale Agreement and, in any event, not less than five Business Days before the Cyber One Completion is proposed to occur, which notification must include the proposed place, date and time of the Cyber One Completion.

(b) If, for any reason, Cyber One Completion does not occur on the date notified in clause 3.1(a), (or subsequently notified under this clause 3.1(b)), MCE must promptly notify the New Cotai Parties of that fact and notify the New Cotai Parties of the proposed new place, date and time of Cyber One Completion at least five Business Days before such revised Cyber One Completion place, date or time.

(c) MCE must notify the New Cotai Parties as soon as practicable:

(i) upon receipt of any notice under clause 3.4 or clause 3.6 of the Cyber One Sale Agreement;

(ii) of any amendment or waiver of any provision of the Cyber One Sale Agreement (including a reasonably detailed description thereof); and

(iii) if the Cyber One Sale Agreement has been terminated or has, to the knowledge of MCE, become void for any reason, or if any party thereto alleges that the Cyber One Sale Agreement has been terminated or has become void for any reason.

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(d) MCE must notify the New Cotai Parties that Cyber One Completion has occurred immediately upon the occurrence of such event.

(e) Despite anything to the contrary in this clause 3.2, the date of Cyber One Completion shall not be later than the Long Stop Date.

3.3 Termination

This document may be terminated with immediate effect:

(a) at any time prior to the Effective Time by mutual written consent of all the parties hereto; or

(b) by any party by notice to the other parties if the Cyber One Sale Agreement is terminated for any reason or the Cyber One Completion does not occur on or before the Long Stop Date.

3.4 Remedies

If this document is terminated under clause 3.3, each party is released from all its obligations under this document other than clauses 9, 10, 11, and 12, which shall survive termination, and except for liability in respect of any breach occurring prior to termination.

3.5 Cyber One Completion

(a) Following satisfaction of the conditions to completion set out in the Cyber One Sale Agreement as in effect on the date of this document, MCE must perform all of its obligations that it is required to perform thereunder to cause the Cyber One Completion to occur, including payment to East Asia of the Purchase Price as defined therein.

(b) MCE must not waive any conditions to completion in the Cyber One Sale Agreement or otherwise agree to make any material amendments thereto or any amendments that are materially adverse to the rights of the New Cotai Parties under this document as at the Effective Time, in each case without the prior written consent of the New Cotai Parties.

4 At the Effective Time

4.1 New Cotai Sale

(a) At the Effective Time, New Cotai Holdings must transfer the Sale Securities to the Company, or a subsidiary of the Company that has been mutually agreed by the parties prior to the Effective Time, for nil additional consideration.

(b) The transfer of the Sale Units shall be made by means of the release and deemed effectiveness of the New Cotai Entertainment Sale Agreement as provided in clause 4.5.

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(c) The transfer of the Sale Shares shall be made by means of the execution of the New Cotai Entertainment Macau Sale Agreement by each of the parties to that document before a Macau Notary.

(d) New Cotai must deliver to MCE at least three Business Days before the proposed date of Cyber One Completion as notified by MCE under clause 3.1(a) (or subsequently notified under clause 3.1(b)), those items set out in schedule 4 duly executed by each person that is a party to them.

4.2 Common obligations

At the Effective Time MCE Cotai and New Cotai must together procure that the Company:

(a) executes and delivers to each party to that document, the Shareholders’ Agreement and the New Cotai Entertainment Sale Agreement;

(b) executes and delivers the New Cotai Entertainment Macau Sale Agreement, to each of the parties to that document;

(c) and Cyber Neighbour enter into documents set out in annexure J and annexure K and file such documents with the relevant Governmental Agencies, as applicable;

(d) executes and delivers the Registration Rights Agreement to New Cotai;

(e) executes and delivers the Commitment Letters to each party to those documents;

(f) adopts, immediately after the Effective Time, the Policy on Related Party Transactions;

(g) registers MCE Cotai in the register of members of the Company as the holder of the shares purchased by it under the Cyber One Sale Agreement and issues new share certificates for those shares; and

(h) updates the register of directors of the Company to reflect clause 4.6.

4.3 MCE and MCE Cotai obligations

At the Effective Time:

(a) MCE Cotai must contribute the amount of the East Asia Loan to the surplus of the Company by surrendering the instrument evidencing the East Asia Loan to the Company; and

(b) MCE must execute and deliver to the Company the MCE Commitment Letter.

4.4 New Cotai Parties’ obligations

At the Effective Time:

(a) New Cotai must execute and deliver to each party to that document, the Registration Rights Agreement;

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(b) New Cotai must contribute the amount of the Shareholder Loan to the surplus of the Company by surrendering the instrument evidencing the Shareholder Loan to the Company;

(c) New Cotai Holdings must execute and deliver, and procure that New Cotai Entertainment executes and delivers, to each of the parties to that document, the New Cotai Entertainment Macau Sale Agreement;

(d) New Cotai Holdings must, and must procure New Cotai Management must, assign all of their respective rights, title and interest in the Intercompany Loans to the Company, free of all Encumbrances and other third party rights;

(e) New Cotai Holdings must deliver to New Cotai Entertainment Macau (with a copy to MCE) resignation letters from each of David Friedman and Walt Power duly executed by them resigning their employment with New Cotai Entertainment Macau with effect on or before the Effective Time and releases duly executed by each of those persons releasing each New Cotai Group Company from all claims they have or may have against it, in each case pursuant to and on terms set out in employment separation agreements in the form provided to MCE prior to the date hereof. In addition, New Cotai Holdings must deliver to MCE evidence, in a form reasonably acceptable to MCE, that all amounts owed to each of those persons by any New Cotai Group Company have been paid in full by or on behalf of that New Cotai Group Company (other than amounts owed by New Cotai Holdings to each of David Friedman and Walt Power and which are payable by New Cotai Holdings to each of them in accordance with the terms of their employment separation agreements);

(f) New Cotai must procure the New Cotai Commitment Letters are duly executed by each of the parties to them and delivered to the Company; and

(g) New Cotai must deliver to MCE (with a copy to the Company):

(i) a written resolution of the shareholders of the Company in the form annexed to Annexure C of the Mutual Waiver and Consent Agreement duly executed by New Cotai only; and

(ii) a written resolution of the board of directors of the Company in the form annexed to Annexure D of the Mutual Waiver and Consent Agreement signed by each of the directors of the Company appointed by New Cotai and its Affiliates only.

4.5 Release or destruction of Escrowed Agreements

(a) At the Effective Time, the Escrowed Agreements shall be deemed to be executed, delivered and dated the date on which the Effective Time has occurred without further action by any party hereto or thereto and the Designated Escrow Counsel shall be authorized to write such date into the Escrowed Agreements and release them to the applicable parties to such agreements.

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(b) If, for whatever reason, the Effective Time has not occurred on or before the Long Stop Date or this document is otherwise terminated under clause 3.3, each of the parties’ Designated Escrow Counsel is authorised to destroy the Escrowed Agreements held by them at any time after the Long Stop Date.

4.6 Appointment of Directors

(a) Effective as of the Effective Time, MCE Cotai and New Cotai must appoint their respective Directors to the Board in accordance with the Shareholders’ Agreement, being in the case of:

(i) MCE Cotai - Lawrence Yau Lung Ho, Clarence Yuk Man Chung and Todd Nisbet; and

(ii) New Cotai - Thomas Banks and Melissa Obegi.

(b) At the Effective Time, New Cotai Holdings must cause Thomas Banks and MCE must cause Lawrence Yau Lung Ho and Clarence Yuk Man Chung to execute (in each case) a consent to act as a director of New Cotai Entertainment Macau in the form set out in annexure I and deliver that duly executed consent to New Cotai Entertainment Macau.

(c) New Cotai must procure that each of the directors appointed by it to the boards of each Cyber One Group Company prior to the Effective Time (other than those Directors appointed by clause 4.6(a)) resign or are terminated effective on the Effective Time and each of those directors release each Cyber One Group Company from all claims they have or may have against each such company in connection with their appointment, resignation, or otherwise.

4.7 Other obligations

At the Effective Time, New Cotai Holdings must cause all of the Books and Records of each New Cotai Group Company which are in the possession of New Cotai Holdings or its Affiliates (other than the New Cotai Group Companies), to be delivered to New Cotai Entertainment.

4.8 Interdependence of obligations

(a) The obligations of the parties at the Effective Time are interdependent.

(b) All actions at the Effective Time will be deemed to take place simultaneously and no delivery or payment at the Effective Time will be deemed to have been made until all such deliveries and payments have been made.

5 Access and accounts

5.1 Cyber One Group

(a) On and prior to the Effective Time, New Cotai must not cause or take any action to permit any Cyber One Group Company to take, and must decline to take actions that, individually or together with actions of the other shareholder of Cyber One would cause to occur, any of the acts set out in schedule 6 other than in connection with this document and the transactions contemplated hereby (including the transactions contemplated by the Cyber One Sale Agreement) without the prior written consent of MCE (not to be unreasonably withheld, conditioned or delayed).

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(b) New Cotai must, to the extent it is able to do so, provide MCE, its officers, employees and agents on reasonable notice and at reasonable times with access to each Cyber One Group Company, its directors, officers and employees, and any information MCE reasonably requests in relation to the Cyber One Group and its business.

5.2 New Cotai Group

New Cotai Holdings must use its commercially reasonable endeavours to procure that on and prior to the Effective Time each New Cotai Group Company:

(a) carries on its business in the ordinary and normal course;

(b) does not do any of the acts set out in schedule 6 other than in connection with this document and the transactions contemplated hereby (including, without limitation, the transactions contemplated by the Cyber One Sale Agreement) without the prior written consent of MCE (not to be unreasonably withheld, conditioned or delayed); and

(c) provides MCE, its officers, employees and agents on reasonable notice and at reasonable times with access to each New Cotai Group Company, its directors, officers and employees and any information MCE reasonably requests in relation to the New Cotai Group and its business.

5.3 Management Accounts

(a) The New Cotai Parties have on or before the date of this document provided to MCE, Management Accounts for the period from 1 January 2011 to 31 March 2011.

(b) The New Cotai Parties shall use their commercially reasonable endeavours to procure that on or before Cyber One Completion, the Company prepares and provides to MCE, Management Accounts for the period from 1 April 2011 to the last day of any calendar month falling no less than 10 Business Days and no more than 25 Business Days prior to the Cyber One Completion.

(c) The New Cotai Parties must use commercially reasonable endeavours to procure that the Company provides to MCE on Cyber One Completion copies of the bank statements for the Cyber One Group for the period 1 January 2011 to the Cyber One Completion.

(d) The MCE Group Companies acknowledge and agree that the New Cotai Parties shall have no liability or obligation whatsoever to the MCE Group Companies with respect to the contents of the Management Accounts or bank statements provided to MCE under this clause 5.3 or the accuracy thereof.

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6 Consideration

6.1 Payment

(a) In consideration for the transactions contemplated by this document, including the New Cotai Sale, MCE agrees to pay to New Cotai Holdings US$100 million as follows:

(i) US$50 million to be disbursed at the Effective Time from the cash escrow as provided in clause 2.6;

(ii) subject to clauses 6.2 and 6.3, US$25 million on the date 12 months after the Effective Time; and

(iii) subject to clause 6.2, US$25 million on the date that is two years after the Effective Time.

(b) All amounts in clause 6.1(a)(ii) and (iii) must be paid by MCE in immediately available funds by wire transfer to an account that has been notified by New Cotai Holdings to MCE at least three Business Days prior to the applicable payment date.

6.2 Set-off

(a) If prior to the date of payment of an amount under clause 6.1(a)(ii) or 6.1(a)(iii) a Relevant Claim is made by MCE or MCE Cotai and that Relevant Claim becomes a Settled Sum that is unpaid, then the amount payable under those clauses will be reduced by the amount of the Settled Sum, firstly by reducing the amount payable under clause 6.1(a)(ii) and if the amount of the Settled Sum exceeds the amount payable under that clause, then clause 6.1(a)(iii).

(b) Subject to the limitations set out in paragraph 2 of Schedule 7, Clause 6.2(a) is without prejudice to any rights that MCE and MCE Cotai have under this document at law or in equity with respect to any amount of a Settled Sum that remains unpaid after application of amounts otherwise payable under clauses 6.1(a)(ii) and 6.1(a)(iii) as provided in clause 6.2(a) (as applicable).

6.3 Compliance with obligations

If the Minority Shareholders have not in the aggregate complied in all material respects with their obligations under clause 9.3 of the Shareholders’ Agreement on or before the date 12 months after the Effective Time, and if such failure to comply materially and adversely affects the receipt of an amendment to the Land Grant, consistent in all material respects with the development of the MSC Property as set out in the Project Plan, then the payment under clause 6.1(a)(iii) may be deferred by MCE until two Business Days after the date of publication of such Land Grant amendment in the Macau Official Gazette, if later.

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6.4 Survival

The provisions of this clause 6 shall survive completion of the New Cotai Sale.

7 After the Effective Time

7.1 Services agreement

As part of the services agreement referred to in clause 13.1(b) of the Shareholders’ Agreement, the parties agree to procure that the Company will agree to reimburse MCE (for the benefit of the Specified Affiliate) for all costs borne by the Specified Affiliate in respect of Senior Managers under and as defined in the Facility Operations Agreement.

7.2 Conflicts Committee

The parties agree that they will use commercially reasonable endeavours to procure that, as soon as practicable after the Effective Time, the Company:

(a) establishes a Conflicts Committee; and

(b) adopts a Conflicts Committee Charter.

7.3 Joint Venture companies

The parties agree that, if necessary and to the extent that each is able, they shall:

(a) co-operate in taking all steps necessary to cause the Joint Venture Companies (as defined in the Settlement Deed) to send the letters and file the consent orders referred to in clause 2 and annexures A to E of the Settlement Deed; and

(b) undertake all other actions as are reasonably necessary to implement the stays and/or dismissal of the Proceedings and Appeals (as defined in the Settlement Deed) as envisaged in clause 2 of the Settlement Deed.

7.4 Survival

The provisions of this clause 7 shall survive completion of the New Cotai Sale.

8 Warranties

8.1 Common Warranties

(a) Each of the parties hereto represents and warrants to each of the other parties hereto that each of the Common Warranties is, as it relates to that party, true and accurate as at the date of this document and true and correct in all respects at the Effective Time (or if made as of another specified date, as of such date).

(b) The Common Warranties made by the New Cotai Parties are qualified by the matters set out in the Common Warranties Disclosure Annex.

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8.2 New Cotai Group Warranties

(a) New Cotai Holdings represents and warrants to MCE and MCE Cotai that each of the New Cotai Group Warranties is true and accurate as at the date of this document and true and correct in all respects at the Effective Time (or if made as of another specified date, as of such date).

(b) New Cotai Holdings acknowledges that it has given the New Cotai Group Warranties to MCE and MCE Cotai with the intention of inducing them to enter into this document and that MCE and MCE Cotai have entered into this document on the basis of, and in reliance on (among other things), the New Cotai Group Warranties.

(c) The New Cotai Group Warranties (other than the Fundamental Warranties) are qualified by the facts and circumstances contained in this document and in the Disclosure Materials. The Fundamental Warranties are qualified by the matters set out in the Fundamental Warranties Disclosure Annex.

(d) MCE and MCE Cotai acknowledge and agree that New Cotai Holdings gives no warranty, representation or undertaking as to (i) the accuracy of any of the forecasts, estimates, projections, or statements of opinion provided by or on behalf of New Cotai Holdings or any of its advisers, representatives or agents to MCE or MCE Cotai or any of their advisers, representatives or agents, (ii) with respect to any Cyber One Group Company, except the Cyber One Warranties, or (iii) with respect to any other matter, except to the extent expressly set forth herein.

(e) Where a Warranty made by any New Cotai Party is qualified by the expression “to the knowledge of the New Cotai Parties” or similar expression, the New Cotai Parties agree that the New Cotai Parties’ knowledge is after making reasonable inquiries of, and includes the knowledge of, the present Chief Executive Officer of New Cotai Holdings, the present Chief Financial Officer of New Cotai Holdings, and the present Chief Legal Officer of New Cotai Holdings.

8.3 Cyber One Warranties

(a) New Cotai represents and warrants to MCE and MCE Cotai that each of the Cyber One Warranties is true and accurate as at the date of this document and true and correct in all material respects at the Effective Time (or if made as of another specified date, as of such date).

(b) New Cotai acknowledges that it has given the Cyber One Warranties to MCE and MCE Cotai with the intention of inducing them to enter into this document and that MCE and MCE Cotai have entered into this document on the basis of, and in reliance on (among other things), the Cyber One Warranties.

(c) The Cyber One Warranties are qualified by the matters set out in the Cyber One Warranties Disclosure Annex.

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8.4 MCE Warranties

(a) MCE and MCE Cotai represent and warrant to the New Cotai Parties that each of the MCE Warranties is true and accurate as at the date of this document and true and correct in all respects at the Effective Time.

(b) MCE acknowledges that it has given the MCE Warranties to the New Cotai Parties with the intention of inducing them to enter into this document and that the New Cotai Parties have entered into this document on the basis of, and in reliance on (among other things), the MCE Warranties.

(c) MCE and MCE Cotai will not be liable in respect of a Relevant Claim for a breach of Warranty unless notice in accordance with clause 8.5(b) is provided by New Cotai Holdings or New Cotai within 18 months after the Effective Time.

(d) The maximum aggregate liability of MCE and MCE Cotai for all Losses in respect of Relevant Claims for a breach of Warranty, and any other Losses incurred by New Cotai or New Cotai Holdings hereunder for breach by MCE and MCE Cotai, is limited to $100,000,000 (in aggregate).

(e) If the same fact, matter, event or circumstance gives rise to more than one Relevant Claim for a breach of Warranty, New Cotai Holdings and New Cotai shall not be entitled to recover more than once in respect of such fact, matter, event or circumstance.

(f) MCE and MCE Cotai will not be liable for a Relevant Claim for a breach of Warranty to the extent that the fact, matter, event or circumstance giving rise to such Relevant Claim is remediable and is remedied to the reasonable satisfaction of New Cotai Holdings or New Cotai by or at the expense of MCE or MCE Cotai within 15 Business Days of the date on which notice is given under clause 8.4(c).

(g) Nothing in this clause 8.4 shall have the effect of limiting or restricting any liability of MCE or MCE Cotai in respect of a Relevant Claim for a breach of Warranty arising as a result of any fraud.

8.5 Limitations

(a) New Cotai Holdings’ and New Cotai’s liability for Relevant Claims is limited or excluded, as the case may be, as set out in schedule 7.

(b) Any notice given by any party of the existence of a Relevant Claim or any other Loss incurred by such party hereunder as a result of a breach by the other party must be delivered within 30 days upon becoming aware of such Relevant Claim or other Loss and must specify in reasonable details the subject matter and basis of the claim and the nature and extent of the alleged Losses.

(c) Each of the Warranties is to be interpreted independently and (unless this document expressly states otherwise) is not limited by any other provision of this document or any of the other Transaction Documents.

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(d) The parties agree that in determining any Loss suffered by any party hereto, no party shall be entitled to any damages with respect to any consequential, special, indirect, incidental, punitive or exemplary damages, for diminution in value or lost profits or any damages measured by lost profits or a multiple of earnings.

(e) Despite clause 8.5(d), the parties acknowledge that a breach of a Warranty may not result in any Losses being incurred directly by a party, but rather such party may suffer such Losses indirectly as a holder of shares in the Company and nonetheless shall be entitled to recover for such Losses subject to the limitations set out in this document and after taking into account the size (expressed as a percentage) of such indirect interest from time to time.

8.6 Disclosure Materials

MCE and MCE Cotai acknowledge and agree that New Cotai Holdings shall not be in breach and, thus, MCE and MCE Cotai shall not make a Relevant Claim for breach of (a) the New Cotai Group Warranties (other than the Fundamental Warranties) in respect of, any fact, matter or circumstance to the extent it has been disclosed in the Disclosure Materials, (b) the Fundamental Warranties in respect of, any fact, matter or circumstance to the extent it has been disclosed in the Fundamental Warranties Disclosure Annex, (c) the Common Warranties made by the New Cotai Parties in respect of, any fact, matter or circumstance to the extent it has been disclosed in the Common Warranties Disclosure Annex, or (d) the Cyber One Warranties in respect of, any fact, matter or circumstance to the extent it has been disclosed in the Cyber One Warranties Disclosure Annex, if in each case it is reasonably apparent that such disclosure qualifies the Warranty in which a breach is asserted.

9 Notices

9.1 General

A notice, demand, certification, process or other communication relating to this document must be in writing in English and may be given by an agent of the sender.

9.2 How to give a communication

A communication shall be given by being:

(a) personally delivered;

(b) left at the party’s current delivery address for notices;

(c) sent to the party’s current postal address for notices by reputable international delivery service for delivery within five days; or

(d) sent by fax to the party’s current fax number for notices, provided that any communication hereunder may also be sent by e-mail (which shall not constitute notice except for the purposes of clause 3.1(a) (only)).

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9.3 Particulars for delivery of notices

(a) The particulars for delivery of notices for each party, including such party’s (i) delivery address for notices, (ii) postal address for notices (if different than delivery address), (iii) facsimile number for notices, (iv) e-mail address for notices, and (v) designated person of office to whom notices are to be addressed, are as follows:

Melco Crown Entertainment Limited

36/F, The Centrium

60 Wyndham Street

Central

Hong Kong;

facsimile number: +852-2537-3618

e-mail address: scheung@melco-crown.com

attention: Chief Legal Officer

with copy to (which copy will not constitute notice for the purposes of this clause 9)

Corrs Chamber Westgarth

Level 36, Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

facsimile number: +612 9210 6611

e-mail address: iain.laughland@corrs.com.au

attention: Iain Laughland

MCE Cotai Investments Limited

36/F, The Centrium

60 Wyndham Street

Central

Hong Kong;

facsimile number: +852-2537-3618

e-mail address: scheung@melco-crown.com

attention: Chief Legal Officer

with copy to (which copy will not constitute notice for the purposes of this clause 9)

Corrs Chamber Westgarth

Level 36, Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

facsimile number: +612 9210 6611

e-mail address: iain.laughland@corrs.com.au

attention: Iain Laughland

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New Cotai, LLC

c/o New Cotai Holdings, LLC

Two Greenwich Plaza

Greenwich, Connecticut 06830

United States of America

facsimile number: +1 (203) 542-4308

e-mail address: ffogel@silverpointcapital.com

attention Frederick Fogel

with copy to (which copy will not constitute notice for the purposes of this clause 9)

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue, Suite 3400

Los Angeles, California 90071-3144

facsimile number: + 1 213 621 5288

email address: jeffrey.cohen@skadden.com

attention: Jeffrey Cohen

New Cotai Holdings, LLC

Two Greenwich Plaza

Greenwich, Connecticut 06830

United States of America

facsimile number: +1 (203) 542-4308

e-mail address: ffogel@silverpointcapital.com

attention Frederick Fogel

with copy to (which copy will not constitute notice for the purposes of this clause 9)

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue, Suite 3400

Los Angeles, California 90071-3144

facsimile number: + 1 213 621 5288

email address: jeffrey.cohen@skadden.com

attention: Jeffrey Cohen

(b) Each party may change its particulars for delivery of notices by notice to each other party.

9.4 Communications by post

Subject to clause 9.7, a communication is deemed given five days after being sent under clause 9.2(c).

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9.5 Communications by fax

Subject to clause 9.7, a communication is deemed given if sent by fax, when the sender’s fax machine produces a report that the fax was sent in full to the addressee. That report is conclusive evidence that the addressee received the fax in full at the time indicated on that report.

9.6 Communication by email

Subject to clause 9.7, if a communication is emailed, a delivery confirmation report received by the sender, which records the time that the email was delivered to the addressee’s last notified email address is prima facie evidence of its receipt by the addressee, unless the sender receives a delivery failure notification, indicating that the electronic mail has not been delivered to the addressee.

9.7 After hours communications

If a communication is given:

(a) after 5.00pm in the place of receipt; or

(b) on a day which is a Saturday, Sunday or bank or public holiday in the place of receipt,

it is taken as having been given at 9.00am on the next day which is not a Saturday, Sunday or bank or public holiday in that place.

9.8 Receipt of Notice

A notice, demand, certification, process or other communication relating to this document shall be deemed received when it is deemed given hereunder.

10 Duties, costs and expenses

10.1 Fees and costs

Except as otherwise expressly stated in this document or any other Transaction Document, each party must pay its own legal and other costs and expenses incurred by such party in negotiating, preparing, executing and registering this document and the other Transaction Documents.

10.2 Duties

The parties shall procure that, after the Effective Time, the Company pay on behalf of its shareholders, or reimburse them if they are required to pay, all Duty, if any, (including any fine or penalty except where it arises from default by another party) on or relating to this document, any document executed under it or any dutiable transaction evidenced or effected by it.

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10.3 MCE expenses

After the date hereof, MCE may incur, in anticipation of the Effective Time, certain out-of-pocket costs and expenses in relation to the MSC Project and that will be for the benefit of the MSC Project upon completion (Pre-Closing Costs). Pre-Closing Costs may include, among other things, costs of employing certain persons and contractors to, among other things, review design consultancy contracts. Following the Effective Time (but not sooner than amounts are distributed to New Cotai Holdings under clause 10.4), Pre- Closing Costs incurred by MCE, not to exceed US$5 million in aggregate, shall be reimbursed by the Cyber One Group to MCE. If this Agreement is terminated, New Cotai agrees to pay to MCE, promptly following request and reasonable documentation, 40% of the Pre-Closing Costs incurred by MCE up to a maximum of US$2 million.

10.4 New Cotai reimbursement

(a) New Cotai Holdings confirms it has incurred certain costs in connection with the transactions contemplated by this document.

(b) Within ten Business Days following the Effective Time, MCE Cotai and New Cotai must procure that Cyber One distribute to New Cotai Holdings US$10 million to permit New Cotai Holdings to defray the costs referred to in clause 10.4(a).

11 Confidentiality

11.1 Confidentiality obligation

Subject to clause 11.2, each party must treat as confidential, and keep confidential and not disclose, and not permit any of its Affiliates to disclose, any Confidential Information provided to it by, or on behalf of, any other party and must:

(a) use its commercially reasonable endeavours to protect the confidentiality of the Confidential Information; and

(b) subject to clause 11.4, not make any press or other announcements relating to Confidential Information.

11.2 Permitted disclosures

No party may disclose Confidential Information provided to it by any other party other than:

(a) subject to clause 11.3, to its officers, managers, employees, directors (or equivalent), financial, legal, accounting or valuation advisers, or lenders;

(b) subject to clause 11.3, with the prior written consent of the other parties; and

(c) to the extent:

(i) required by:

(A) Law;

(B) the rules of any stock exchange; or

(C) any applicable accounting standards; or

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(ii) ordered by any court; or

(iii) reasonably necessary in connection with the exercise of any remedy hereunder,

having, to the extent practicable, except in the case of (c)(iii), consulted with the other party with a view to agreeing upon the form, content, timing and manner of disclosure, and to the maximum extent possible claimed any rights of confidentiality that it might be afforded under such laws, rules, standards or court orders.

11.3 Disclosure to other persons

If a party discloses Confidential Information it must use commercially reasonable endeavours to ensure that no person to whom it disclosed that Confidentiality Information discloses it to any other person, except as permitted hereby.

11.4 Announcement

Subject to clause 11.2, none of the parties may, before or after the Effective Time, make or issue a public announcement, communication or circular concerning the transactions referred to in this document unless it has first obtained the other parties’ written consent, which may not be unreasonably withheld, delayed or conditioned.

12 General

12.1 Obligation to procure

(a) Where any obligation is required to be performed by MCE Cotai under this document, MCE must procure that MCE Cotai performs the relevant obligation on or before the time required for performance.

(b) Where any obligation is required to be performed by New Cotai under this document, New Cotai Holdings must procure that New Cotai performs the relevant obligation on or before the time required for performance.

12.2 Liability

Any obligation imposed under this document:

(a) on the New Cotai Parties is imposed on those parties jointly and not severally; and

(b) any obligation imposed under this document on MCE and MCE Cotai is imposed on those parties jointly and not severally.

12.3 Amendment

No amendment to this document will be effective unless it is in writing and signed by each of the parties hereto.

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12.4 Counterparts

This document may consist of a number of counterparts and if so the counterparts taken together constitute one document.

12.5 Assignment

(a) Except to the extent expressly permitted under this document, a party must not assign, charge, declare a trust over or otherwise deal with any right under this document without the prior written consent of the other parties.

(b) Any purported assignment, charge, declaration of trust or dealing in breach of this clause 12.5 is of no effect.

12.6 Entire understanding

(a) This document together with the other Transaction Documents constitutes the entire understanding between the parties as to the subject matter of this document.

(b) All previous negotiations, understandings, representations, warranties, memoranda or commitments concerning the subject matter of this document are superseded by this document and are of no effect. No party is liable to any other party in respect of those matters.

(c) No oral explanation or information provided by any party to another:

(i) affects the meaning or interpretation of this document; or

(ii) constitutes any collateral agreement, warranty or understanding between any of the parties.

12.7 Further steps

Each party must promptly do whatever any other party reasonably requires of it to give effect to this document (including voting their Securities in favour of any resolution).

12.8 Attorneys

Each of the attorneys executing this document declares that the attorney has no notice of the revocation of the power of attorney under which the attorney executes this document.

12.9 Relationship of parties

This document is not intended to create a partnership, joint venture, fiduciary or agency relationship between the parties.

12.10 Rights cumulative

Except as otherwise expressly stated in this document, the rights of a party under this document are cumulative and are in addition to any other rights of that party.

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12.11 Waiver and exercise of rights

(a) A single or partial exercise or waiver by a party of a right relating to this document does not prevent any other exercise of that right or the exercise of any other right.

(b) A party is not liable for any loss, cost or expense of any other party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.

(c) A right relating to this document may only be waived in writing signed by the party or parties waiving the right.

12.12 Consent

Unless this document expressly provides otherwise, a party may give conditionally or unconditionally or withhold its approval or consent in its absolute discretion.

12.13 Equitable relief

The parties acknowledge that a party is entitled to specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach by a party of this document, in addition to any other remedies available to them at law or in equity.

12.14 Governing law and dispute resolution

(a) This document is governed by and is to be construed in accordance with the laws applicable in Hong Kong.

(b) If a dispute (Dispute) arises out of or relates to this document (including any dispute as to the existence, breach or termination of this document or as to any claim in tort, in equity or pursuant to any statute) a party to the document may only commence arbitration proceedings relating to the Dispute if the procedures set out in clauses 12.14(c) to 12.14(i) have been fulfilled.

(c) A party to this document claiming the Dispute has arisen under or in relation to this document must give written notice (Dispute Notice) to the other parties to the Dispute specifying the nature of the Dispute.

(d) On receipt of that notice by the other parties, all the parties to the Dispute (Disputing Parties) must endeavour in good faith to resolve the Dispute expeditiously using informal dispute resolution techniques such as mediation, expert evaluation or determination or similar techniques agreed by them.

(e) If the Disputing Parties do not resolve the Dispute within 28 days of receipt of the Dispute Notice the Dispute shall be determined by way of arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce in force on the date when the notice of arbitration is submitted in accordance with these rules.

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(f) The number of arbitrators shall be three and the nationality or residence of the chairman of the arbitral tribunal shall not be the United States, Hong Kong or Macau.

(g) The arbitral proceedings shall be conducted in the English language and the place of arbitration shall be Hong Kong.

(h) By agreeing to arbitration pursuant to clause 12.14(e), the parties do not intend to deprive any court of its jurisdiction to issue an interim injunction or other interim relief in aid of the arbitration proceedings, provided that the parties agree that they may seek only such relief as is consistent with their agreement to resolve the Dispute by way of arbitration. Without prejudice to such relief that may be granted by a national court, the arbitral tribunal shall have full authority to grant interim or provisional remedies or to order a party to seek modification or vacation of the relief granted by a national court. For purposes of this clause 12.14(h), the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Hong Kong and any courts which have jurisdiction to hear appeals from those courts and waive any right to object to any proceedings being brought in those courts.

(i) Any dispute that arises under this document must be resolved in accordance with this clause 12.14.

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Executed as an agreement SIGNED by	)
Lawrence Ho	)
for and on behalf of	)
MCE COTAI INVESTMENTS LIMITED	)	/s/ Lawrence Ho
as its authorised representative	)
with authority from the board	)
in the presence of:
		Authorised Representative
Pamela Yeung
Name of witness: Pamela Yeung
Title of witness: Executive Assistant
SIGNED by	)
Lawrence Ho	)
for and on behalf of	)
MELCO CROWN ENTERTAINMENT LIMITED	)	/s/ Lawrence Ho
as its authorised representative	)
with authority from the board	)
in the presence of:
		Authorised Representative
Pamela Yeung
Name of witness: Pamela Yeung
Title of witness: Executive Assistant

Signature Pages of the Implementation Agreement

SIGNED by	)
Thomas R. Banks	)
for and on behalf of	)	/s/ Thomas R. Banks
NEW COTAI, LLC	)
as its authorised representative	)
with authority from the board	)
in the presence of:
		Authorised Representative
Karla Beauregard
Name of witness: Karla Beauregard
Title of witness: Administrative Assistant
SIGNED by	)
Thomas R. Banks	)
for and on behalf of	)	/s/ Thomas R. Banks
NEW COTAI HOLDINGS, LLC	)
as its authorised representative	)
with authority from the board	)
in the presence of:
		Authorised Representative
Karla Beauregard
Name of witness: Karla Beauregard
Title of witness: Administrative Assistant

Signature Pages of the Implementation Agreement

Schedule 1

Common Warranties

1 Capacity and authority

(a) It has full corporate or limited liability company power and authority to enter into this document and has taken all necessary action to authorise the execution, delivery and performance of this document in accordance with its terms.

(b) This document constitutes the legally valid and binding obligations of the party enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights’ generally and by general principals of equity (regardless of whether enforcement is sought at a proceeding at law or in equity).

(c) The execution, delivery and performance by the party of this document will not violate any provision of:

(i) any Law or any order or decree of any Governmental Agency or any state or territory or relevant jurisdiction to which the party is subject;

(ii) the constitution of the party or equivalent constituent documents; or

(iii) any other document which is binding on the party and does not and will not result in the creation or imposition of any Encumbrance or restriction of any nature over any of its assets or the acceleration of the date of payment of any obligation existing under any Encumbrance or other document which is binding on the party;

except in the case of clauses (c)(i) and (c)(iii) for any violations that are not material.

(d) The party is duly formed, incorporated or organised and subsisting under the laws of its place of formation, incorporation or organisation, as applicable.

(e) The party is duly registered and authorised to do business in those jurisdictions which, by the nature of its business, makes registration or authorisation necessary, except where the failure to be so registered in any such jurisdiction (individually or in aggregate) is not material.

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2 Solvency

No corporate action, legal proceedings or other procedure or step has been taken in relation to:

(a) the suspension of payments, a moratorium of any indebtedness, winding up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the party;

(b) a composition, compromise, assignment or arrangement generally with any creditor of the party;

(c) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of the party or its assets; or

(d) or any analogous procedure or step in any jurisdiction;

except that, in certain circumstances following the Effective Time, New Cotai Holdings may be required to liquidate its assets and distribute them to its members under the terms of its Limited Liability Company Agreement as it is in effect as at the date of this document.

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Schedule 2

Cyber One Warranties

1 Securities

(a) New Cotai is the sole legal and beneficial owner of the Cyber One Shares free from all Encumbrances.

(b) To the knowledge of the New Cotai Parties, the Cyber One Shares comprise forty percent of the Company’s allotted and issued shares and are fully paid or credited as fully paid.

(c) Except as set forth in the 2006 JV Agreement (which will be terminated by operation of the Settlement Deed) and the Memorandum and Articles of Association of the Company (which will be amended and restated immediately after the Effective Time as provided in this document), there are no options, agreements, or understandings (whether exercisable now or in the future and whether contingent or otherwise) which entitle or may entitle any person to call for the purchase or transfer of any of the Cyber One Shares.

(d) Except as set forth in the 2006 JV Agreement (which will be terminated by operation of the Settlement Deed) and the Memorandum and Articles of Association of the Company (which will be amended and restated immediately after the Effective Time as provided in this document), none of the New Cotai Parties or any of their Affiliates has any right to be issued with, or call for the transfer of, any securities in any Cyber One Group Company.

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Schedule 3

New Cotai Group Warranties

1 Securities

(a) New Cotai Holdings is the sole legal and beneficial owner of the Sale Securities free of all Encumbrances (other than restrictions on transfer under applicable securities laws (if any) which do not prohibit the transactions hereunder).

(b) The Sale Units comprise all of the issued and outstanding securities of New Cotai Entertainment.

(c) The Sale Shares comprise one quota of MOP1,000 representing one percent of the issued share capital of New Cotai Entertainment Macau, and are fully paid and no money is owing in respect of them.

(d) The Sale Shares, together with the shares held by New Cotai Entertainment in New Cotai Entertainment Macau, comprise all the issued share capital of New Cotai Entertainment Macau.

(e) There are no options, agreements, or understandings (whether exercisable now or in the future and whether contingent or otherwise) which entitle or may entitle any person to call for the purchase or transfer of any of the Sale Securities or any other securities in any of the New Cotai Group Companies.

(f) None of the New Cotai Parties or any of their Affiliates has any right to be issued with, or call for the transfer of, any securities in any New Cotai Group Company.

(g) New Cotai Holdings and New Cotai Management are the legal and beneficial owners of the Intercompany Loans free of all Encumbrances and all other third party rights (including any options, agreements or understandings, whether exercisable now or in the future and whether contingent or otherwise).

2 Insolvency and Winding Up

No corporate action, legal proceedings or other procedure or step has been taken in relation to:

(a) the suspension of payments, a moratorium of any indebtedness, winding up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any New Cotai Group Company;

40

(b) a composition, compromise, assignment or arrangement generally with any creditor of any New Cotai Group Company;

(c) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of New Cotai Group Company or any of its assets; or

(d) or any analogous procedure or step in any jurisdiction,

except that, in certain circumstances following the Effective Time, New Cotai Holdings may be required to liquidate its assets and distribute them to its members under the terms of its Limited Liability Company Agreement in effect as at the date of this document.

3 Corporate information

3.1 Incorporation and existence

Each New Cotai Group Company:

(a) is duly formed or incorporated and subsisting under the laws of its place of formation or incorporation, as applicable;

(b) is duly registered and authorised to do business in those jurisdictions which, by the nature of its business, makes registration or authorisation necessary, except where the failure to be so registered or authorized in any such jurisdiction is not material to such New Cotai Group Company; and

(c) has full corporate or limited liability company power to own its assets and its business and to carry on business as it is currently conducted.

3.2 Group details

(a) The information set forth on Schedule 8 is true and complete in all material respects.

(b) No New Cotai Group Company has an interest in, or has agreed to acquire an interest in, any securities of any body corporate other than New Cotai Entertainment’s interest in New Cotai Entertainment Macau.

(c) There is no Encumbrance and there is no agreement, arrangement or obligation to create an Encumbrance in relation to any securities in any New Cotai Group Company or to issue any securities in any New Cotai Group Company.

3.3 Related Party Transactions

Other than the Intercompany Loans, the MOU (which will be terminated with effect from the Cyber One Completion) and employment-related agreements (details of which are disclosed in the Disclosure Materials), there are no agreements among any New Cotai Group Company (on one hand) and any of the New Cotai Parties, their respective Affiliates, or any of their directors, officers, employees or agents (on the other).

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3.4 Brokerage

No person is entitled to recover from New Cotai Holdings any brokerage, fee or commission in relation to this document or any transaction contemplated by this document.

4 New Cotai Accounts

4.1 New Cotai Accounts

(a) The New Cotai Accounts were prepared in accordance with GAAP, subject to the absence of footnote disclosures, and, except as described therein, have been prepared on a basis consistent in all material respects with the practices and procedures applied by New Cotai Holdings in the past three years.

(b) The New Cotai Accounts fairly present in all material respects the financial condition and operating results of each New Cotai Group Company at the relevant Accounts Date and for the period ended on the relevant Accounts Date.

(c) All the accounting records of each New Cotai Group Company are in the possession of the New Cotai Group Companies, New Cotai Holdings or New Cotai Management.

(d) As at the date of this document, the New Cotai Group has no money on deposit with financial institutions and no bank accounts.

4.2 Since the Last Accounts Date

Since the Last Accounts Date the business of each New Cotai Group Company has been carried on in the usual course (other than in connection with this document and the transactions contemplated hereby) and no New Cotai Group Company has (other than in connection with this document and the transactions contemplated hereby):

(a) acquired or disposed of, or agreed to acquire or dispose of, any material asset with a value in excess of US$50,000;

(b) assumed or incurred, or agreed to assume or incur, any material liability, expenditure or obligation in excess of US$50,000 other than expenses incurred in the ordinary course of business or in connection with the Shareholder Litigation (which, in the case of expenses incurred in connection with the Shareholder Litigation, will be satisfied and discharged in full at or prior to the Effective Time by New Cotai Holdings);

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(c) entered into any agreements or commitments having an aggregate value in excess of US$50,000; or

(d) paid any dividend or made any distribution.

5 Assets and Liabilities

5.1 Ownership

(a) All of the assets of each New Cotai Group Company reflected in the New Cotai Accounts are legally and beneficially owned by the relevant New Cotai Group Company free of all Encumbrances (other than Permitted Encumbrances).

(b) All of the assets of each New Cotai Group Company reflected in the New Cotai Accounts are fully paid for.

(c) No New Cotai Group Company has any liability under any lease, rental or occupancy agreement, instalment or conditional sale agreement or other agreement affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any of its assets.

(d) Other than this document and the other Transaction Documents, there are no options or other agreements outstanding which provide for the sale, transfer or lease to any person of or the right to require the creation of any mortgage, charge, pledge, lien or other security or encumbrance over any business or assets of any New Cotai Group Company.

5.2 Intellectual Property

(a) The Disclosure Materials contain correct and compete copies of all material agreements and material licenses under which the New Cotai Group Companies have the right to use any Intellectual Property Rights (Third Party Rights) other than Third Party Rights related to readily available commercial software.

(b) The Third Party Rights comprise all of the material Intellectual Property Rights used or required to be used in the business of the New Cotai Group as it is conducted as at the date of this document and as it is currently expected to be conducted at the Effective Time.

(c) No New Cotai Group Company:

(i) has received any notice in writing that any New Cotai Group Company is or has infringed the Intellectual Property Rights of any person; or

(ii) is, to the knowledge of the New Cotai Parties, materially infringing any of the Intellectual Property Rights of any third party.

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5.3 Indebtedness

(a) No New Cotai Group Company owes any money to, or has borrowed any money from, any person other than (i) trade creditors in the ordinary course of business, (ii) in connection with reimbursable business expenses incurred in the ordinary course of business, (iii) in connection with the Intercompany Loans (which will be assigned to the Company at the Effective Time) and (iv) in connection with the Shareholder Litigation (which will be satisfied and discharged in full at or prior to the Effective Time by New Cotai Holdings).

(b) No New Cotai Group Company has any liability to secure, or otherwise incur obligations with respect to, indebtedness of a third party.

5.4 Real Property

No New Cotai Group Company owns any real property or leases, occupies, or licences, or has entered into any agreement to lease, licence or occupy any real property other than pursuant to the Option Deed or the MOU (which will be terminated by operation of the Settlement Deed).

6 Tax

(a) The New Cotai Accounts contain adequate provision in accordance with GAAP for all taxation liable to be assessed on each New Cotai Group Company for the accounting period ended on the relevant Accounts Date and all contingent liabilities for taxation have been provided for or disclosed in the New Cotai Accounts to the extent required by GAAP.

(b) All material returns, reports and declarations (collectively, the Returns) of each New Cotai Group Company made for taxation purposes have been duly filed, and none of the Returns is subject to any dispute of any type and, to the knowledge of the New Cotai Parties, there is no matter which would reasonably be expected to result in any such dispute.

(c) Each New Cotai Group Company has paid all taxation for which it is liable on the due date for payment.

(d) New Cotai Entertainment Macau is resident for tax purposes only in the place in which it was incorporated.

(e) None of the physical register of members or unit holders (as the case may be) and the physical branch register of members/unit holders (if any) for each New Cotai Group Company has been kept in Hong Kong.

7 Material agreements

(a) The Disclosure Materials contain a true and complete copy of all material contracts to which any New Cotai Group Company is a party and which have not been fully performed at the Effective Time (Contract).

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(b) No New Cotai Group Company is in breach of any Contract, nor would it be in breach of any Contract, but for the requirements of notice or lapse of time, except for any breach that (individually or in aggregate) would not reasonably be expected to have a material adverse effect on the business, financial condition or assets of such New Cotai Group Company.

(c) No New Cotai Group Company has received any written notice which may adversely affect in any material respect any of its rights in respect of any Contract.

(d) Except for offers, tenders and quotations made in the ordinary course of business, no New Cotai Group Company has made any offers, tenders or quotations which are:

(iii) outstanding; and

(iv) capable of acceptance by a third party,

which would give rise to a contractual obligation binding on and material to the relevant company.

8 Employees

(a) No New Cotai Group Company has any employees or consultants other than David Friedman and Walter Power, whose employment terms are as set out in their respective employment agreements, which are part of the Disclosure Materials and will cease or be terminated on the Effective Time and with effect from that time no New Cotai Group Company will have any liability to any such person.

(b) There is not in existence any employment contract between a New Cotai Group Company and any person which has been terminated but which is capable of being revived or enforced or in respect of which a New Cotai Group Company has any continuing obligation.

(c) There are no amounts owing by any New Cotai Group Company to any present or former director or employee of a New Cotai Group Company and no New Cotai Group Company has incurred any liabilities arising from the termination of any employment contract or consultancy agreement, in each case, that will not be fully satisfied and discharged at the Effective Time (other than amounts owed by New Cotai Holdings to each of David Friedman and Walt Power and which are payable by New Cotai Holdings to each of them in accordance with the terms of their employment separation agreements).

(d) No New Cotai Group Company is a party to any industrial agreements with any union.

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(e) There is no existing or, to the knowledge of the New Cotai Parties, threatened claim or litigation against any New Cotai Group Company by any employee engaged by any New Cotai Group Company.

(f) Other than pursuant to legal requirements in Macau, there are no retirement benefit schemes, pension schemes or other pension arrangements (whether legally enforceable or not) relating to the employees of the New Cotai Group Companies to which contributions are made by any New Cotai Group Company.

(g) The New Cotai Group Companies are not liable to pay any pension benefit or other allowance or deferred retirement compensation to any person.

9 Permits, litigation and compliance with Law

9.1 Permits

(a) Each New Cotai Group Company has obtained and complied in all material respects with the terms of all material Permits required by it for the conduct of its activities from time to time and all such Permits in effect as of the date of this document are valid and subsisting.

(b) No New Cotai Group Company has received written notice of any breach of any material Permit, or is in breach of the material terms of any such Permits.

(c) To the knowledge of the New Cotai Parties, there are no facts or circumstances indicating that any of the material Permits held by a New Cotai Group Company would or might be revoked, suspended, cancelled, varied or not renewed.

9.2 Litigation and investigations

(a) Other than the Shareholder Litigation (which will be settled in full by operation of the Settlement Deed), no New Cotai Group Company is a party, or has during the 3 years ending on the date of this document been a party, in any claim, action, suit, litigation or arbitration proceedings.

(b) Other than the Shareholder Litigation (which will be settled in full by operation of the Settlement Deed) and any other claim, action, suit, litigation or arbitration proceedings involving East Asia and/or any of its Affiliates and arising from the same set of facts and circumstances, to the knowledge of the New Cotai Parties, no New Cotai Group Company has received any notice in writing threatening any claim, action or arbitration proceedings.

(c) There is no unsatisfied order or award outstanding against any New Cotai Group Company.

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(d) There are no governmental or other investigations or enquiries concerning any New Cotai Group Company and, to the knowledge of the New Cotai Parties, there are no circumstances which are reasonably likely to give rise to any such investigations or enquiries.

9.3 Compliance with Law

Each New Cotai Group Company has at all times complied in all material respects with Law.

10 Constitution, registers etc.

10.1 Records

All of the Business Records of each New Cotai Croup Company are in the possession of the New Cotai Group Companies, New Cotai Holdings or New Cotai Management and are accurate and up to date in all material respects.

10.2 Constituent documents

(a) The Disclosure Materials contain complete and accurate copies of the memorandum and articles of association of each New Cotai Group Company or other constituent documents (as applicable).

(b) Each New Cotai Group Company has at all times carried on its business and affairs in all material respects in accordance with its constituent documents.

10.3 Delivery of documents

All documents required to be delivered by each New Cotai Group Company to a governmental or other authority in any jurisdiction in which it carries on business have been properly prepared and delivered, except where the failure to prepare or deliver any such documents (individually or in aggregate) would not reasonably be expected to have a material adverse effect on the business, financial condition or assets of such New Cotai Group Company.

10.4 Powers of attorney and authorities

There is no material power of attorney or other authority given by any New Cotai Group Company in force.

11 Information

None of the information set out in the Disclosure Materials is, to the knowledge of the New Cotai Parties, inaccurate or misleading in any material respect.

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Schedule 4

Completion Items

Consist of the following:

(a) New Cotai Entertainment board resolutions in the form set out in annexure L.

(b) New Cotai Holdings board resolution in the form set out in annexure L.

(c) The Company board resolution in the form set out in annexure L.

(d) Resignation letter for all directors in New Cotai Entertainment Macau effective as of Effective Time, duly notarised by a Macau Notary in the form set out in annexure L.

(e) Resignation letter of the Secretary of New Cotai Entertainment Macau effective as of Effective Time, duly notarised by a Macau Notary in the form set out in annexure L.

(f) Resignation letter of the New Cotai appointed directors’ in PropCo duly notarised by a Macau Notary in the form set out in annexure L.

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Schedule 5

[Intentionally omitted]

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Schedule 6

Prohibited actions

(a) Create, allot, issue, acquire, repay or redeem or buy back any of its securities or acquire, an interest in securities of any body corporate.

(b) Amalgamate, merge or consolidate any New Cotai Group Company or Cyber One Group Company with any other entity.

(c) Enter into any transaction with the Oaktree Funds, the Silver Point Funds, New Cotai, New Cotai Holdings or any of their respective Affiliates, directors, officers or employees other than those transactions contemplated by this document, the Settlement Deed, and the Mutual Waiver and Consent Agreement and, solely with respect to the New Cotai Group Companies, other than those transactions that are for the benefit of the New Cotai Group Companies or do not survive the Effective Time (including with respect to any liabilities or obligations created under those transactions).

(d) Carry on business other than in the usual course.

(e) Make any capital or operational expenditure in excess of US$20,000 other than Permitted Payments.

(f) Make any tax election.

(g) Acquire or dispose of any asset with a value in excess of US$20,000 or assume or incur any liability, expenditure or obligation in excess of US$20,000.

(h) Enter into any agreement or commitment having an aggregate value in excess of US$20,000.

(i) Declare, pay or make any dividend or distribution.

(j) Amend in any material respect the terms of any borrowing or indebtedness in the nature of borrowing or create or incur any borrowing or indebtedness in the nature of borrowing.

(k) Create any Third Party Right over any of its assets or redeem any existing Third-Party Right over any of its assets.

(l) Give any guarantee, indemnity or other agreement to secure, or otherwise incur financial obligations with respect to, indebtedness of a third party.

(m) Enter into any contract of employment with any employee or contractor (or amend the terms of employment of any such person).

50

(n) Institute, compromise or settle any litigation, arbitration or other dispute proceedings having a value in excess of US$20,000 except as contemplated by the Transaction Documents.

(o) Terminate, settle or compromise any W Agreement or Design and Construct Contract except in accordance with clause 2.2.

(p) Alter any of its constituent documents.

(q) Agree to do any of the above.

51

Schedule 7

Limitations

1 Time Limits

(a) New Cotai Holdings and New Cotai (as applicable) will not be liable in respect of a Relevant Claim for a breach of Warranty unless:

(i) in the case of a Relevant Claim for a breach of the New Cotai Group Warranties (other than Fundamental Warranties), notice in accordance with clause 8.5(b) is provided by MCE or MCE Cotai to New Cotai Holdings on or before the date which is 18 months after the Effective Time;

(ii) in the case of a Relevant Claim for breach of the Fundamental Warranties, notice in accordance with clause 8.5(b) is provided by MCE or MCE Cotai to New Cotai Holdings on or before the date which is four years after the Effective Time; and

(iii) in the case of a Relevant Claim for breach of the Common Warranties or the Cyber One Warranties, notice in accordance with clause 8.5(b) is provided by MCE or MCE Cotai to New Cotai on or before the date which is four years from the Effective Time.

(b) A Relevant Claim for a breach of Warranty will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn) unless legal proceedings in respect of that claim have been commenced within six months of the giving of notice of the Relevant Claim under paragraph 1(a).

2 Upper Limits

The maximum aggregate liability of New Cotai Holdings and New Cotai for all Losses in respect of Relevant Claims for a breach of Warranty and any other Losses incurred by MCE or MCE Cotai in respect of any breach of this document shall not exceed (in aggregate) (i) in the case of Relevant Claims for breach of Warranties (other than Fundamental Warranties and Cyber One Warranties) US$30 million, and (ii) in the case of Relevant Claims for breach of any other provision of this document by New Cotai Holdings or New Cotai, or in respect of any other Losses incurred by MCE or MCE Cotai in respect hereof, US$100 million (provided that, Losses in excess of US$50 million will only be payable by New Cotai Holdings and New Cotai to the extent of amounts actually paid by MCE to New Cotai Holdings under clauses 6.1(a)(ii) and 6.1(a)(iii), at which time the applicable portion of such Losses shall be immediately due and payable).

52

3 Lower Limits

(a) New Cotai Holdings is not liable for Losses in respect of Relevant Claims for breach of Warranty unless (i) the amount of Losses in respect of any particular Relevant Claim exceeds US$50,000 (Threshold) and (ii) the aggregate amount of Losses in respect of all Relevant Claims exceeds US$5,000,000 (Deductible), at which time New Cotai Holdings shall only be liable for all such Losses (subject to the Threshold) in excess of the Deductible.

(b) For the avoidance of doubt, the limitations in paragraph 3(a) do not apply to any Relevant Claim for breach of the Cyber One Warranties or Fundamental Warranties.

4 Double Claims

If the same fact, matter, event or circumstance gives rise to more than one Relevant Claim for a breach of Warranty, MCE or MCE Cotai shall not be entitled to recover more than once in respect of such fact, matter, event or circumstance.

5 Remediable Breaches

(a) Subject to paragraph 5(b), New Cotai Holdings and New Cotai will not be liable for a Relevant Claim to the extent that the fact, matter, event or circumstance giving rise to such Relevant Claim is remediable and is remedied to the reasonable satisfaction of MCE by or at the expense of New Cotai Holdings or New Cotai within 15 Business Days of the date on which notice is given to New Cotai Holdings and New Cotai under paragraph 1(a) above.

(b) Paragraph 5(a) does not apply to any Relevant Claim for a breach by New Cotai Holdings or New Cotai of any of their obligations as at the Effective Time.

6 Specific Limitation

New Cotai Holdings and New Cotai will not be liable in respect of a Relevant Claim to the extent that the matter giving rise to the Relevant Claim relates to an amount for which any New Cotai Group Company or any Cyber One Group Company has a right of recovery against, or an indemnity from, a person other than a New Cotai Party, as applicable, whether under a provision of applicable law, insurance policy or otherwise howsoever (but then only in respect of the amount actually recovered).

53

7 Mitigation

(a) Nothing in this schedule 7 (except paragraph 7(b)) shall have the effect of limiting or restricting the general obligation of MCE or MCE Cotai and each Cyber One Group Company at law to mitigate any loss or damage which it may incur in consequence of a matter giving rise to a Relevant Claim.

(b) Paragraph 7(a) does not apply to any Relevant Claim for a breach by New Cotai Holdings or New Cotai of any of the obligations required to be performed by them at the Effective Time.

8 General

Nothing in this schedule 7 shall have the effect of limiting or restricting any liability of New Cotai Holdings or New Cotai in respect of a Relevant Claim for a breach of Warranty arising as a result of any fraud.

54

Schedule 8

New Cotai Group Companies

New Cotai Entertainment
Place of organisation:	Delaware
Number of registration:	4131818
Address of registered office:	National Corporate Research, Ltd, 615
	South DuPont Highway Dover, DE 19901
	County of Kent, Delaware, USA
Managers:	Michael Gatto, Thomas Banks, Shawn
	Creedon, Melissa Obegi, David Friedman
Issued units:	100 units
Unit holder:	New Cotai Holdings, LLC
New Cotai Entertainment Macau
Place of incorporation:	Macau
Number of registration:	27610
Address of registered office:	Avenida da Praia Grande, n. 429, Edifício
	Centro Comercial da Praia Grande, 25.o
	andar, Macau
Directors*:	Vitaly Umansky, David Friedman
Secretary*:	Robert Barry Goldberg
Authorised share capital:	MOP 100,000.00
Issued share capital:	MOP 100,000.00
Shareholders:	New Cotai Holdings, LLC (MOP 1,000.00);
	New Cotai Entertainment, LLC (MOP
	99,000.00

* It is anticipated that Thomas Banks will be appointed as a director and the secretary of New Cotai Entertainment Macau effective shortly after the date of this document (and in any event prior to the Effective Time), and that Mr. Goldberg would resign as secretary at such time.

55

Schedule 9

MCE Warranties

1 Securities

As at the Effective Time, but subject to the terms and conditions of the Cyber One Sale Agreement, MCE Cotai will have acquired all of the shares held by East Asia in the Company, free of all Encumbrances.

2 Subconcession

(a) The Specified Affiliate is a party to the trilateral agreement dated 8 September 2006 (MCE Subconcession) entered into by and between the Macau government, Wynn Resorts (Macau), S.A. (Wynn Macau) (as concessionaire for the operation of casino games of chance and other casino games in Macau, under the terms of a concession contract dated 24 June 2002 between Macau and Wynn Macau, as amended on 8 September 2006) and the Specified Affiliate pursuant to which the Specified Affiliate is authorised to operate games of fortune and chance in casino in Macau.

(b) To the best of knowledge of MCE, the MCE Subconcession is in full force and effect and has not been revoked, suspended, cancelled, rescinded or terminated and has not expired, and the Specified Affiliate is in compliance in all material respects with the terms thereof.

3 Cyber One Sale Agreement

Subject to the terms and conditions of the Cyber One Sale Agreement, upon Cyber One Completion, East Asia will not own any direct or indirect interest in any of the shares in the Company.

56

Schedule 10

Bank Account

Accountholder	Name of Bank	Type of account	Account Number
Macao Studio City	Hang Seng	Current	773-408091-001
(Hong Kong) Limited	Bank	account
Macao Studio City	Hang Seng	Savings	773-408091-668
(Hong Kong) Limited	Bank	account
Macao Studio City	Hang Seng	Savings	773-408091-669
(Hong Kong) Limited	Bank	account
Macao Studio City	Hang Seng	Savings	773-408091-670
(Hong Kong) Limited	Bank	account
Macao Studio City	Hang Seng	Current	773-408091-222
(Hong Kong) Limited	Bank	account
Macao Studio City	Hang Seng	Savings	773-408091-201
(Hong Kong) Limited	Bank	account
	Bank of China	Current	01-112-384790-7
(East Asia-Televisao	Macau Branch	account
Por Satelite, Limitada)
	Bank of China	Savings	01-11-10-142284
(East Asia-Televisao	Macau Branch	account
Por Satelite, Limitada)
	Bank of China	Current	01-012-078866-9
(East Asia-Televisao	Macau Branch	account
Por Satelite, Limitada)
	Bank of China	Savings	01-01-10-066764
(East Asia-Televisao	Macau Branch	account
Por Satelite, Limitada)
	Tai Fung Bank	Current	113-1-00661-5
(East Asia-Televisao		account
Por Satelite, Limitada)
	Tai Fung Bank	Savings	113-2-04731-5
(East Asia-Televisao		account
Por Satelite, Limitada)
	Tai Fung Bank	Current	213-1-00520-2
(East Asia-Televisao Por Satelite, Limitada)		account

57

Annexure A

Data Room Index

58

IMPLEMENTATION AGREEMENT - DATA ROOM INDEX

	TITLE
I.	Casino Design
1	001 2007-11-13_BOOK_High_Limit_Casino_Present.pdf
2	002 PSDG Casino Design Presentation.pdf
II.	Joint Venture Documents
1	003 Entertainment Use of Commercial Space Option Deed.pdf (Option Deed)
2	004 Consent of New Cotai Entertainment LLC dated 6-12-06.pdf
3	005 Announcement re signing of Share Purchase Agreement.pdf
4	Cyber One Memorandum and Articles of Association dated 8-05-07 (Clifford Chance Doc. # 1.01.02)
5	JV Agreement (Clifford Chance Doc. # 1.01.04)
6	JV Agreement annexing final form of Share Purchase Agreement between, inter alios, CapitalLand, East
	and eSun dated 03 December 2007 (Clifford Chance Doc. # 1.01.05)
7	Letter from the DSSOPT to PropCo dated 13 January 2009 (Clifford Chance Doc. # 9.01.23)
8	Letter from Dr. Alves to Director Carion dated 27 April 2009 (Clifford Chance Doc. # 9.01.23.01)
9	Memorandum of meeting from Direction Carion to Dr. Alves dated 08 May 2009 (Clifford Chance Doc. #
	9.01.23.02)
10	Letter from eSun to the Chief Executive of the Macau Government dated 10 March 2010 (Clifford Chance
	Doc. # 9.01.25)
11	Letter from New Cotai to the Chief Executive of the Macau Government dated 13 April 2010 (Clifford
	Chance Doc. # 9.01.26)
12	Letter from Macau Government to PropCo dated 14 April 2010 (Clifford Chance Doc. # 9.01.26.01)
13	Letter from New Cotai to Director Carion (Clifford Chance Doc. # 9.01.26.02)
14	Letter from East to Director Carion dated 17 May 2010 (Clifford Chance Doc. # 9.01.26.03)
15	Letter from East to the Chief Executive of the Macau Government 20 September 2010 (Clifford Chance
	Doc. # 9.01.27)
16	Letter from New Cotai to the Chief Executive of the Macau Government dated 27 September 2010
	(Clifford Chance Doc. # 9.01.28)
17	Share Purchase Agreement dated 04 Auguest 2006 (together with a copy of Letter of Restatement by way
	of acknowledgement 04 December 2006) (Clifford Change Doc. # 1.01.07)
18	Side Agreement to Share Purchase Agreement dated May 2006 (Clifford Change Doc. # 1.01.08)
19	Side Letter to Share Purchase Agreement dated 12 April 2006 (Clifford Change Doc. # 1.01.09)
III.	Employment Contracts
1	006 David Friedman — Macau Employment Contract.pdf
2	007 David Friedman — Side Agreement.pdf
3	008 Walt Power — Assignment and Assumption Agreement.pdf
4	009 Walt Power — Employment Contract.pdf
IV.	Equity Incentive Plan Grants
1	010 Award Agreement for Walter Power.pdf
2	011 Macao Tax Filing re Award Agreement for Walter Power.pdf
V.	Financials
1	012 2008_NCE (Macao)_Financials_draft.pdf
2	013 2009_NCE (Del)_Financials_draft.pdf
3	014 2009_NCE (Macao)_Financials_draft.pdf

4	015 2010_NCE (Del)_Financials_draft.pdf
5	016 2010_NCE (Macao)_Financials_draft.pdf
6	017 2008_NCE (Del)_Financials_draft.pdf
VI.	List of Directors and Officers
1	018 List of Managers, Directors and Officers.pdf
VII.	Memorandum of Understanding
1	019 Memorandum of Understanding.pdf (MOU)
2	020 Amendment to Memorandum of Understanding.pdf (to MOU)
3	021 Letter to Linklaters of 16 Oct 08 Enclosing Notice of Termination.pdf
4	022 Letter to Linklaters of 16 Oct 08.pdf
VIII.	Miscellaneous
1	023 Barclays — Confidentiality Agreement.pdf
2	024 Yim — Confidentiality Agreement.pdf
3	025 New Cotai Entertainment — PSDG Authorization to Proceed.pdf
4	026 Trademark Registration.pdf
IX.	MPBL Transaction
1	027 MPBL — Approval (Translated).pdf
2	028 MPBL — DICJ Approval.pdf
3	029 MPBL — Services Agreement.pdf (Original).pdf (Casino Management Agreement)
4	030 MPBL — Services Agreement (signature pages).pdf (Casino Management Agreement)
5	031 MPBL — Services Agreement (Translated).pdf (Casino Management Agreement)
6	032 MPBL — Exhibit C of Services Agreement.pdf (of Casino Management Agreement)
X.	New Cotai Entertainment (Macau) Limited
1	033 New Cotai Entertainment (Macau) Limited — Company Registration.pdf
2	034 English Translation of the Company Registry.pdf
3	035 Declaration (Umansky).pdf
4	036 Resignation Letters (Moross and Vora).pdf
5	037 Translation of Commercial Certificate.pdf
6	Robert Goldberg resignation as Director — 29 April 2011
7	Robert Goldberg resignation as Director — 13 June 2011
XI.	New Cotai Entertainment, LLC
1	038 New Cotai Entertainment LLC Agreement — 12 June 2006.pdf
2	039 New Cotai Entertainment, LLC — Certificate of Formation.pdf
3	Robert Goldberg resignation as Manager — 29 April 2011
4	Appointment of Michael Gatto, Thomas Banks, Shawn Creedon and Melissa Obegi as Managers — 24 May 2011
5	Appointment of Michael Gatto and Thomas Banks as Authorized Representatives — 8 June 2011
XII.	Resolutions
1	040 NCE Baker Resignation — 28 June 2007.pdf
2	041 NCE Gatto Resignation — 28 June 2007.pdf
3	042 NCE Moross Resignation — 28 June 2007.pdf

4	043 NCE Vora Resignation — 28 June 2007.pdf
5	044 NCE Macau Shareholder Resolution — 28 June 2007.pdf
6	045 NCE Resolution of Board of Managers — 6 December 2006.pdf
7	046 NCE Resolution of Board of Managers — 7 April 2006.pdf
8	047 NCE Resolution of Board of Managers — 27 June 2007.pdf
9	048 NCE Resolution of Board of Managers — 28 June 2007.pdf
10	049 NCE Shareholder Resolution — 28 June 2007.pdf
11	050 NCE Macau Shareholder Resolution — 25 March 2008.pdf
XIII.	Tax Filings for New Cotai Entertainment (Macau) Limited
1	051 2007_Form 8858 (IRS)_NCE Macao.pdf
2	052 2008_Form 8858 (IRS)_NCE Macao.pdf
3	053 2009_Form 8858 (IRS)_NCE Macao.pdf
4	054 M1_Complementary Tax 2007.pdf
5	055 New Cotai Entertainment (Macau) Limited — Form 8832.pdf
6	056 New Cotai Entertainment (Macau) Limited EIN.pdf
XIV.	Tax Notices
1	057 NCE_MACAU_COMPLIMENTARY TAX (PROFIT TAX)_2007_NOTICE.pdf
2	058 NCE_MACAU_COMPLIMENTARY TAX (PROFIT TAX)_2008_M1 FORM.pdf
3	059 NCE_MACAU_COMPLIMENTARY TAX (PROFIT TAX)_2008_NOTICE.pdf
4	060 NCE_MACAU_COMPLIMENTARY TAX (PROFIT TAX)_2009_M1 FORM.pdf
5	061 NCE_MACAU_COMPLIMENTARY TAX (PROFIT TAX)_2009_NOTICE.pdf
6	062 NCE_MACAU_COMPLIMENTARY TAX (PROFIT TAX)_2010_M1 FORM.pdf
7	063 NCE_MACAU_INDUSTRIAL TAX_2007_M1.pdf
8	064 NCE_MACAU_INDUSTRIAL TAX_2008_NOTICE_7 JAN 08.pdf
9	065 NCE_MACAU_INDUSTRIAL TAX_2009_NOTICE_9 JAN 09.pdf
10	066 NCE_MACAU_INDUSTRIAL TAX_2010_NOTICE_8 JAN 10.pdf
11	067 NCE_MACAU_INDUSTRIAL TAX_2011_NOTICE_7 JAN 11 (TRANSLATION).pdf
12	068 NCE_MACAU_INDUSTRIAL TAX_2011_NOTICE_7 JAN 11.pdf
13	069 NCE_MACAU_COMPLIMENTARY TAX (PROFIT TAX)_2009_NOTICE_TRANSLATION.pdf
XV.	Other
1	Response to ‘Preliminary Enquiries’ in regard to NCE and NCE (Macau)
2	Response to ‘Project Eagle: New Cotai Q&A - Legal’
3	E-mail sent 22 April 2011 regarding ‘RE: Project Eagle - Further Due Diligence Q&A’
4	E-mail sent 26 April 2011 regarding ‘RE: Project Eagle - Further Due Diligence Q&A’
5	New Cotai Entertainment Macau has not yet fulfilled its obligations set forth in the letter from the Director of the DICJ dated 25 April 2007 regarding the Casino Management Agreement.
6	In certain circumstances following the Effective Time, New Cotai Holdings may be required to liquidate its assets and distribute them to its members under the terms of its Limited Liability Company Agreement as it is in effect as at the date of the Implementation Agreement.
7	All claims, actions, suits, litigation and/or arbitration proceedings related to the Shareholder Litigation. All such claims, actions, suits, litigation and/or arbitration proceedings will be dismissed by operation of the Settlemend Deed.
8	East Asia has claimed (among other things) that New Cotai has not fully paid East Asia for the Cyber One shares purchased by New Cotai. This claim will be dismissed by operation of the Settlement Deed.
9	East Asia and certain of its affiliates have threatened, among other things, to bring additional claims, actions, suits, litigation and/or arbitration proceedings arising from the same facts and circumstances as the Shareholder Litigation in additional jurisdictions. Any such additional claims, actions, suits, litigation and/or arbitration proceedings, if brought, would be dismissed (or barred, as applicable) by operation of the Settlement Deed.
10	New Cotai Holdings, LLC LLC Agreement — 28 November 2007
11	Separation and General Release Agreement between New Cotai Holdings, LLC and David Friedman - (execution version)

12	Transaction Agreement between New Cotai Holdings, LLC and David Friedman (execution version)
13	Sea Development Transaction Agreement between New Cotai Holdings, LLC and Sea Development (execution version)
14	Action by Written Consent of the Members of New Cotai Holdings, LLC — 15 June 2011 (execution version)
15	Separation and General Release Agreement between New Cotai Holdings, LLC and Walt Power (execution version)

Annexure B

Design and Construct Contracts

	Company	Contract
1	ABB (Hong Kong) Limited	Letter from RDL Asia Limited to ABB (Hong Kong) Limited dated 8 June 2007 / Agreement and Schedule of Conditions of Building Contract for use in Hong Kong Special Administrative Region between East Asia Satellite Television Limited and ABB (Hong Kong) Limited (undated and unexecuted).
2	Aconex (HK) Limited	Services Order from Cyber One Agents Limited to Aconex (HK) Limited dated 31 March 2008 for Aconex to provide, maintain and vision of training & data conversion by Aconex System.
3	Arup Communications	Letter from Cyber One Agents Limited to Arup Communications dated 11 June 2007
4	Asia Engineering Services Ltd (Jaya Jesudason’s company prior to joining Melco-Crown (COD) Development Ltd in 2006/2007)	Consultancy services for developing project management options (incomplete set of contract agreements provided (missing acceptance/authorisation documentation))
5	Bates Asia Hong Kong Limited	Service Agreement between East Asia Satellite Television Limited and Bates Asia Hong Kong Limited dated 1 September 2006 for marketing, branding and public relations services / Addendum #1 to Service Agreement dated 13 March 2007 between Bates Asia Hong Kong Limited, East Asia Satellite Television Limited and Bestwood Enterprises Limited / Addendum #2 to Service Agreement dated 1 June 2007 between Bates Asia Hong Kong Limited and Bestwood Enterprises Limited / Addendum #3 to Service Agreement dated 1 November 2008 between Bates Asia Hong Kong Limited, East Asia Satellite Television Limited and Macao Studio City (Hong Kong) Limited
6	Benaim (China) Limited	Letter dated from Cyber One Agents Limited to Benaim (China) Limited 16 October 2007 for Consultancy Services for Preliminary Peer Review of Geotechnical & Structural System.
7	Benoy Ltd	Consultant’s Deed of Engagement dated 11 March 2008 between Cyber One Agents Limited and Benoy Limited for retail component interior design consultant services.

59

	Company	Contract
8	CAD International, Inc	Consultant’s Deed of Engagement between East Asia Satellite Television Limited and CAD International, Inc (as amended) dated 10 January 2008 for W Hotel Interior Designer.
9	Cairncross Martin Limited	Consultant’s Deed of Engagement dated 4 February 2008 between East Asia Satellite Television Limited and Cairncross Martin Limited for FF&E and OS&E procurement services provider / Letter dated 29 May 2008 from East Asia Satellite Television Limited to Cairncross Martin Limited / Letter dated 9 October 2008 from East Asia Satellite Television Limited to Cairncross Martin Limited
10	Davis Langdon & Seah (Quantity Surveyor)	Consultant’s deed of engagement dated 20 June 2007 between East Asia-Televisao por Satelite Limitada and Davis Langdon & Seah Macau Limited and amended by letters dated 3 December 2008, 22 June 2009 and 3 May 2010
11	EWA Project Consultants (Statutory Architect)	Letter from Cyber One Agents Limited to EWA Project Consultants Ltd dated 15 December 2006
12	Food Services Consultants, Ltd	Letter from Food Services Consultants, Ltd to Cyber One Agents Limited dated 5 March 2007/Letter from Cyber One Agents Limited to Food Services Consultants, Ltd dated 23 March 2007/ Letter from Food Services Consultants, Ltd to Macau Studio City dated 2 May 2007 for kitchen design services.
13	Food Services Consultants, Ltd	Letter from Cyber One Agents Limited to Food Service Consultants, Ltd dated 18 July 2007 for additional services
14	Francis Krahe & Associates	Letter from Cyber One Agents Limited to Francis Krahe & Associates dated 14 December 2006 for Lighting Design Services / Agreement between Cyber One Agents Limited and Francis Krahe & Associates Inc dated 15 December 2006
15	Francis Krahe & Associates	Consultant’s Deed of Engagement dated 24 July 2007 between East Asia Satellite Television Limited and Francis Krahe & Associates Inc for lighting consultant and designer / Letter dated 17 June 2008 from Cyber One Agents Limited to Francis Krahe & Associates Inc for additional service – exterior lighting design
16	Francis Krahe & Associates	Consultant’s Deed of Engagement dated 18 January 2008 between East Asia Satellite Television Limited and Francis Krahe & Associates Inc for retail mall interior lighting consultant and designer
17	Franklin & Andrews (Hong Kong) Limited	Letter from Cyber One Agents Limited to Franklin & Andrews (Hong Kong) Limited dated 14 March 2007
18	Geomatic Surveyors Limited	Letter from East Asia Satellite Television Limited to Geomatic Surveyors Limited dated 1 September 2008 to conduct Topographic & Existing Condition Survey.

60

	Company	Contract
19	Grey Wong & Associates Limited	Letter from East Asia Satellite Television to Grey Wong & Associates Limited dated 14 August 2009 for the Provision of Consultancy Services for Contractor’s Remedial Proposal Structural Safety Assessment for Column Reinforcement Starter Bars.
20	HBA International	Letter from Cyber One Agents Limited to HBA International dated 28 January 2008 for Consultancy Service for Concept Phase Interior Design, Tang Hotel
21	Hill & Associates	Letter from Cyber One Agents Limited to Hill & Associates Limited dated 31 August 2007 for Site Security Consultancy Service
22	Hill & Associates	Letter from Cyber One Agents Limited to Hill & Associates dated 12 June 2007 for Security Consultancy Service
23	IPP Consulting (Asia) Limited	Letter from Cyber One Agents Limited to IPP Consulting (Asia) Limited dated 31 August 2007
24	J Roger Preston (Macau) Ltd	Consultant’s Deed of Engagement dated 27 November 2007 between East Asia Satellite Television Limited and J Roger Preston (Macau) Ltd for independent verifier for fire and life safety engineering
25	Jardine Lloyd Thomson Ltd	Letter dated 31 July 2007 from Cyber One Agents to Jardine Lloyd Thomson Ltd for bond insurance coverage for the Macao Studio City Project
26	Jones Lang LaSalle	Letter from Cyber One Agents Ltd to Jones Lang LaSalle Hotels Limited dated 24 August 2006
27	Kin Sum (Macau) Limitada	Letter from RDL Asia Limited to Kin Sun (Macau), Limitada dated 8 November 2006 for Site Investigation Works.
28	McKinsey & Company	Letter from McKinsey & Company to Ronald Issen dated 1 August 2006 in respect of fee arrangements for “Integrating Entertainment DNA” Project
29	Maunsell Consultants Asia Ltd	Letter from Maunsell Consultants Asia Ltd to Cyber One Agents Limited dated 23 August 2007 for Project Management Support Services (secondment of Mr Cedric Tam to Macau Studio City).
30	Maunsell Structural Consultants Limited	Letter from Cyber One Agents Limited to Maunsell Structural Consultants Limited dated 23 October 2007 for Peer Review.
31	Meinhardt Facade Technology (HK) Ltd	Agreement between East Asia Satellite Television Limited and Meinhardt Facade Technology (HK) Ltd dated 27 August 2007.

61

	Company	Contract
32	Meinhardt (M&E) Ltd (Building Services Engineer)	Agreement between East Asia Satellite Television Limited and Meinhardt (M&E) Ltd dated 17 July 2007 for MEP, fire, life and safety engineering consultant.
33	Melchers Project Management Pte Ltd	Letter from East Asia Satellite Television Limited to Melchers Project Management Pte Ltd dated 9 March 2007 for Consultancy Services – Structural Evaluation and Cost Planning for The 8 Macao Studio City Phase 1, Macao – Lucky * Feasibility Study.
34	Morgan Stanley	Engagement letter between Cyber One Agents Ltd, New Cotai Investments, LLC, New Cotai Holdings, LLC, East Asia Satellite Television (Holdings) Limited and Morgan Stanley & Co. Incorporated dated 17 August 2006
35	Most Well Decoration Engineering Limited	Letter from East Asia Satellite Television Limited to Most Well Decoration Engineering Limited dated 28 November 2008 for Mud Removal and Replacement of Old Hoarding.
36	Mott MacDonald Hong Kong Ltd	Letter from East Asia Television Limited to Mott MacDonald Hong Ltd dated 22 April 2009 for the provision of consultancy services for structural safety assessment.
37	MTech Engineering	Consultant’s Deed of Engagement dated 27 November 2007 between Cyber One Agents Limited and MTech Engineering Co., Ltd for design coordination of architectural, structural, mechanical, electrical and all major services using 3-dimensional modelling
38	MVA Hong Kong Ltd (Traffic Engineer)	Agreement between East Asia Satellite Television Limited and MVA Hong Kong Ltd dated 12 June 2007
39	Nam Fong Construction & Real Estate Co., Ltd	Letter from East Asia Satellite Television Limited to Nam Fong Construction & Real Estate Co., Ltd dated 20 August 2009 for Site Maintenance Works.
40	Nam Fong Construction & Real Estate Co., Ltd	Letters from East Asia Satellite Television Limited to Nam Fong Construction & Real Estate Co., Ltd dated 15 November 2010 and 25 November 2010 for Site Monitoring and Starter Bar Protection Works.
41	O’Brien Lighting, Inc.	Letter from Cyber One Agents Limited to O’Brien Lighting, Inc. dated 30 August 2007 for Consultancy Services – Lighting Design Services
42	Ove Arup & Partners Limited	Letter from Cyber One Agents Limited to Ove Arup & Partners dated 11 January 2008 for Peer Review on Cooling Capacity of Chiller Plant.

62

	Company	Contract
43	Paul Steelman Design Group Asia Limited (Design Architect)	Agreement between East Asia Satellite Television Limited and Paul Steelman Design Group Asia Limited dated 6 August 2007 for Interior Design and Interior Lighting Design
44	Paul Steelman Design Group Asia Limited (Design Architect)	Letter from Cyber One Agents Limited to Paul Steelman Design Group Asia dated 2 November 2007 for consultancy services for interior design, architectural lighting and theatrical design for multi-purpose hall.
45	Paul Y	Letter from Cyber One Agents Limited to Paul Y Construction Company Limited dated 3 May 2007
46	Poly U Technology and Consultancy Co., Ltd	Letter from Cyber One Agents Limited to Poly U Technology and Consultancy Co., Ltd dated 3 May 2007
47	RDL Asia Limited (Architect)	Agreement between East Asia Satellite Television Limited and RDL Asia Limited dated 24 November 2007
48	Red Consultants Limited	Agreement between East Asia Satellite Television Limited and Red Consultants Limited dated 19 July 2007
49	Romero Thorsen Design	Letter from Cyber One Agents Limited to Romero Thorsen Design dated 15 August 2007
50	Scott Architectural Graphic, Inc	Letter from Cyber One Agents Limited to Scott Architectural Graphic, Inc dated 20 August 2007 (relates to fee proposal dated 15 August 2007)
51	Scott Architectural Graphic, Inc	Letter from Cyber One Agents Limited to Scott Architectural Graphic, Inc dated 15 August 2007 (relates to fee proposal dated 6 August 2007)
52	Shen Milsom & Wilke Limited	Agreement between East Asia Satellite Television Limited and Shen Milsom & Wilke Limited dated 20 June 2007
53	Shen Milsom & Wilke Limited	Letter from Cyber One Agents Limited to Shen Milsom & Wilke Limited dated 26 January 2007 for technical advisory services.
54	Shen Milsom & Wilke Limited	Letter from Cyber One Agents Limited to Shen Milsom & Wilke Limited dated 7 May 2007 for consultancy services – Macau Dome acoustic review.
55	Shen Milsom & Wilke Limited	Letter from Cyber One Agents Limited to Shen Milsom & Wilke Limited dated 21 April 2008 for audio video consultancy services.
56	Shui Ho Human Resources Consultant Ltd	Letter from East Asia Satellite Television Limited to Shui Ho Human Resources Consultant Ltd dated 2 January 2009

63

	Company	Contract
57	Shui Ho Human Resources Consultant Ltd	Letter from East Asia Satellite Television Limited to Shui Ho Human Resources Consultant Ltd dated 27 February 2009
58	Siu Yin Wai & Associates (Consulting Engineer)	Agreement between East Asia Satellite Television Limited and Siu Yin Wai & Associates (International) Limited dated on or about July 2007
59	Siu Yin Wai & Associates (Consulting Engineer)	Letter from Cyber One Agents Limited to Siu Yin Wai & Associates (International) Limited dated 9 July 2007 for consultancy services for a technical director
60	SMC Alsop (Ride Design Architect)	Letters from Cyber One Agents Limited to SMC ALSOP dated 20 September 2006 and 5 December 2006
61	Steelman Architecture Asia, Limited	Letter from Cyber One Agents Limited to Steelman Architecture Asia, Ltd dated 5 March 2008 for Play Boy Mansion Space Planning Consultancy Services
62	Steelman Architecture Asia, Limited	Letter from Cyber One Agents Limited to Steelman Architecture Asia, Ltd dated 6 May 2008 for Facade design
63	St Legere Design International Ltd	Consultant’s Deed of Engagement dated 30 January 2008 between East Asia Satellite Television Limited and St Legere Design International Ltd for landscape architect.
64	St Legere Design International Ltd	Letter from Cyber One Agents Limited to St Legere Design International Ltd dated 10 September 2008 for additional services in relation to landscape architecture.
65	Stanger Asia Limited	Letter from RDL Asia Limited to Stanger Asia Limited dated 12 February 2007 for Testing on the Existing Piles.
66	Stanger Asia Limited	Letter from RDL Asia Limited to Stanger Asia Limited dated 4 March 2008 for Site Investigation Works.
67	Studio Gaia Inc	Letter from Cyber One Agents Limited to Studio Gaia Inc dated 1 August 2007 for Playboy interior design consultancy services.
68	Taubman Macau Limited	Development Services Agreement between East Satellite Television Limited and Taubman Macau Limited dated 1 February 2007
69	Theatre Consultants Limited	Letter from Cyber One Agents Limited to Theatre Projects Consultants Limited dated 23 May 2007

64

	Company	Contract
70	Vibro (Macau) Limited	Contract Documents for Foundation Works (Engineer’s Design) for Macau Studio City at Cotai, Macau dated 10 May 2007 between East Asia Satellite Television Limited and Vibro (Macau) Limited
71	Wilson Associates	Letters from Cyber One Agents Limited to Wilson Associates dated 12 July 2007 and 6 August 2007 for Marriott Interior Design Consultancy Services
72	Wilson Associates	Letter from Cyber One Agents Limited to Wilson Associates dated 18 July 2007 for Ritz Interior Design Consultancy Services
73	Wilson Associates	Letter from Cyber One Agents Limited to Wilson Associates dated 5 February 2008 for Playboy Interior Design Services
74	Woods Bagot	Letter from MSCT Limited to Woods Bagot dated 20 February 2008 for interior design services for Macao Studio City marketing and leasing suite.

65

Annexure C

[Intentionally omitted]

66

Annexure D

Shareholders’ Agreement

67

EXECUTION VERSION

MCE Cotai Investments Limited

New Cotai, LLC

and Others

Shareholders’

Agreement

Contents
1	Interpretation		1
	1.1	Definitions	1
	1.2	Construction	16
	1.3	Headings	17
2	Shareholders		17
3	Directors		17
	3.1	Number of Directors	17
	3.2	MCE Directors	17
	3.3	Minority Directors	18
	3.4	Minority Shareholder Observers	18
	3.5	Eligibility and rights of Observers	18
	3.6	Chairperson	19
	3.7	Vacation of office	19
	3.8	Removal of Directors	19
	3.9	Alternate directors	20
	3.10	Director duties	20
	3.11	Fees and expenses of Directors	20
	3.12	D&O Policy	20
	3.13	Indemnity deed	21
4	Board meetings		21
	4.1	Board meetings	21
	4.2	Minimum notice of meetings of Directors	21
	4.3	Provision of information for Board meeting	21
	4.4	Delay in meetings of Directors	22
	4.5	Quorum for meetings of Directors	22
	4.6	Voting entitlements	22
	4.7	Block voting	22
	4.8	Decisions of Directors	23
	4.9	Frequency of meeting of Directors	23
	4.10	Interested Directors	23
	4.11	Conduct of meetings of Directors	24
5	Shareholder meetings		24
	5.1	Shareholder meetings	24
	5.2	Notice of meetings	24
	5.3	Quorum	24
	5.4	Decisions of Shareholders	24
	5.5	Chairperson	24
	5.6	Conduct of meetings of Shareholders	25
6	Resolutions without a meeting		25
	6.1	Resolutions	25
	6.2	Execution	25

7	Corporate Governance		26
	7.1	General management	26
	7.2	Shareholder approval matters	26
	7.3	Disagreement	27
	7.4	Material Contracts	29
	7.5	Conduct of the business of the Group	30
8	Company Subsidiaries and Committees		30
	8.1	Incorporation of Company Subsidiaries	30
	8.2	Subsidiaries	30
	8.3	Committees	31
	8.4	Obligation	31
9	Land Grant		31
	9.1	Acknowledgement	31
	9.2	Board powers	32
	9.3	Co-operation	32
10	Senior Management		32
	10.1	President and Project Director	32
	10.2	Finance Director	33
	10.3	Performance reviews	34
	10.4	Steering Committee and Supervisory Board	34
11	Related Party Transactions and Conflicts		35
	11.1	Related Party Transactions and Conflicts	35
	11.2	Variation	35
	11.3	Implementation of Policy on Related Party Transactions	35
	11.4	Post IPO	36
12	Shared Vendor Contracts		36
	12.1	Shared Vendor Contracts	36
	12.2	Obligation	36
	12.3	Application	36
	12.4	Gaming Promoters	37
	12.5	Audit rights	37
13	Development and Pre-Opening		37
	13.1	Development and Pre-Opening Services Agreement	37
	13.2	Entertainment Agreement	38
14	Casino operation		39
	14.1	Casino operation	39
	14.2	Casino Management Agreement	39
	14.3	Gaming tables	39
	14.4	MCE Casinos	41
15	Project Plan and other administrative matters		41
	15.1	Project Plan	41

	15.2	Amendments	41
	15.3	Milestones	41
	15.4	Other administrative matters	41
16	Restrictions on issue of Securities		41
	16.1	Restriction on issue of Securities	41
	16.2	Exclusions	42
	16.3	Prohibitions	42
	16.4	Upstream Securities	42
17	Capital Calls		42
	17.1	Power to make a Capital Call	42
	17.2	Making a Capital Call	42
	17.3	Call Notice	43
	17.4	Capital Call amount	44
	17.5	Cap on all Capital Calls	44
	17.6	Date for payment of a Capital Call	44
	17.7	Payment of a Capital Call	44
	17.8	Failure to pay a Capital Call	44
	17.9	Revocation	44
	17.10	Expiration	44
	17.11	Related Party Transactions	45
	17.12	Securities	45
	17.13	Amendment	45
18	Failure to contribute capital		45
	18.1	Failure to contribute	45
	18.2	Clause 21 applies	46
	18.3	Defaulting Loans	46
	18.4	Related Party Transactions	46
	18.5	Election of remedies	47
	18.6	Company action in respect of MCE Shareholder default	47
19	Additional capital		47
	19.1	Requirement for additional capital	47
	19.2	Determination	47
	19.3	Additional Capital Notice	48
	19.4	Loan funds	48
	19.5	Additional Securities	48
	19.6	Requirement to advance funds	49
	19.7	Related Party Transactions	49
20	Project Financing		49
	20.1	Project financing	49
	20.2	Financial Support	50
	20.3	Financial Support Fee	50
	20.4	Financial Support is called on	50
	20.5	Securities Issue Notice	51

	20.6	Issue of Securities	51
	20.7	Securities not taken up	51
	20.8	Cessation of Financial Support	52
	20.9	Related Party Transactions	52
	20.10	No obligation	52
21	Pre-emptive rights on issue		52
	21.1	Pro rata offer	52
	21.2	Offer Notice	53
	21.3	Response to Offer	53
	21.4	Failure to respond	53
	21.5	Subscription by accepting Offerees	53
	21.6	Disposal to third parties	53
22	Transfers		54
	22.1	Shareholders	54
	22.2	MCE Shareholders	54
	22.3	Prohibition on Transfers	54
	22.4	Credit worthiness	55
	22.5	Transfers of Financial Interests	55
	22.6	Encumbrances	55
23	Permitted Transfers		56
	23.1	Permitted Transfers	56
24	Minority Shareholders		56
	24.1	Right of first offer	56
	24.2	Offer	56
	24.3	Sale Notice	57
	24.4	Response to Sale Offer	57
	24.5	Failure to respond	58
	24.6	Purchase by MCE Shareholders	58
	24.7	Disposal to third parties	58
	24.8	Transferor must provide details	58
25	Tag along		59
	25.1	Tag along right	59
	25.2	Proposed Sale Notice	59
	25.3	Exercise of tag along right	60
	25.4	Transfer of Securities to Proposed Purchaser	60
	25.5	Completion of the sale	61
	25.6	Lapsing of Tag Along Notice	61
	25.7	Warranties on Transfer of the Tagging Securities	61
	25.8	Liability and other terms	61
26	Drag along		62
	26.1	Drag Along Right	62
	26.2	Proposed Drag Notice	62
	26.3	Fairness Opinion	62

	26.4	Exercise of Drag Right	63
	26.5	Lapsing of Drag Along Notice	63
	26.6	Completion of the sale	63
	26.7	Application to New Shareholders	63
	26.8	Consideration for Dragged Securities	64
	26.9	Related Agreements	64
	26.10	Warranties on Transfer of the Dragged Securities	65
	26.11	Liability and other terms	65
27	Compulsory Transfer		66
	27.1	Competitor or Unsuitable Person	66
	27.2	Governmental Agency	66
	27.3	Existing holders	68
	27.4	Specific performance	68
28	Shareholders		68
	28.1	Deed of Accession	68
	28.2	Accession by holders of Upstream Securities	68
	28.3	Minimum transaction size	69
29	IPO		69
	29.1	Right to demand an IPO	69
	29.2	Revocation	69
	29.3	Condition to IPO	69
	29.4	Call by the Board	70
	29.5	Recognised Stock Exchange	70
	29.6	Requirement to negotiate	70
	29.7	Structure of the IPO	70
	29.8	Obligations of the parties	70
30	Information		71
	30.1	Shareholder holding 1%	71
	30.2	Shareholder holding 15%	72
	30.3	Gaming	72
	30.4	Access	73
	30.5	Shareholder information	73
31	Confidentiality and disclosure		73
	31.1	Disclosure by Directors	73
	31.2	Restrictions on disclosure	74
	31.3	Disclosure by Shareholders and holders of Upstream Securities	74
	31.4	Disclosure generally	74
	31.5	Exceptions	75
	31.6	Conditions to disclosure	75
	31.7	Prospective Purchaser	75
	31.8	Information to be held confidential	76
	31.9	Prohibition	76
	31.10	Disclosure document	76

32	Ethical screen		76
	32.1	Acknowledgement	76
	32.2	Ethical screen	76
	32.3	Sharing otherwise permissible	77
33	Warranties		77
	33.1	Warranties	77
	33.2	Warranties independent	77
	33.3	Liability	77
34	Fair Market Value		77
	34.1	Determination of Fair Market Value	77
	34.2	Process	77
	34.3	Methodology	78
	34.4	Valuation Expert Report	78
35	Shareholder Loan Agreement		78
36	Tax Matters		80
	36.1	Tax Treatment	80
	36.2	Tax Information	80
	36.3	Tax Allocations	81
	36.4	Amendment	81
37	Dispute		81
	37.1	Dispute	81
	37.2	Proper exercise of rights not a Dispute	82
38	Termination		82
	38.1	Term	82
	38.2	Certain provisions continue	82
39	Notices		82
	39.1	General	82
	39.2	How to give a communication	82
	39.3	Particulars for delivery of notices	83
	39.4	Communications by post	85
	39.5	Communications by fax	85
	39.6	After hours communications	85
	39.7	Receipt of notice	85
40	Duties, costs and expenses		85
	40.1	Fees and costs	85
	40.2	Duties	86
41	General		86
	41.1	Amendment	86
	41.2	Several obligations	86
	41.3	Counterparts	86

41.4	Assignment	86
41.5	Entire understanding	87
41.6	Further steps	87
41.7	Attorneys	87
41.8	Inconsistency with Memorandum and Articles of Association	87
41.9	Relationship of parties	87
41.10	Rights cumulative	87
41.11	Survival of obligations after termination	88
41.12	Waiver and exercise of rights	88
41.13	Consent	88
41.14	Equitable relief	88
41.15	Governing law and jurisdiction	88
41.16	Ownership thresholds	88

Schedule 1 – Financial Interest	92
Schedule 2 – Warranties	93
Schedule 3 – Reserved matters	94
Schedule 4 – Valuation Expert list	97
Annexure A – Memorandum and Articles of Association
Annexure B – Deed of Accession	99
Annexure C – Confidentiality Deed
Annexure D – Shareholder Loan Agreement
Annexure E – Registration Rights Agreement
Annexure F-1 – MCE Commitment Letter
Annexure F-2 – Silver Point Funds Commitment Letter
Annexure F-3 – Oaktree Funds Commitment Letter
Annexure G – Other administrative matters	107
1     Definitions	107
2     Acknowledgment	107
3     Fees	107
Annexure H – Additional administrative matters	109
1     Definitions	109
2     Facility Operation Fees	109

Date

Parties

MCE Cotai Investments Limited, a company incorporated in the Cayman Islands, of Walker House, 87 Mary Street, George Town, Grand Cayman KY1 – 9005, Cayman Islands (MCE Cotai)

New Cotai, LLC, a limited liability company formed in Delaware, United States of America, c/o New Cotai Holdings, LLC, of Two Greenwich Plaza, Greenwich, Connecticut 06830, United States of America (New Cotai)

Melco Crown Entertainment Limited, a company incorporated in the Cayman Islands, of Walker House, 87 Mary Street, George Town, Grand Cayman KY1 – 9005, Cayman Islands (MCE)

Cyber One Agents Limited, a company incorporated in the British Virgin Islands, with its registered office at Offshore Incorporations Centre, P.O. Box 957, Road Town, Tortola, British Virgin Islands (Company)

Background

A MCE Cotai and New Cotai have agreed to enter into this document to govern their relationship in connection with, and the conduct and operations of, the Group.

B MCE Cotai and New Cotai have agreed to invest further capital in the Company on the terms of this document.

Agreed terms

1 Interpretation

1.1 Definitions

In this document:

Accounting Standards means the applicable accounting standards under US GAAP or such other accounting standards (including Hong Kong IFRS and IFRS) as may be implemented by the Board from time to time.

Additional Capital Notice has the meaning given to that term in clause 19.3(b).

Affiliate means in relation to a person (First Person), any other person:

(a) directly or indirectly controlling, controlled by, or under direct or indirect common control with, the First Person;

(b) who is a director or officer of the First Person or any Subsidiary of the First Person or of any person referred to in paragraph (a) of this definition; or

(c) who is a spouse or any person cohabiting as a spouse, child or stepchild, parent or step-parent, parent-in-law, grandchild, and grandparent of the First Person or of a person described in paragraph (b) of this definition.

Appointing Shareholder means a Minority Shareholder from time to time that:

(a) is the Largest Minority Shareholder; and

(b) holds at least 20% of the Securities on issue.

Appointment Date has the meaning given to that term in clause 10.2(a).

Audited Accounts means the annual audited accounts for the Group incorporating:

(a) a statement of financial performance for the Financial Year;

(b) a statement of financial position as at the last day of the Financial Year;

(c) a statement of cash flows for the Financial Year; and

(d) any notes, statements and reports attached to and forming part of those statements, including the certification of independent certified public accountants of recognized international standing selected by the Board, to the effect that, except as set forth therein, such statements have been prepared in accordance with Accounting Standards, applied on a basis consistent with prior years and fairly present in all material respects the financial condition of the Company as of the dates thereof and the results of its operations and changes in its cash flows for the periods covered thereby.

Authorisation means:

(a) any consent, permit, license, or authorisation; or

(b) exemption,

from, by, or with, a Governmental Agency.

Board means the board of Directors from time to time.

Business Day means a day which is not a Saturday, Sunday or bank or public holiday in Hong Kong or New York, nor a day on which a tropical cyclone warning No. 8 or above or a “black rainstorm warning signal” is hoisted or remains hoisted in Hong Kong at any time between 9.00am and 5.00pm.

Business Plan means the Group business plan as set out in section II of the Project Plan and as amended from time to time subject to clause 7.2(a).

2

Call Notice has the meaning given to that term in clause 17.3(a).

Calling Shareholder has the meaning given to that term in clause 17.2(c).

Capital Call means a call on the Shareholders to contribute capital to the Company in exchange for Securities under clause 17.

Capital Issue Notice has the meaning given to that term in clause 20.7.

Casino Management Agreement means the services and right to use agreement between Melco Crown Gaming (Macau) Limited, New Cotai Entertainment, LLC and New Cotai Entertainment (Macau) Limited dated 11 May 2007.

Cause means, in respect of a person, the person’s:

(a) conviction for fraud, embezzlement, any other serious criminal act or any other actions subject to serious civil or administrative actions by any Governmental Agency; or

(b) gross misconduct, willful act or omission not done in good faith or done without reasonable belief that the action was in furtherance of the interests or business of the relevant Group Company.

Chairperson means the chairperson of the Board appointed from time to time pursuant to clause 3.6.

Commitment Letters means the letter agreements from MCE, the Silver Point Funds, and the Oaktree Funds to the Company attached to this document as Annexures F-1, F-2, and F-3.

Company Subsidiary means any company which is or becomes a Subsidiary of the Company from time to time.

Competitor means:

(a) any person or entity (other than MCE and its Affiliates (under clause (a) of that definition, but not clause (b) or (c) thereof)) holding a gaming concession or subconcession to operate games of fortune and chance in a casino in Macau;

(b) any person or entity holding a direct or indirect interest in any person specified in paragraph (a) of this definition and having the right to appoint a director on the board of any such entity; or

(c) any subsidiary of any person specified in paragraph (a) of this definition.

Confidential Information means:

(a) any confidential, non-public or proprietary information relating to the business, assets or affairs of the Group (and includes any information provided under clauses 30.1, 30.2 or 30.4); and

(b) any information relating to this document and the transactions contemplated by it including the existence of this document and the transactions contemplated by it and of the negotiations which preceded it;

3

provided, however, that Confidential Information shall not include information that:

(a) is or becomes generally available to the public other than as a result of disclosure in violation of this document;

(b) is or becomes available to the receiving person on a non-confidential basis prior to its disclosure to such person;

(c) is or has been independently developed or conceived by the receiving person without use of Confidential Information; or

(d) becomes available to the receiving person on a non-confidential basis from a source other than the Company; provided, that such source is not known by such person to be bound by a confidentiality agreement with the Company.

Confidentiality Deed means the confidentiality deed attached to this document as Annexure C.

Conflicts Committee means a committee to approve certain transactions between any Group Company and any of the Shareholders, their Affiliates or Connected Persons.

Conflicts Committee Charter means guidelines for the membership and operations of the Conflicts Committee.

Connected Person has the meaning given to that term in the Rules.

Contracts means agreements, contracts, arrangements or understandings, whether formal or informal, written or oral.

control means, in relation to a person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the person, whether through the ownership of voting securities, by contract, or otherwise.

Covered Persons means any Shareholder, any holder of Upstream Securities in that Shareholder, and any of their Affiliates (respectively), and in the case of any such persons that are investment funds, any funds managed by them or by any of their Affiliates.

D&O Policy means a directors and officers insurance policy taken out by the Company from time to time with a reputable insurer.

Deed of Accession means a deed of accession substantially in the form contained in Annexure B.

Defaulting Loan has the meaning given to that term in clause 18.1(b).

Defaulting Securities has the meaning given to that term in clause 18.2(a).

Defaulting Shareholder has the meaning given to that term in clause 18.1.

4

Demanding Shareholder has the meaning given to that term in clause 29.1(a).

Development and Pre-Opening Services Agreement means an agreement proposed to be entered into between MCE and one or more of its Affiliates, on the one hand, and one or more of the Group Companies, on the other, in relation to provision of services to the Group Companies related to the development, construction, design, fit-out, and completion of the MSC

Property, and the Opening, and the payment and the reimbursement of Development and Pre-Opening Services Costs.

Development and Pre-Opening Services Costs means the following categories of service fees to be charged by MCE to the Company and the costs and expenses incurred by MCE on behalf of the Company in relation to the development, construction, design, fit-out, installation, completion and pre-opening of the MSC Property, and the Opening including:

(a) supervisory and project management costs directly involved with the development, construction, design, fit-out, installation, completion and pre-opening of the MSC Property and the Opening which are contained in the Project Budget;

(b) development capital expenditures;

(c) out of pocket costs & expenses under construction contracts;

(d) design and construction consultancy fees;

(e) other advisory fees and out of pocket costs and expenses in relation to MCE service fees;

(f) costs and expenses incurred in relation to the operations of the MSC Property prior to the Opening or in connection with the Opening;

(g) payroll costs including costs related to: payroll processing, management labour, City of Dreams employee dining room usage, employee shuttle usage, investigation cost for new employees, relocation accommodation for senior expatriate employees or corporate hotel room rates, and procurement costs;

(h) MCE recruitment services fees and out of pocket costs and expenses;

(i) marketing fees and out of pocket costs and expenses related to: pre-opening event, pre-opening launch (marketing and advertising), initial photography, website development, branding development, premium customer entertainment and visits;

(j) rental costs including preopening offices if required and shared space;

(k) office supplies;

(l) travel and entertainment including: factory visits, key market launches and regulatory meetings;

(m) transportation costs to site including MCE vehicle fleet;

(n) external legal fees and expenses and in-house legal costs; and

5

(o) accounting services including accounts payable and other finance processing.

Development Plan means the plan for the construction and development of the MSC Property as set out in section I of the Project Plan and as amended from time to time subject to clause 7.2(a).

Director means a member of the Board of the Company from time to time.

Disagreement has the meaning given to that term in clause 7.3(a).

Disagreement Notice has the meaning given to that term in clause 7.3(a).

Disclosing Shareholder has the meaning given to that term in clause 31.7(a).

Dispute has the meaning given to that term in clause 37.1(a).

Dispute Notice has the meaning given to that term in clause 37.1(b).

Disputing Parties has the meaning given to that term in clause 37.1(c).

Drag Along Notice has the meaning given to that term in clause 26.4.

Drag Along Right has the meaning given to that term in clause 26.1.

Dragged Securities has the meaning given to that term in clause 26.1.

Dragged Shareholders has the meaning given to that term in clause 26.1.

Dragging Shareholder has the meaning given to that term in clause 26.1.

Duty means any stamp, transaction or registration duty or similar charge imposed by any Governmental Agency and includes any interest, fine, penalty, charge or other amount in respect of the above.

Effective Interest in Securities means the interest of a person or entity (the Person) in Securities calculated as the sum of:

(a) the number of Securities on issue for which the Person is the registered holder; plus

(b) the product of:

(i) the fraction that is determined by multiplying the economic interest in the equity of an entity (the First Entity) held by the Person (expressed as a fraction of all the economic interests in the equity of the First Entity) by the economic interest in the equity of each other entity within the chain of entities between the First Entity and the Registered Holder (in each case expressed as a fraction of all the economic interests in the equity of each such entity) and, where the Person has an interest in Securities through more than one First Entity, the interest that is obtained by aggregating such Person’s fractional interest in all such First Entities, and

(ii) the number of Securities on issue that are held by registered holders of Securities in which the Person holds an interest through the chain or chains of entities in paragraph (b)(i) (Registered Holder); and

expressed as a percentage of all the Securities on issue.

6

For the purposes of this definition, “economic interest in the equity of an entity” excludes any derivative or synthetic security that represents an interest in the underlying equity securities of such entity.

Encumbrance means an interest or power:

(a) reserved in or over an interest in any asset; or

(b) created or otherwise arising in or over any interest in any asset under any mortgage, charge, pledge, lien, hypothecation, trust or bill of sale,

by way of security for the payment of a debt or other monetary obligation or the performance of any other obligation.

Entertainment Agreement has the meaning given to that term in clause 13.2(a).

Entertainment Service Provider means eSun or any of its Affiliates.

eSun means eSun Holdings Limited.

Expert means an expert appointed under clause 7.3 or 26.3, as applicable.

Expert Request has the meaning given to that term in clause 7.3(e).

Fair Market Value is the value determined in accordance with clause 34.

Fairness Opinion has the meaning given to that term in clause 26.3(d).

Finance Director means the most senior finance executive of the Group from time to time and having whatever title or designation as the Company may confer from time to time.

Financial Interest means:

(a) in respect of an initial Shareholder, that number set out opposite the Shareholder’s name in column 2 of the table in schedule 1 as may be increased or decreased under clause 22.5; and

(b) in respect of any successor Shareholder who has entered into a Deed of Accession, the interest specified in that deed as may be increased or decreased under clause 22.5.

Financial Support has the meaning given to that term in clause 20.1(b).

Financial Supporter has the meaning given to that term in clause 20.4(a).

Financial Support Fee has the meaning given to that term in clause 20.3(a).

Financial Support Loan has the meaning given to that term in clause 20.4(a).

Financial Year means:

(a) the period commencing on the date of this document and ending on 31 December; and

(b) each subsequent 12 month period.

7

Financing and Funding Schedule means the funding and financing schedule of the Group as set out in sections V and VI (respectively) of the Project Plan and as amended from time to time subject to clause 7.2(a).

Force Majeure means:

(a) any change in Law or rules or regulations of a Governmental Agency; or

(b) any of the following (but only to the extent outside the control of the Group):

(i) any act of God;

(ii) any political conditions, including acts or war, armed hostilities or terrorism;

(iii) any conditions resulting from natural disasters;

(iv) any deterioration in global market conditions or the market conditions in Hong Kong, Macau or the People s Republic of China (except to the extent such deterioration has a significantly disproportionate impact on MCE and its Affiliates when taken as a whole relative to other participants in the gaming industry in Macau);

(v) any crisis or material disruption in the global financial system or the financial systems of Hong Kong, Macau or the People s Republic of China;

(vi) any pandemic;

(vii) any labour shortage, or any labour or industrial action of any kind (stoppage, strike, slowdown or interruption of any kind) not specific to the MSC Property; or

(viii) any failure to obtain any Authorisation, despite the Company having used commercially reasonable endeavours to obtain any such Authorisation.

Further Capital Notice has the meaning given to that term in clause 19.6.

Future Funding Date has the meaning given to that term in clause 19.6(b).

Gaming Authorisation means any gaming concession, subconcession, licensing or regulatory Authorisation to conduct gaming business in any jurisdiction.

Gaming Promoter means any gaming promoter duly licensed by the Macau government to act in any such capacity, and whose activity is to promote gaming in casinos in Macau by providing (among other things) amenities such as transport, lodgement, food and beverage and entertainment to patrons.

Gaming Regulator means any Governmental Agency responsible for the regulation of gaming, wagering or betting in any jurisdiction.

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Governmental Agency means:

(a) a government, whether foreign, federal, state, territorial or local;

(b) a department, office, or minister of a government acting in that capacity; or

(c) a commission, delegate, instrumentality, agency, board or other governmental or semi-governmental, judicial, administrative, monetary, regulatory, fiscal or tax authority, whether statutory or not.

Group means the Company and the Company Subsidiaries from time to time and the expressions member of the Group or Group member or Group Company mean any one of them.

HKIAC has the meaning given to that term in clause 7.3(f)(iii).

Hong Kong means the Hong Kong Special Administrative Region of the People’s Republic of China.

Implementation Agreement means the agreement entered into between MCE, MCE Cotai, New Cotai and New Cotai Holdings, LLC dated     June, 2011.

IPO means an initial public offering of any class of equity securities by the Company (or a new holding company formed as a special purpose vehicle for the initial public offering (IPO HoldCo) provided that, as part of, or immediately after such offering, a Shareholder has the right, at its sole option, to cause the Company to exchange any or all of its Securities for equity securities of the class offered in such offering) in conjunction with a listing or quotation of those equity securities on a Recognised Stock Exchange.

Land means a plot of land situated in Macau, at the Cotai reclaimed land area, with gross area of 140,789 square meters, described at the Macau Immovable Property Registry under n.º 23059, comprised by lots G300, G310 and G400, denoted by the letter “A” on map no. 5899/2000 issued by Macao Cartography and Cadastre Bureau on 22 January 2001.

Land Grant means the land concession by way of lease, for the Land, for a period of 25 years as of 17 October 2001, renewable for successive periods of ten years up to 19 December 2049, registered with the Macau Immovable Property Registry in PropCo’s name under inscription no. 26642 of Book F, titled by Dispatch of the Secretary for Public Works and Transportation no. 100/2001 of 9 October 2001.

Largest Minority Shareholder means:

(a) the Minority Shareholder holding the most Securities of all Minority Shareholders; or

(b) if there is more than one Minority Shareholder holding the same number of Securities and more Securities than any other Minority Shareholder, each such Minority Shareholder.

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Law means any law or legal requirement, including at common law, in equity, under any statute, regulation or by-law and any decision, directive, guidance, guideline or requirement of any Governmental Agency.

Macau means the Macau Special Administrative Region of the People’s Republic of China.

Majority of the Minority Shareholders means the holders of a majority of the Securities on issue held by all of the Minority Shareholders.

Management Accounts means the monthly unaudited management accounts for the Group which must include:

(a) a statement of financial performance;

(b) a statement of financial position;

(c) cash flow statement; and

(d) a statement of the source and application of funds for the Financial Year to date.

MCE Casino(s) means the casino(s) and gaming area(s) owned directly or indirectly (in whole or in majority) or operated (or both) by MCE, the MCE Subconcessionaire or any of their respective Affiliates.

MCE Director means a Director appointed by the MCE Shareholders under clauses 3.2(a) or 3.2(b) (as applicable).

MCE Shareholders means MCE and any Affiliate (under clause (a) of that definition, but not clause (b) or (c) thereof) of MCE to whom Securities are issued or Transferred under this document.

MCE Shareholder Valuation Expert means the Valuation Expert MCE notifies to the Company pursuant to the Implementation Agreement, provided that Shareholders holding a majority of the Securities on issue held by all of the MCE Shareholders may from time to time (but not more than once per year) change the MCE Shareholder Valuation Expert by selecting a different person from the list set out in schedule 4 and notifying the Company and each Minority Shareholder within 3 Business Days following such change.

MCE Subconcession means the trilateral agreement dated 8 September 2006 entered into by and among the Macau government, Wynn Resorts (Macau), S.A. (Wynn Macau) (as concessionaire for the operation of casino games of chance and other casino games in Macau, under the terms of a concession contract dated 24 June 2002 between Macau and Wynn Macau, as amended on 8 September 2006) and the MCE Subconcessionaire, comprising a set of instruments from which shall flow an integrated web of rights, duties and obligations by and for all and each of Macau, Wynn Macau and the MCE Subconcessionaire, pursuant to the terms of which the MCE Subconcessionaire shall be entitled to operate casino games of chance and other casino games in Macau as an autonomous subconcessionaire in relation to Wynn Macau, including any supplemental letters or agreements entered into or issued by the Macau government and the MCE Subconcessionaire from time to time, and including any replacement concession or subconcession for the operation of casino games of chance and other casino games in Macau.

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MCE Subconcessionaire means Melco Crown Gaming (Macau) Limited, a company incorporated in Macau, or any other Affiliate of MCE holding the MCE Subconcession from time to time.

Memorandum and Articles of Association means the memorandum and articles of association of the Company attached to this document as Annexure A as may be amended from time to time in accordance herewith.

Minority Director means a Director appointed by the Minority Shareholders under clause 3.3(a).

Minority Shareholders means any Shareholder as at the date of this document (other than any MCE Shareholder) and any person (other than any MCE Shareholder) to whom a Shareholder (other than, with respect to Transfers of Securities to persons who are not Minority Shareholders at the time of such Transfer, any MCE Shareholder) Transfers Securities.

Minority Shareholder Valuation Expert means the Valuation Expert New Cotai notifies to the Company pursuant to the Implementation Agreement, provided that the Majority of the Minority Shareholders may from time to time (but not more than once per year) change the Minority Shareholder Valuation Expert by selecting a different person from the list set out in schedule 4 and notifying the Company and MCE within 3 Business Days following such change.

Minority Transferor has the meaning given to that term in clause 24.2.

MSC Casino means the casino and gaming area to be constructed or operated within the MSC Property.

MSC Property means the Macau Studio City project to be developed and operated on the Land.

New Shareholder has the meaning given to that term in clause 26.7.

Non Defaulting Shareholders has the meaning given to that term in clause 18.1.

Notified Party has the meaning given to that term in clause 27.2(b).

Oaktree Funds means each of OCM Opportunities Fund V, L.P., OCM Asia Principal Opportunities Fund, L.P., and OCM Opportunities Fund VI, L.P.

Observer means an observer appointed to the Board in accordance with clause 3.4(a).

Offer has the meaning given to that term in clause 21.1.

Offer Notice has the meaning given to that term in clause 21.2.

Offeree has the meaning given to that term in clause 21.1.

Opening means the opening of the MSC Property to the public.

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Performance Failure means, in respect of any employee of a Group Company:

(a) continued failure to perform the duties and responsibilities described herein or in the person’s employment agreement for his or her position in any Group Company to the standard reasonably required by the Group Company (including the employee’s supervisor) or continued failure to follow a reasonable and lawful order or direction of the relevant Group Company (including that from the employee’s supervisor), other than any such failure resulting from employee’s sickness or disability;

(b) misconduct, such conduct being inconsistent with the due and faithful discharge of his or her duties under his or her employment agreement with such Group Company; or

(c) continued failure, habitual neglect of his or her duties and responsibilities under his employment agreement with such Group Company.

Permitted Transferee means:

(a) in the case of an MCE Shareholder, any Affiliate of MCE;

(b) in the case of a Minority Shareholder (i) any Affiliate of that Minority Shareholder or (ii) any holder of Upstream Securities in that Minority Shareholder or any Affiliate of that holder of Upstream Securities;

(c) in the case of a holder of Upstream Securities in a Minority Shareholder, (I) any holder of Upstream Securities in that holder of Upstream Securities or in that Minority Shareholder or (II) any Affiliate of the holder of Upstream Securities or of any person in clause (I);

(d) in the case of a natural person, any spouse or any other person cohabitating as a spouse, child or step-child, parent or step-parent, parent-in-law, grandchild or grandparent of that person; and

(e) any Project Lender in accordance with clause 22.6.

A person who becomes a holder of Upstream Securities by purchasing such securities in a primary issuance shall not, as a result, become a Permitted Transferee. As used in this definition, Affiliate shall include clause (a) of that definition, but shall not include clause (b) or (c) of the definition thereof.

Policy on Related Party Transactions means a policy regulating the entry by Group Companies into certain transactions with Shareholders, their Affiliates and Connected Parties as initially approved by all of the Directors on the date of this document, and as amended from time to time in accordance with clause 11.2.

President means the most senior executive officer of the Company from time to time or the person holding substantially the same position and having whatever title or designation as the Company may confer from time to time.

Project Budget means the budget for the development and construction of the MSC Property (including pre-opening expenses) as set out in the subsection entitled “Development Budget” in section I of the Project Plan and in section III of the Project Plan, in each case as amended from time to time subject to clause 7.2(a).

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Project Director means the most senior project development officer of the Group from time to time with the responsibility to manage the design, development, construction and completion of the MSC Property.

Project Lenders has the meaning given to that term in clause 20.1(b).

Project Plan means the plans and budget for the construction and development of the MSC Property as agreed to, and initialled by, each of New Cotai, MCE Cotai and MCE prior to the date of this document and amended from time to time subject to clause 7.2(a).

PropCo means East Asia-Televisão Por Satélite, Limitada, a company incorporated in Macau (also known as East Asia Satellite Television Limited).

Proposed Drag Notice has the meaning given to that term in clause 26.2.

Proposed Purchaser has the meaning given to that term in clause 25.2(d).

Proposed Sale Notice has the meaning given to that term in clause 25.2.

Proposed Seller has the meaning given to that term in clause 25.1.

Prospective Purchaser has the meaning given to the term in clause 31.7.

Qualified IPO means an IPO in which the total aggregate value of the Securities or shares of IPO HoldCo publicly sold (including any Securities or shares of IPO HoldCo on issue to be Transferred in the IPO) is not less than US$150 million.

Quarter means the:

(a) the period commencing on the date of this document and ending on the immediately succeeding Quarter Date; and

(b) each 3 month period after the period in (a) and ending on 31 December, 31 March, 30 June and 30 September of each calendar year (each such date, a Quarter Date).

Recognised Stock Exchange means the Stock Exchange of Hong Kong Limited, the Singapore Exchange, the New York Stock Exchange and the NASDAQ and such other exchange jointly designated as such by the MCE Shareholders and the Majority of the Minority Shareholders.

Registration Rights Agreement means the registration rights agreement attached to this document as Annexure E.

Related Agreement has the meaning given to that term in clause 26.9(a).

Reorganisation Event means:

(a) a pro rata dividend of Securities;

(b) a sub-division or consolidation of Securities; or

(c) any other reorganisation or reconstruction of shares the Company is authorised to issue where the Company does not pay or receive cash.

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Respective Proportion means the proportion the number of Securities on issue held by a Shareholder bears to the total number of Securities on issue held by all Shareholders.

Rules means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time).

Sale Offer has the meaning given to that term in clause 24.2.

Sale Notice has the meaning given to that term in clause 24.3.

Sale Securities has the meaning given to that term in clause 25.2.

Securities Issue Notice has the meaning given to that term in clause 20.5.

Security means a fully paid share in the capital of the Company carrying the rights and obligations set out in this document and in the Memorandum and Articles of Association.

Share Sale means the Transfer of all of the Securities in the Company.

Shareholder means a holder of Securities from time to time.

Shareholder Group means each of the MCE Shareholders, on the one hand, and the Minority Shareholders, on the other hand, or either one of them (as the context requires).

Shareholder Loan Agreement means the agreement in the form set out in Annexure D as amended in accordance with clause 35 from time to time.

Shared Vendor Contracts has the meaning given to the term in clause 12.1.

Shared Vendors has the meaning given to the term in clause 12.1.

Silver Point Funds means each of Silver Point Capital Fund, L.P. and Silver Point Capital Offshore Master Fund, L.P.

Steering Committee has the meaning given to that term in clause 10.4(a).

Subsidiary has the meaning given to that term in the Companies Ordinance of Hong Kong (Cap 32 of the Laws of Hong Kong).

Supervisory Board has the meaning given to the term in clause 10.4(c).

Tag Along Notice has the meaning given to that term in clause 25.3.

Tagging Shareholders has the meaning given to that term in clause 25.4.

Tagging Securities has the meaning given to that term in clause 25.3.

Tax means tax, levy, impost, duty or other charge or withholding of a similar nature imposed by any Governmental Agency (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

Third Party Casino means those casinos or gaming areas operated but not majority owned or controlled by MCE or any of its Affiliates.

Third Party Purchaser has the meaning given to that term in clause 26.1.

Tier 1 Reserved Matters means the matters set out in Part A of schedule 3.

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Tier 2 Reserved Matters means the matters set out in Part B of schedule 3.

Tier 3 Reserved Matter means the matter set out in Part C of schedule 3.

Tier 4 Reserved Matter means the matter set out in Part D of schedule 3.

Transaction Documents means this document, the Implementation Agreement, the Registration Rights Agreement, the Commitment Letters and the Memorandum and Articles of Association.

Transfer means to transfer, sell, assign, convey, or otherwise dispose of.

Unsubscribed Securities has the meaning given to that term in clause 21.3(b).

Unsuitable Person means a person or entity whose direct or indirect ownership of Securities could (on the facts then known):

(a) based on the written advice of outside legal counsel to a Shareholder or MCE (as applicable); or

(b) based on an objection received from a Gaming Regulator,

be reasonably expected to adversely impact the suitability or entitlement of:

(x) any member of the Group;

(y) any MCE Shareholder, any holder of Upstream Securities in any MCE Shareholder, or any of their respective Affiliates (under clause (a) of that definition, but not clause (b) or (c) thereof), in each case, in the case of a Transfer of any Securities or Upstream Securities by any person other than those persons; or

(z) any Minority Shareholder, any holder of Upstream Securities in any Minority Shareholder, or any of their respective Affiliates (under clause (a) of that definition, but not clause (b) or (c) thereof), in each case, in the case of a Transfer of any Securities or Upstream Securities by any person other than those persons,

to maintain any Gaming Authorisation.

Upstream Securities means, in respect of a Shareholder, any equity securities or interests in equity securities issued by that Shareholder or by any person that directly, or indirectly through one or more interposed entities (whether legally or beneficially) holds an Effective Interest in Securities held by that Shareholder, but does not include any equity securities or interests in equity securities:

(a) in any investment fund or account managed by any investment fund, or in any successors or Affiliates of the foregoing, or in any person that, directly or indirectly through one or more interposed entities (whether legally or beneficially) holds equity securities or interests in equity securities in any such person;

(b) in MCE, or any of its shareholders or any person that directly, or indirectly through one or more interposed entities (whether legally or beneficially) holds equity securities or interests in equity securities in those shareholders; or

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(c) in any other Shareholder or holder of Upstream Securities whose shares are listed on an internationally recognised stock exchange.

Valuation Expert means each of the MCE Shareholder Valuation Expert, on the one hand, and the Minority Shareholder Valuation Expert, on the other hand, or either one of them (as the context requires).

Valuation Expert Report has the meaning given to the term in clause 34.4(a).

Warranties means the warranties in schedule 2 and Warranty means any of them.

1.2 Construction

Unless expressed to the contrary, in this document:

(a) words in the singular include the plural and vice versa;

(b) any gender includes the other genders;

(c) if a word or phrase is defined its other grammatical forms have corresponding meanings;

(d) includes means includes without limitation;

(e) no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause;

(f) a reference to:

(i) a person includes a partnership, individual, limited liability company, trust, joint venture, unincorporated association, corporation and a Governmental Agency;

(ii) a person or a party includes the person’s legal personal representatives, successors, assigns and persons substituted by novation;

(iii) any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified or replaced;

(iv) an obligation includes a warranty or representation and a reference to a failure to comply with an obligation includes a breach of warranty or representation;

(v) a right includes a benefit, remedy, discretion or power;

(vi) time is to local time in Hong Kong;

(vii) “US$” or US dollars is a reference to the currency of the United States of America;

(viii) “HK$” or HK dollars is a reference to the currency of Hong Kong;

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(ix) this or any other document includes the document as novated, varied or replaced in accordance with the terms hereof and thereof and despite any change in the identity of the parties;

(x) this document includes all schedules, annexures and exhibits to it;

(xi) a clause, schedule or annexure is a reference to a clause, schedule or annexure, as the case may be, of this document;

(xii) a reference to a meeting is a meeting in person, by conference telephone or similar equipment, so long as all of the participants can hear each other; and

(xiii) if the number of Securities the Effective Interest in Securities represents is required to be calculated, if the number is not a whole number, that number will rounded up or down, as appropriate, with .5 or greater rounded up;

(g) if the date on or by which any act must be done under this document is not a Business Day, the act must be done on or by the next Business Day;

(h) where time is to be calculated by reference to a day or event, that day or the day of that event is excluded; and

(i) the schedules and annexures to this document shall be incorporated by reference herein and constitute a part hereof.

1.3 Headings

Headings do not affect the interpretation of this document.

2 Shareholders

As at the date of this document the only Shareholders are New Cotai and MCE Cotai.

3 Directors

3.1 Number of Directors

(a) The number of Directors must not be less than one or more than five (excluding alternate directors).

(b) On the date of this document the number of Directors will be five.

3.2 MCE Directors

(a) Subject to clause 3.2(b), the MCE Shareholders may, from time to time, appoint one Director for every 20% of the Securities on issue held by them in aggregate, including to fill vacancies created by removals under clause 3.2(c) or vacancies created as a result of the application of clauses 3.7(b) or 3.7(c).

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(b) Despite clause 3.2(a), the MCE Shareholders may, from time to time, by notice to the Company, appoint up to three Directors for so long as they hold in aggregate:

(i) more than 40% of the Securities on issue; and

(ii) more Securities on issue than any other Shareholder and its Affiliates to whom Securities have been issued or Transferred in accordance with this document, in the aggregate.

(c) Subject to clause 3.2(d), the MCE Shareholders may remove any Director appointed by them under clauses 3.2(a) or 3.2(b) (as applicable) by notice to the Company.

(d) Any notice under clause 3.2(c) must be signed by Shareholders holding a majority of the Securities on issue held by all of the MCE Shareholders as at the date of the notice.

3.3 Minority Directors

(a) The Minority Shareholders may, by action of the Majority of the Minority Shareholders, for so long as they hold in aggregate:

(i) 20% or more of the Securities on issue, appoint two Directors; and

(ii) 10% or more, but less than 20% of the Securities on issue, appoint one Director, including in each case to fill vacancies created by removals under clause 3.3(c) or vacancies created as a result of the application of clauses 3.7(b) or 3.7(c), in each case by written notice to the Company.

(b) Subject to clause 3.3(c), the Minority Shareholders may, by action of the Majority of the Minority Shareholders, remove any Director appointed by them under clause 3.3(a) by notice to the Company.

(c) Any notice under clause 3.3(b) must be signed by the Majority of the Minority Shareholders as at the date of the notice.

3.4 Minority Shareholder Observers

(a) The Majority of the Minority Shareholders may, for so long as the Minority Shareholders hold, in aggregate, an Effective Interest in Securities of 5% or more but less than 20%, designate by notice to the Company one Observer.

(b) The Majority of the Minority Shareholders may change any Observer designated by them under clause 3.4(a) by notice to the Company.

(c) Any notice under clauses 3.4(a) or 3.4(b) must be signed by the Majority of the Minority Shareholders as at the date of the notice.

(d) No more than one Observer may be designated under this clause 3.4.

3.5 Eligibility and rights of Observers

(a) An Observer is entitled to attend each meeting of the Board.

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(b) An Observer must be given the same notice of each meeting of the Board, at the same time and in the same form, as given to the Directors.

(c) An Observer must be provided with all of the information provided to Directors at the same time as such information is provided to the Directors, including all board packs, agendas and any information to be presented to the Board.

(d) An Observer is not entitled to vote at meetings of the Board.

(e) It is a condition of the designation of an Observer under clause 3.4(a) that the Observer enters into, or is already covered by, a confidentiality deed with the Company on terms substantially the same as the Confidentiality Deed or otherwise acceptable to the Company.

3.6 Chairperson

(a) For so long as clauses 3.2(b)(i) and 3.2(b)(ii) are satisfied, the MCE Shareholders may from time to time by notice to the Company appoint an MCE Director as the Chairperson and may remove from office any person so appointed and appoint another MCE Director as the Chairperson in their place.

(b) If clause 3.2(b)(i) or 3.2(b)(ii) is not satisfied, the holders of a majority of the Securities then on issue may from time to time by notice to the Company appoint a Director as the Chairperson and may remove from office any person so appointed and appoint another Director as the Chairperson in their place.

3.7 Vacation of office

The office of a Director will be vacated if:

(a) the Director is removed under clause 3.2(c) or 3.3(b) (as applicable);

(b) the Director gives notice to the Company that he or she resigns as a Director; or

(c) the Director dies.

3.8 Removal of Directors

(a) If the number of Directors appointed by a person under clause 3.2 or 3.3 is greater than the number of Directors entitled to be appointed by that person under the relevant clause, then that person must, within two Business Days of ceasing to be so entitled, give notice to the Company removing that number of Directors in excess of its entitlement.

(b) If any person to whom clause 3.8(a) applies does not give notice removing the required number of Directors within the period specified in that clause, any person entitled to appoint a Director under clauses 3.2 or 3.3 may give such a notice removing any such Directors.

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3.9 Alternate directors

(a) A Director may, with the prior written approval of the Board, appoint an alternate director by notice to the Company.

(b) An alternate director may attend any Board meeting and vote on any resolution of the Board provided the Director that appointed the alternate is not present at the meeting and is a Director at the time of the meeting.

(c) An alternate director is entitled to a separate vote for each Director the alternate director represents in addition to any vote that alternate director may have as a Director if that alternate director is also a Director.

3.10 Director duties

Each Director and director of a Company Subsidiary shall be required to have regard to, and act in the best interests of, the Company and all of its Shareholders; provided that, to the maximum extent permitted by law and without detracting from or limiting the foregoing obligation, Directors and directors of Company Subsidiaries shall be permitted to also have regard to the interests of the Shareholder Group that appointed that Director in carrying out his or her duties as a Director or a director of any Company Subsidiary to the extent that those interests are consistent with the best interests of the Company and all of its Shareholders.

3.11 Fees and expenses of Directors

(a) The Company must:

(i) pay the reasonable expenses properly incurred by Directors and members of the Supervisory Board in relation to the business of the Group, including accommodation expenses in travelling to and from meetings of the Board, any Group Company, or any committee of any such Company, and any meeting of the Supervisory Board, and provided such expenses are supported by valid receipts; and

(ii) pay the cost of any insurance policies taken out by the Company in respect of the Directors.

(b) No Director is entitled to be paid any fees in connection with his or her appointment or role as a Director.

3.12 D&O Policy

The Company must:

(a) maintain a D&O Policy in respect of each Director and each director of a Company Subsidiary that provides a level of coverage consistent with that maintained by similarly sized companies that engage in activities similar to those undertaken by the Company and the Company Subsidiaries; and

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(b) pay the premiums in respect of that D&O Policy in relation to the Director s term in office and for six years after the expiry of the Director s term (to the maximum extent permitted by Law).

3.13 Indemnity deed

Each Group member must enter into a deed of access and indemnity with each director of such a company (on terms acceptable to the Board) under which it indemnifies the directors to the maximum extent permitted by law and gives each director a right (subject to certain limitations) to have access to and make copies of board papers and minutes in respect of the period during which the relevant director is or was a director of such a company.

4 Board meetings

4.1 Board meetings

This clause 4 applies to each meeting of Directors.

4.2 Minimum notice of meetings of Directors

(a) Unless agreed to the contrary by all the Directors, each Director must receive:

(i) in the case of an emergency, not less 48 hours notice; and

(ii) in all other cases, not less than five days’ notice, of a meeting of the Directors.

(b) Any notice of a meeting of Directors must specify the resolutions to be voted on and the location, date and time of the meeting.

(c) Minority Directors (if there are any) shall be permitted to include additional items for discussion at the Board meeting.

(d) Notice of any meeting that is determined by the Company to be an emergency meeting shall specify that determination, which must be reasonable, the nature of the emergency in reasonable detail and information for participating telephonically or by video-conferencing.

4.3 Provision of information for Board meeting

After the notice referred to in clauses 4.2(a) and 4.2(b) , the Company must:

(a) in the case of an emergency, not less than 24 hours prior to the meeting; and

(b) in all other cases, not less than 2 days prior to the meeting,

deliver to each of the Directors the materials to be discussed at the Board meeting the subject of the notice in clause 4.2(a) (including board packs, agendas and other information to be presented to the Board).

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4.4 Delay in meetings of Directors

(a) A Director may, on receipt of a notice of a meeting of the Directors under clause 4.2(a), by notice to the Company and each other Director, require the meeting to be delayed:

(i) in the case of an emergency meeting, for up to 24 hours; and

(ii) in the case of all other meetings, for up to 48 hours.

(b) Any notice under clause 4.4(a) must specify the date and time the delayed meeting is to be held (but not the place, which will be the same place as the meeting notified under clause 4.2(a)).

(c) Any particular meeting may not be delayed by the Minority Directors as a group and the MCE Directors as a group under clause 4.4(a) more than once each and, in any event, for more than 24 hours in the case of an emergency meeting, and 48 hours in all other cases.

4.5 Quorum for meetings of Directors

(a) A quorum for a meeting of Directors is one MCE Director, provided that clauses 4.2(a), 4.2(b) and 4.4 have been complied with.

(b) An alternate director who is present at a meeting of the Directors in place of his or her appointor will count for the purposes of determining whether a quorum is constituted.

4.6 Voting entitlements

(a) Subject to clause 4.7, each Director is entitled to one vote.

(b) The Chairperson does not have a casting vote in addition to the vote the Chairperson has as a Director.

4.7 Block voting

If at a meeting of the Directors:

(a) there are Directors (or their alternates) present who comprise less than the total number of Directors then appointed by the relevant Shareholder Group (as applicable) and who are otherwise entitled to attend and vote on a resolution at such meeting; or

(b) a Shareholder Group has not exercised its rights to appoint all of the Directors entitled to be appointed by it under clause 3.2(a) , 3.2(b) or 3.3(a) (as the case may be),

then in each case the Directors appointed by the relevant Shareholder Group present at the meeting will be entitled to cast (in aggregate) the number of votes all the Directors appointed by the Shareholder Group (whether appointed or not) would have been entitled to cast had all the Directors entitled to be appointed by that Shareholder Group been appointed and present at the meeting.

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4.8 Decisions of Directors

(a) Subject to clause 4.8(b), a properly noticed meeting of Directors at which a quorum is present is competent to exercise powers and discretions vested in or exercisable by the Directors under this document or the Memorandum and Articles of Association.

(b) Except as set out in clauses 6.2(a)(i)(B), 8.3(b), 13.1(a) and 18.6, any question, matter or issue arising at a meeting of Directors and all resolutions must be decided by a simple majority of votes cast.

4.9 Frequency of meeting of Directors

(a) A meeting of the Directors will be held at least once every three months.

(b) Subject to clause 4.9(c), any Director may call a meeting of Directors.

(c) The Minority Directors may not call more than six meetings of Directors (in aggregate) in any calendar year.

4.10 Interested Directors

(a) Subject to clause 4.10(b), a Director who has a material personal interest in a matter being considered by the Board must not consider the matter in question, vote on the matter or sign any written resolution of the Directors concerning the matter, unless:

(i) that Director has disclosed in sufficient detail the general nature and extent of that interest to the Board at a meeting of the Directors prior to that matter being considered or voted on or written resolution signed; and

(ii) the Board has resolved to permit the Director to consider the matter in question, vote on the matter or sign any written resolution of the Directors concerning the matter (and for the purposes of any such resolution, the interested Director will not have a vote (including as an alternate director or on behalf of any other Director) nor may any vote be cast under clause 4.7 in respect of such Director).

(b) A Director will not be deemed to have a material personal interest under clause 4.10(a) solely because that Director:

(i) is a director, officer, employee or agent of any Shareholder, of any holder of Upstream Securities (and for this purpose sub-paragraphs (a) and (b) of that definition will be disregarded) in that Shareholder, or of any Affiliate of any such person; or

(ii) is, or any of his or her Affiliates is, a holder of Securities or Upstream Securities (and for this purpose sub-paragraphs (a) and (b) of that definition will be disregarded) in a Shareholder.

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4.11 Conduct of meetings of Directors

Directors shall be entitled to participate in meetings by telephone, video-conferencing or similar equipment, such participation will be as effective as if the Directors had met in person, and the Company must use reasonable efforts to accommodate time zone differences when scheduling such meetings.

5 Shareholder meetings

5.1 Shareholder meetings

This clause 5 applies to each meeting of the Shareholders and the shareholders of each Company Subsidiary (with defined terms being adjusted to apply to such Company Subsidiary, as appropriate).

5.2 Notice of meetings

(a) Subject to any express provision of this document or the Memorandum and Articles of Association to the contrary, unless an MCE Shareholder (for so long as there is an MCE Shareholder) and the Majority of the Minority Shareholders consent in writing to shorter notice, at least seven days’ notice in writing must be given to all Shareholders entitled to receive notice of any meeting of Shareholders.

(b) Any notice of a meeting of Shareholders must specify the matters to be voted on and include all other materials to be discussed (including agendas and any other information to be presented to the Shareholders) at that meeting, the location, date and time of the meeting and information for participating telephonically.

5.3 Quorum

The quorum for a meeting of Shareholders is one Shareholder (which must be a representative of an MCE Shareholder for so long as the MCE Shareholder holds at least 40.1% of the Securities on issue), and provided clause 5.2 has been complied with, otherwise a quorum is holders of a majority of the Securities on issue.

5.4 Decisions of Shareholders

Subject to any special majority required as a matter of Law and any other express provision of this document (including clause 7.2(a)) or the Memorandum and Articles of Association to the contrary, questions arising at a general meeting are to be decided by affirmative vote of the holders of a simple majority of votes cast by Shareholders on a poll entitled to vote on the resolution and present in person or by proxy or attorney and voting and any such decision is for all purposes a decision of all of the Shareholders.

5.5 Chairperson

(a) The Chairperson must be the chairperson of the meeting of Shareholders or, if the Chairperson is not present in person or by telephone, video-conferencing or other similar equipment, any Director notified by the Chairperson to the Company prior to commencement of the meeting must be the chairperson of the meeting.

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(b) If at any meeting of the Shareholders neither the Chairperson nor his or her nominee is present, the Directors present must elect one of their number as chairperson of that meeting and if no Director is present then holders of a majority of the Securities on issue present in person or by telephone, video-conferencing or other similar equipment at that meeting must elect one of their number as chairperson of that meeting.

5.6 Conduct of meetings of Shareholders

Shareholders shall be entitled to participate in meetings by telephone or video conference or similar equipment, and such participation will be as effective as if the Shareholders had met in person.

6 Resolutions without a meeting

6.1 Resolutions

Subject to clause 6.2, if Shareholders holding the requisite number of Securities or if the requisite number of Directors (as the case may be) sign a document which:

(a) was sent to all Shareholders or to all Directors (as the case may be); and

(b) contains a statement to the effect that they are in favour of a particular resolution set out in the document,

then for the purpose of this document a resolution in those terms is to be taken as having been passed at a Shareholder meeting or Board meeting (as the case may be), which meeting is taken to have been held on the day and at the time at which the document was last signed.

6.2 Execution

(a) For the purposes of clause 6.1:

(i) a document is signed by the requisite number of:

(A) Shareholders, if it is signed by the Shareholders entitled to vote on the resolution at a Shareholder meeting (including the quorum requirements in clause 5.3) holding a majority of Securities then on issue and held by all of the Shareholders entitled to vote on that resolution, or as otherwise required by applicable Law, this document or the Memorandum and Articles of Association; and

(B) Directors, if it is signed by all Directors entitled to vote on the resolution; and

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(ii) two or more separate documents in identical terms, each of which is signed by one or more Shareholders or Directors (as the case may be), are to be taken to constitute one document.

(b) The MCE Directors, on the one hand, and Minority Directors, on the other hand, may, by prior written notice to the Company and each of the other Directors, to the extent permitted by Law, authorise any one or more of their number to sign a resolution under clause 6.2(a) and such resolution, if signed by that person will be as if it was signed by all of the MCE Directors or Minority Directors (as applicable) who gave such an authority.

7 Corporate Governance

7.1 General management

(a) Without limiting clause 7.2, the Board is responsible for the overall management of the Group.

(b) The Board may, without limiting clause 7.2, delegate to management of members of the Group or any committee of the Board some or all matters relating to the day to day affairs of the Group.

7.2 Shareholder approval matters

(a) The Company must not undertake, and must procure that the other members of the Group do not undertake:

(i) any Tier 1 Reserved Matter without the prior written consent of each Minority Shareholder holding more than 20% of the Securities on issue;

(ii) any Tier 2 Reserved Matter without the prior written consent of each Minority Shareholder holding 20% or more of the Securities on issue;

(iii) the Tier 3 Reserved Matter without the prior written consent of each Minority Shareholder holding 20% or more of the Securities on issue, if the suitability or entitlement of such Minority Shareholder, or any holder of Upstream Securities in any such Minority Shareholder, or any of their respective Affiliates, to hold Gaming Authorisations could reasonably be expected to be adversely affected by the taking of any action which is the subject of the Tier 3 Reserved Matter; or

(iv) the Tier 4 Reserved Matter without the prior written consent of each Minority Shareholder holding more than 2% of the Securities on issue.

(b) Each Shareholder must exercise all of its rights as a Shareholder to procure that the Company does not undertake any Tier 1 Reserved Matter, Tier 2 Reserved Matter or Tier 3 Reserved Matter unless approved under clause 7.2(a).

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(c) The Shareholders must, if required by the Company, do all things reasonably required by the Company (including vote in favour of any Shareholder resolution) to give effect to the relevant matter if the relevant matter has been approved under clause 7.2(a).

(d) A notice (i) signed by a Minority Shareholder (or its duly authorised agent or representative) having approval rights in respect of a particular matter referred to in clause 7.2(a) and (ii) specifically referencing such matter shall be deemed to constitute such Minority Shareholder s written consent when such notice is delivered to the Company.

(e) Clauses 5 and 6 shall not apply to this clause 7.2.

(f) Clause 7.2(a) does not apply to issuances of Securities or the making of loans to the Company under clauses 17 through 21, except to the extent expressly set out in such clauses.

7.3 Disagreement

(a) If any Shareholder having approval rights under clause 7.2(a) is, or becomes, aware that a Group Company proposes to undertake any matter:

(i) which, in the reasonable opinion of that Shareholder, relates to any of the matters specified in item 2 of the Tier 1 Reserved Matters, or item 8 of the Tier 2 Reserved Matters; and

(ii) in respect of which consent has not been, or is not proposed to be, sought under clause 7.2(a) in respect of that matter,

that Shareholder may, by notice to the Company with a copy to each other Shareholder (Disagreement Notice), refer the matter as to whether consent must be sought under clause 7.2(a) (Disagreement) to the representative of such Shareholder and MCE under clauses 7.3(b) and 7.3(c) (as applicable).

(b) A Disagreement Notice must:

(i) specify in reasonable detail, the reasons why, in the reasonable opinion of the relevant Shareholder, consent is required under clause 7.2(a); and

(ii) except in the case of MCE, designate a representative of such Shareholder for the purposes of this clause 7.3.

(c) The representative of MCE for the purposes of this clause 7.3 is the person MCE notifies to the Company pursuant to the Implementation Agreement or such other person as MCE may notify to the Company and each Shareholder from time to time.

(d) The representatives of the applicable Shareholder(s) and MCE must meet and attempt in good faith to resolve the Disagreement within three Business Days of receiving a Disagreement Notice.

(e) If the representatives of the applicable Shareholder(s) and MCE do not resolve the Disagreement within three Business Days after the delivery of the Disagreement Notice, either the applicable Shareholder(s) or MCE may refer the matter for resolution under clause 7.3(f) by serving on the other party a request for expert determination (Expert Request).

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(f) Any Disagreement referred by the applicable Shareholder(s) or MCE to expert determination under clause 7.3(e) must be determined in accordance with the following provisions:

(i) an Expert appointed under this clause is to resolve the matters set out in the Disagreement Notice served under clause 7.3(a);

(ii) the applicable parties shall agree on the appointment of an independent Expert and shall agree with the Expert the terms of his appointment within 7 days of the receipt of the Expert Request by the receiving party;

(iii) if the applicable parties are unable to agree on an Expert or the terms of his appointment within the period under clause 7.3(f)(ii), either party shall then be entitled to request the Hong Kong International Arbitration Centre (HKIAC) to appoint an independent Expert who is a member of good standing at the Hong Kong Bar Association with at least 20 years of experience of civil practice and for the HKIAC to agree with the Expert the terms of his appointment;

(iv) the Expert is required to prepare a written decision and give notice (including a copy) of the decision to the applicable parties within a maximum of 30 days of the written agreement by the Expert of the terms of his appointment;

(v) if the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this clause, then (x) either applicable party may apply to the HKIAC to discharge the Expert and to appoint a replacement independent Expert with the required background, and (y) this clause applies in relation to the new Expert as if he were the first Expert appointed;

(vi) all matters under this clause must be conducted, and the Expert’s decision shall be written, in English;

(vii) the applicable parties are entitled to make brief written submissions to the Expert in such manner and within such time as the Expert may direct, and will provide the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision;

(viii) to the extent not provided for by this clause, the Expert may in his reasonable discretion determine such other procedures to assist with the conduct of the determination as he considers just or appropriate;

(ix) each party shall with reasonable promptness supply each other with all information and give each other access to all documentation as the other party reasonably requires to make a submission under this clause;

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(x) the Expert shall act as an expert and not an arbitrator and the Expert shall determine the matters set out in the Disagreement Notice, which may include any issue involving the interpretation of any provision of this document, his jurisdiction to determine the matters and issues referred to him or his terms of reference;

(xi) if the Expert decides as a preliminary question that he has jurisdiction following a challenge by either party, any party may request, within seven days after having received notice of that decision, that the jurisdictional issue be decided by way of arbitration in accordance with clauses 37.1(d) to 37.1(g), and the decision of the arbitral tribunal shall not be subject to appeal (except in the case of fraud or manifest error); while such a request is pending, the Expert may continue the expert determination proceedings and make a determination on the substantive issues;

(xii) the Expert’s written decision on the matters referred to him shall be final and binding on the parties in the absence of manifest error or fraud;

(xiii) each party shall bear its own costs in relation to the reference to the Expert, and the fees of the Expert and any costs properly incurred by him in arriving at his determination shall be allocated among the parties by the Expert having regard to his or her decision in clause 7.3(f)(xii); and

(xiv) all matters concerning the process and result of the determination by the Expert shall be kept confidential among the applicable parties and the Expert.

(g) After a Disagreement Notice is deemed given in accordance with clauses 7.3(b) and 39, no Group Company may undertake the applicable matter until the Disagreement has been resolved in accordance with this clause 7.3.

7.4 Material Contracts

The Company must, and must procure that each Group Company must, use commercially reasonable endeavours to ensure that each material Contract entered into by a Group Company contains a provision permitting the relevant Group Company to terminate the Contract if the failure to terminate the Contract could reasonably be expected to adversely impact the suitability or entitlement of any Shareholder holding at least 5% of the Securities on issue, any holder of Upstream Securities having an Effective Interest in Securities of at least 5%, or any of their respective Affiliates, to maintain any Gaming Authorisation.

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7.5 Conduct of the business of the Group

The Company must procure and each Shareholder must, to the maximum extent of its rights hereunder, exercise all its rights as a Shareholder to procure, that each other member of the Group complies with this document and the other Transaction Documents (to the extent applicable).

8 Company Subsidiaries and Committees

8.1 Incorporation of Company Subsidiaries

(a) In addition to the rights and powers of the Company at Law, the parties acknowledge and agree that the Company may, or may instruct a Company Subsidiary to, from time to time, but subject to clause 8.1(b) and without limitation of clause 36, incorporate one or more Company Subsidiaries.

(b) It is a condition of the incorporation of any Company Subsidiary under clause 8.1(a) that the memorandum and articles of association (or similar constituent documents) of the relevant Company Subsidiary include (and, as to any Company Subsidiary existing immediately after the date of this document, its constituent documents must be revised as soon as practicable to include) a requirement that any action of the Company Subsidiary which, if undertaken by the Company, would require approval under clause 7.2(a) or approval of the Board, also require approval under that clause and, if applicable, by the Board to be valid (unless such requirement cannot be implemented due to the Laws of the jurisdiction in which the Company Subsidiary is incorporated, in which case the Company will implement such alternative arrangements as would, as closely as possible, give effect to that requirement).

8.2 Subsidiaries

(a) The parties acknowledge and agree that the Board may, from time to time:

(i) subject to clause 8.1 and without limitation of clause 36, incorporate one or more Company Subsidiaries;

(ii) to the extent permitted by applicable Law and subject to approval under clause 7.2(a) (if applicable):

(A) procure the Company Subsidiaries to do any act (including execute any documents), or omit to do any act as required by the Board;

(B) delegate to any Company Subsidiary the authority to do any act (including execute any documents), or omit to do any act, as may be done by the Company; and

(C) authorise any person to do any thing (including execute any document) on behalf of any Company Subsidiary; and

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(iii) subject to clauses 8.1(b) and 8.2(d), appoint such directors to the boards of each Company Subsidiary as it determines.

(b) Without limiting clause 7.2(a), the binding form of any document executed by a Company Subsidiary will require the signature of one director appointed by the MCE Shareholders or any other person authorised by the Board from time to time for so long as the MCE Shareholders are entitled to appoint three Directors.

(c) The parties agree that the Board may require that the Company Subsidiaries (including any Company Subsidiaries incorporated by the Board under clause 8.2(a)) have only the minimum number of directors required by the Law of the jurisdiction in which the Company Subsidiary is incorporated.

(d) The parties acknowledge that PropCo will for so long as it is required by Law to have a minimum of three directors have a board of three directors, two of which will be appointed by the MCE Shareholders and one of which will be appointed by the Minority Shareholders (in each case, for so long as the MCE Shareholders and Minority Shareholders are entitled to appoint three Directors and at least one Director (respectively)).

8.3 Committees

(a) Subject to clause 8.3(b), the Board may, from to time, establish any one or more committees of the Board.

(b) The Board must not establish any committee under clause 8.3(a) or amend such committee’s charter without the prior approval of a Minority Director (for so long as the Minority Shareholders are entitled to appoint a Director).

(c) The Board may determine the membership of, powers of, and the practices and procedures of any committee established by it under this clause.

8.4 Obligation

The parties agree to do all things reasonably required to give effect to this clause 8 (including exercising all their rights as Shareholders, if applicable).

9 Land Grant

9.1 Acknowledgement

The parties acknowledge and agree that the Company intends, as soon as practicable, to cause PropCo to seek:

(a) an amendment to the Land Grant consistent in all material respects with the development of the MSC Property as set out in the Project Plan;

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(b) the approval of the Macau government to the amendment of the Land Grant; and

(c) publication of the Land Grant amendment in the Macau Official Gazette.

9.2 Board powers

Despite anything to the contrary in this document and without limiting the powers of the Board, the parties agree that the Board has the sole and exclusive authority to:

(a) seek the modification of the Land Grant as contemplated by clause 9.1(a); and

(b) procure that PropCo does all things (including the payment of fees and premiums to the Macau government, take all other actions, and execute all documents) required in connection with the modification of the Land Grant as contemplated by clause 9.1(a) (including grant all authorisation letters and powers of attorney by or on behalf of PropCo).

9.3 Co-operation

The Minority Shareholders agree to reasonably co-operate with and not interfere with, and despite anything to the contrary in this document (but without limiting their rights under clause 7.2(a) (if applicable)) do all things reasonably required by the Board including take all reasonable actions and execute all documents) in connection with, or related to, the modification of the Land Grant as contemplated by clause 9.1(a).

10 Senior Management

10.1 President and Project Director

(a) The Board may, after consultation with the Appointing Shareholder, appoint and, except where clause 10.1(b) applies, remove the President and Project Director from time to time.

(b) The Board will not be required to consult with the Appointing Shareholder under clause 10.1(a) prior to removing the President or Project Director for:

(i) Cause; or

(ii) a Performance Failure.

(c) The Board must give the Appointing Shareholder a reasonable opportunity to meet any person proposed to be appointed as the President or Project Director prior to that person being appointed (it being agreed that notice and an opportunity to meet a candidate at least 25 Business Days prior to such candidate's appointment will be deemed reasonable for such purpose).

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(d) The form and amount of compensation of the President and Project Director will be solely determined by the Board but in each case not less than a majority of each person’s total compensation, and substantially all of that person’s cash compensation, must be determined having sole regard to:

(i) in the case of the President, the performance of the Company; and

(ii) in the case of the Project Director, the timely development of the MSC Property having regard to the Development Plan and Project Budget.

(e) For the avoidance of doubt, subject only to the consultation rights in clause 10.1(a), the appointment and removal of the President and the Project Director will be within the sole control of, and the responsibilities and reporting line of the President and Project Director will be solely determined by, the Board from time to time.

10.2 Finance Director

(a) The Appointing Shareholder, if any, may from time to time, nominate a person to be the Finance Director by giving notice to the Company and the MCE Shareholders:

(i) specifying the name of the proposed Finance Director;

(ii) attaching the resume of, and all reports prepared by or on behalf of the Company in relation to, the proposed Finance Director; and

(iii) specifying the proposed date of appointment (which must be no earlier than the date 25 Business Days from the date of receipt of the notice (Appointment Date)).

(b) The MCE Shareholders may veto the appointment of a proposed Finance Director by giving notice to the Appointing Shareholder (with a copy to the Company) no later than 25 Business Days after receipt of the notice in clause 10.2(a).

(c) The Appointing Shareholder must, if requested by the MCE Shareholders, give the MCE Shareholders reasonable opportunity to meet the proposed appointee, assess the proposed appointee’s work references and conduct any executive assessment and any other due diligence process as may be required during the period 25 Business Days after receipt of the notice in clause 10.2(a).

(d) If the appointment of the proposed Finance Director is not vetoed by the MCE Shareholders under clause 10.2(b), that person will be deemed to be appointed on the Appointment Date unless the proposed appointment is withdrawn prior to that date by notice by the Appointing Shareholder to the Company and the MCE Shareholders.

(e) The Finance Director may be removed at any time by:

(i) the Appointing Shareholder, after consultation with the MCE Shareholders;

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(ii) the Board for Cause; or

(iii) under clause 10.3(c).

(f) Subject to clause 10.2(g), the terms of employment of the Finance Director will be determined by the Board provided that his or her responsibilities will include oversight over the Company’s expenses, receipts and disbursements, maintenance of books and records related thereto, financial reporting, operating and capital budgeting, oversight of the Company’s financial systems and controls, supervisory authority over all other finance and accounting employees, and such other responsibilities not inconsistent therewith as determined by the Board from time to time.

(g) The form and amount of compensation of the Finance Director will be solely determined by the Appointing Shareholder (subject to the Company’s annual budget as approved by the Board) after consultation with the MCE Shareholders and having regard to the terms then applicable to employees having similar positions in comparable companies.

(h) The Finance Director will report to the President, or as otherwise determined by the Board from time to time.

10.3 Performance reviews

(a) The employment contract of the Finance Director must provide for regular performance reviews (such reviews to occur at the end of his or her probation period and, after that, at least once every calendar year).

(b) The performance reviews under clause 10.3(a) will be conducted by the President having regard to the terms of the Finance Director’s employment and after consultation with the Appointing Shareholder.

(c) Subject to the approval of the Conflicts Committee and the outcome of the performance reviews conducted under clause 10.3(b), in addition to its right to terminate the Finance Director under clause 10.2(e)(ii), the Board may terminate the employment of the Finance Director for Performance Failure.

10.4 Steering Committee and Supervisory Board

(a) The parties agree that it is the intent of the Board to establish a steering committee (Steering Committee) as soon as practicable.

(b) The Steering Committee will:

(i) consist of such persons as may be appointed by the Board from time to time (which will include the Project Director and the Finance Director); and

(ii) serve as a working committee of the Company’s project development team to facilitate the development and construction and completion of the MSC Property.

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(c) The Steering Committee will be supervised and directed by a supervisory body (Supervisory Board).

(d) The Supervisory Board will be appointed by the Board and will consist of:

(i) a representative of the Minority Shareholders (for so long as the Minority Shareholders are entitled to appoint a Director) with such representative to be appointed and removed from time to time by the Majority of the Minority Shareholders; and

(ii) such other persons as determined by the Board.

(e) The Steering Committee and Supervisory Board will:

(i) meet periodically as and when determined by the Board; and

(ii) be subject to the direction of the Board.

(f) For the avoidance of doubt, the Steering Committee and Supervisory Board will not be committees of the Board.

11 Related Party Transactions and Conflicts

11.1 Related Party Transactions and Conflicts

The parties agree that subject to the approval by all of the Directors, the Company proposes to:

(a) adopt a Conflicts Committee Charter; and

(b) establish a Conflicts Committee.

11.2 Variation

(a) The parties agree that the Conflicts Committee may, subject to clause 11.2(b), amend the Policy on Related Party Transactions from time to time.

(b) The Conflicts Committee must not amend any of the criteria for the approval of related party transactions under the Policy on Related Party Transactions or any of the material provisions of that policy without the prior written consent of holders of a majority of Securities on issue held by Minority Shareholders holding at least 10% of the Securities on issue.

11.3 Implementation of Policy on Related Party Transactions