[U.S. GAAP þ International Financial Reporting Standards as issued by the International Accounting Standards Board ¨ Other ¨ ¨ Item 18 ¨ ¨ No þ (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) ¨ No ¨ INTRODUCTION 1 GLOSSARY 4 8 PART I 9 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 9 ITEM] [Execution Version MELCO CROWN ENTERTAINMENT LIMITED AND DEUTSCHE BANK AG, HONG KONG BRANCH AND CITICORP INTERNATIONAL LIMITED AND MERRILL LYNCH INTERNATIONAL AND THE ROYAL BANK OF SCOTLAND PLC SUBSCRIPTION AGREEMENT RELATING TO RMB2,300,000,000 3.75% BONDS DUE 2013 CONTENTS Clause Page 1. INTERPRETATION 2 2. ISSUE OF THE BONDS 7 3. 9 4. UNDERTAKINGS BY THE ISSUER 10 5. SELLING RESTRICTIONS] [EXECUTION VERSION MELCO CROWN ENTERTAINMENT LIMITED and DB TRUSTEES (HONG KONG) LIMITED TRUST DEED RELATING TO RMB 2,300,000,000 3.75% BONDS DUE 2013 CONTENTS Clause Page 1. Definitions and Interpretation 1 2. Covenant to Repay 7 3. The Bonds 9 4. Covenant to Comply with Trust Deed and Schedules 10 5. Covenants by the Issuer 11 6.] [EXECUTION VERSION MELCO CROWN ENTERTAINMENT LIMITED AND DB TRUSTEES (HONG KONG) LIMITED AND DEUTSCHE BANK AG, HONG KONG BRANCH PAYING AGENCY AGREEMENT RMB2,300,000,000 3.75% BONDS DUE 2013 CONTENTS Clause Page 1. Interpretation 1 2. Appointment of the Agents 4 3. The Bonds 4 4. Delivery of Definitive Bonds 5 5. Replacement Bonds and Coupons] [AMENDMENT AND RESTATEMENT AGREEMENT dated June 22, 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 1. Definitions and Interpretation 2 2. Prepayments and] [Execution Version East Asia Satellite Television (Holdings) Limited Melco Crown Entertainment Limited eSun Holdings Limited Sale and Purchase Agreement Ref: RR/CY MELC15167-9076111/1 5928147/11 © Contents 1 Interpretation 1 2 Sale and Purchase 1 3 Conditions 2 4 Completion 5 5 Land Grant 6 6] [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] [MELCO CROWN ENTERTAINMENT LIMITED SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE The purpose of the Melco Crown Entertainment Limited Share Incentive Plan (the “Plan”) is to promote the success and enhance the value of Melco Crown Entertainment Limited, an exempted company formed under the laws of the Cayman Islands (the “Company”), by linking the personal interests of the members of the] [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 Gaming (Macau) Limited, incorporated in the Macau] [CODE OF BUSINESS CONDUCT AND ETHICS I. Introduction A. Purpose Code Board MCE This Code of Business Conduct and Ethics (the “ Company This Code applies to all of the directors, officers, employees, agents and subcontractors of MCE and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “ B. Seeking Help and Information This] [Certification by the Chief Executive Officer I, Lawrence 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 of the] [Certification by the Chief Financial Officer I, Geoffrey 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 the] [Certification by the Chief Executive Officer Company Report 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 Ho Co-Chairman and Chief Executive Officer] [Certification by the Chief Financial Officer Company Report 1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [19 April 2012 The Board of Directors Melco Crown Entertainment Limited 36th Floor The Centrium 60 Wyndham Street Central Hong Kong Dear Sirs FORM 20-F Yours faithfully WALKERS EX-15.1 15 d305012dex151.htm CONSENT OF WALKERS]