[Page INTRODUCTION 1 GLOSSARY 5 8 PART I 9 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 9 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 9 ITEM 3. KEY INFORMATION 10 A. SELECTED FINANCIAL DATA 10 B. CAPITALIZATION AND INDEBTEDNESS 13 C. REASONS FOR THE OFFER AND USE OF PROCEEDS 13 D. RISK FACTORS 14 ITEM 4. INFORMATION ON] [H ILLION IXED ATE ORPORATE ECURED OTES P OTES ACILITY AND ECURITY GREEMENT N dated 19 December 2013 EISURE HILIPPINES ORPORATION MCE L as Issuer ROWN HILIPPINES ESORTS ORPORATION MELCO C OLDINGS HILIPPINES ORPORATION MCE H OLDINGS HILIPPINES ORPORATION MCE H as Guarantors and Pledgors ARIOUS INANCIAL NSTITUTIONS V as Noteholders USTRALIA AND EW EALAND ANKING ROUP IMITED A EUTSCHE] [EXECUTION VERSION GUARANTY DATED AS OF JANUARY 21, 2014 By Melco Crown Entertainment Limited in favor of Philippine National Bank – Trust Banking Group as Facility Agent on behalf of itself and the Noteholders under the Notes Facility MILBANK, TWEED, HADLEY & McCLOY HONG KONG CONTENTS Clause Page 1. Interpretation 1 2. Guaranty 2 3. Suretyship Provisions 3 4. Rights] [Execution version USD 340,000,000 LOAN AGREEMENT dated 23 December 2013 for MCE LEISURE (PHILIPPINES) CORPORATION as Borrower MELCO CROWN (PHILIPPINES) RESORTS CORPORATION MCE HOLDINGS (PHILIPPINES) CORPORATION MCE HOLDINGS NO. 2 (PHILIPPINES) CORPORATION as Guarantors and MCE (PHILIPPINES) INVESTMENTS LIMITED as Lender Execution version CONTENTS Clause Page 1. Definitions and Interpretation 1 2. The Facility 21 3. Purpose 22 4. Conditions] [AMENDMENT NO. 2 TO SHAREHOLDERS’ AGREEMENT Amendment No 2 MCE Cotai New Cotai MCE Company This AMENDMENT NO.2 TO SHAREHOLDERS AGREEMENT ( Background A. The Parties Shareholders’ Agreement MCE Cotai, New Cotai, MCE and the Company ( B. Amendment No 1 On September 25, 2012, The Parties entered into an agreement to amend the Shareholders’ Agreement ( C. Under Amendment] [CLIFFORD CHANCE 高 偉 紳 律 師 行 AMENDMENT AND RESTATEMENT AGREEMENT dated 22 June 2011 between, amongst others, MELCO CROWN GAMING (MACAU) LIMITED as the Company with DEUTSCHE BANK AG, HONG KONG BRANCH acting as Agent and DB TRUSTEES (HONG KONG) LIMITED acting as Security Agent FIFTH AMENDMENT AGREEMENT IN RESPECT OF THE SENIOR FACILITIES AGREEMENT CONTENTS Clause Page] [List of Subsidiaries 1. MCE Finance Limited, incorporated in the Cayman Islands 2. MPEL International Limited, incorporated in the Cayman Islands 3. MPEL Nominee One Limited, incorporated in the Cayman Islands 4. MPEL Nominee Two Limited, incorporated in the Cayman Islands 5. MPEL Investments Limited, incorporated in the Cayman Islands 6. Melco Crown (Macau) Limited (formerly known as Melco Crown] [Certification by the Chief Executive Officer I, Lawrence Yau Lung Ho, certify that: 1. I have reviewed this annual report on Form 20-F of Melco Crown Entertainment Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [Certification by the Chief Financial Officer I, Geoffrey Stuart Davis, certify that: 1. I have reviewed this annual report on Form 20-F of Melco Crown Entertainment Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [Certification by the Chief Executive Officer 1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Lawrence Yau Lung Ho Co-Chairman and Chief Executive Officer EX-13.1 10 d634556dex131.htm EX-13.1] [Certification by the Chief Financial Officer 1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Geoffrey Stuart Davis Chief Financial Officer EX-13.2 11 d634556dex132.htm EX-13.2] [Partners: Ashley Davies* Fraser Hern* Kristen Kwok* Arwel Lewis* Andy Randall** Denise Wong* 15 April 2014 Our Ref: DW/AH/M4237-H01577 The Board of Directors Melco Crown Entertainment Limited 36th Floor The Centrium 60 Wyndham Street Central Hong Kong Dear Sirs FORM 20-F Commission Exchange Act Yours faithfully WALKERS Walkers Suite 1501-1507, Alexandra House, 18 Chater Road, Central, Hong Kong T +852] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements Nos. 333-185477 and 333-143866 on Form S-8 of our reports dated March 26, 2014, relating to the consolidated financial statements and financial statement schedule of Melco Crown Entertainment Limited and its subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over]