[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 12 C. REASONS FOR THE OFFER AND USE OF PROCEEDS 12 D. RISK FACTORS 13 ITEM 4. INFORMATION ON THE] [EXECUTION VERSION STUDIO CITY FINANCE LIMITED as Company THE SUBSIDIARY GUARANTORS PARTIES HERETO 8.500% SENIOR NOTES DUE 2020 INDENTURE November 26, 2012 DB TRUSTEES (HONG KONG) LIMITED as Trustee and Collateral Agent DEUTSCHE BANK TRUST COMPANY AMERICAS as Principal Paying Agent, U.S. Registrar and Transfer Agent and DEUTSCHE BANK LUXEMBOURG S.A. as European Registrar TABLE OF CONTENTS Page ARTICLE 1] [PLEDGE AGREEMENT By STUDIO CITY FINANCE LIMITED in favor of DB TRUSTEES (HONG KONG) LIMITED as Collateral Agent Dated as of November 26, 2012 Table of Contents Page Section 1. Pledge 1 Section 2. Delivery of Pledged Collateral 1 Section 3. 2 Section 4. Further Assurances 2 Section 5. Exercise of Rights, Payments on Pledged Debt 3] [DATED 26 NOVEMBER 2012 STUDIO CITY FINANCE LIMITED as Company DB TRUSTEES (HONG KONG) LIMITED as Collateral Agent BANK OF CHINA LIMITED, MACAU BRANCH as Escrow Agent and BANK OF CHINA LIMITED, MACAU BRANCH as Note Disbursement Agent PLEDGE OVER ACCOUNTS CONTENTS Clause Page 1. Definitions And Interpretation 1 2. Pledge 3 3. Perfection Of Security 4 4. Operation Of] [EXECUTION VERSION ESCROW AGREEMENT among STUDIO CITY FINANCE LIMITED as the Company DB TRUSTEES (HONG KONG) LIMITED as Collateral Agent DB TRUSTEES (HONG KONG) LIMITED as Trustee and BANK OF CHINA LIMITED, MACAU BRANCH as Escrow Agent Table of Contents Page ARTICLE 1 - DEFINITIONS 1 1.1 Definitions 1 1.2 Rules of Interpretation 2 ARTICLE 2 - ACCOUNTS. APPLICATION OF] [Non-Negotiable Intercompany Note Studio City Investments Limited Up to US$825,000,000 Studio City Finance Limited Hong Kong, China November 26, 2012 The Borrower promises to repay to the Company, or order, on December 1, 2020 the aggregate of all the Advances, which shall be an amount not exceeding US$825,000,000, or so much thereof as may remain unpaid, and to pay to] [EXECUTION VERSION NOTE DISBURSEMENT AND ACCOUNT AGREEMENT among STUDIO CITY FINANCE LIMITED as the Company STUDIO CITY COMPANY LIMITED as the Borrower DB TRUSTEES (HONG KONG) LIMITED as Collateral Agent DB TRUSTEES (HONG KONG) LIMITED as Trustee and BANK OF CHINA LIMITED, MACAU BRANCH as Note Disbursement Agent Table of Contents Page ARTICLE 1 - DEFINITIONS 1 1.1 Definitions 1] [EXECUTION VERSION DATED 28 JANUARY 2013 STUDIO CITY COMPANY LIMITED AS THE BORROWER ARRANGED BY AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED BANK OF AMERICA, N.A. BANK OF CHINA LIMITED, MACAU BRANCH CITIGROUP GLOBAL MARKETS ASIA LIMITED CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK DEUTSCHE BANK AG, HONG KONG BRANCH INDUSTRIAL AND COMMERCIAL BANK OF CHINA (MACAU) LIMITED AND UBS AG] [EXECUTION VERSION MCE FINANCE LIMITED as Company THE SUBSIDIARY GUARANTORS PARTIES HERETO 5.00% SENIOR NOTES DUE 2021 INDENTURE February 7, 2013 and DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee, Principal Paying Agent, Registrar and Transfer Agent TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01 Definitions 5 Section 1.02 Other Definitions 33 Section 1.03 Rules of Construction 34 ARTICLE 2] [CLIFFORD CHANCE EXECUTION VERSION DATED 01 MARCH 2013 STUDIO CITY INVESTMENTS LIMITED AS PARENT AND DEUTSCHE BANK AG, HONG KONG BRANCH AS AGENT AMENDMENT AGREEMENT RELATING TO A SENIOR FACILITIES AGREEMENT DATED 28 JANUARY 2013 CONTENTS Clause Page 1. Definitions and Interpretation 1 2. Amendment 2 3. Continuity and Further Assurance 2 4. Miscellaneous 2 5. Governing Law 2 Schedule] [AMENDMENT NO. 1 TO SHAREHOLDERS’ AGREEMENT Amendment MCE Cotai New Cotai MCE Company This AMENDMENT NO. 1 TO SHAREHOLDERS’ AGREEMENT ( BACKGROUND A. Shareholders’ Agreement MCE Cotai, New Cotai, MCE and the Company entered into a Shareholders’ Agreement, dated July 27, 2011 ( B. Original Capital Commitments C. Minimum GFA Requirement On 25 July, 2012, an amendment to the Land] [EXECUTION VERSION COOPERATION AGREEMENT dated among SM INVESTMENTS CORPORATION for itself and on behalf of the other companies listed in Schedule 2 BELLE CORPORATION PREMIUMLEISURE AND AMUSEMENT, INC. and MCE LEISURE (PHILIPPINES) CORPORATION for itself and on behalf of MCE Holdings (Philippines) Corporation and MCE Holdings No. 2 (Philippines) Corporation MARTINEZ VERGARA GONZALEZ & SERRANO COOPERATION AGREEMENT This Cooperation Agreement] [Execution version CONTRACT OF LEASE Lease This Contract of Lease (the “ th day of October 2012, in Sydney, Australia, by and between: (1) BELLE CORPORATION th Lessor Floor, 2 E-com Center, Mall of Asia Complex, J.W. Diokno Boulevard, Pasay City (the “ (2) MCE LEISURE (PHILIPPINES) CORPORATION Lessee Party Parties (Each a “ RECITALS (A) A-1 A-2 A-3 A-4] [EXECUTION VERSION CLOSING ARRANGEMENT AGREEMENT dated OCT 25 2012 among SM INVESTMENTS CORPORATION for itself and on behalf of the companies of the SM Group as listed in Schedule 2 BELLE CORPORATION PREMIUMLEISURE AND AMUSEMENT, INC. and MCE LEISURE (PHILIPPINES) CORPORATION for itself and on behalf of certain of the other companies of the MCE Group Table of Contents SECTION] [EXECUTION COPY STUDIO CITY FINANCE LIMITED as Issuer and THE SUBSIDIARY GUARANTORS AS SPECIFIED HEREIN US$825,000,000 8.500% Senior Notes due 2020 PURCHASE AGREEMENT 9/F, Central Tower 28 Queen’s Road Central Hong Kong PURCHASE AGREEMENT November 16, 2012 Schedule A Each of the institutions named in Initial Purchaser Initial Purchasers (each, an “ Ladies and Gentlemen: Issuer Schedule A Notes Agreement] [Execution version Interpharma Holdings & Management Corporation Pharma Industries Holdings Limited MCE (Philippines) Investments Limited MCE (Philippines) Investments No. 2 Corporation Acquisition Agreement Contents 1 Definitions 1 1.1 Definitions 1 1.2 Construction 7 1.3 Headings 9 2 Conditions 9] [EXECUTION VERSION MCE FINANCE LIMITED as Issuer and THE SUBSIDIARY GUARANTORS AS SPECIFIED HEREIN US$1,000,000,000 5.00% Senior Notes due 2021 PURCHASE AGREEMENT 9/F, Central Tower 28 Queen’s Road Central Hong Kong PURCHASE AGREEMENT January 29, 2013 Schedule A Initial Purchaser Initial Purchasers Each of the institutions named in Ladies and Gentlemen: Issuer Schedule A Notes Agreement Indenture Trustee Schedule B] [EXECUTION VERSION OPERATING AGREEMENT Operating Agreement Agreement This (1) BELLE CORPORATION, th Belle SM INVESTMENTS CORPORATION, SMIC PREMIUMLEISURE AND AMUSEMENT, INC. Floor, 2 E-com Center, Mall of Asia Complex, J.W. Diokno Boulevard, Pasay City, Metro Manila, Philippines (“ th PLAI Floor, 2 E-com Center, Mall of Asia Complex, J.W. Diokno Boulevard, Pasay City, Metro Manila, Philippines (“ Philippine Party Philippine] [Execution Version DATED MELCO CROWN (MACAU) LIMITED as the Company and Obligors’ Agent AND DEUTSCHE BANK AG, HONG KONG BRANCH as Agent AMENDMENT AGREEMENT IN RESPECT OF THE USD1,750,000,000 SENIOR SECURED TERM LOAN AND REVOLVING CREDIT FACILITIES AGREEMENT (ORIGINALLY DATED 5 FROM TIME TO TIME) CONTENTS Clause Page 1. Definitions and Interpretation 1 2. Amendment 2 3. Representations 2 4.] [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 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 EX-13.1 23 d480016dex131.htm EX-13.1] [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. Geoffrey Davis Chief Financial Officer EX-13.2 24 d480016dex132.htm EX-13.2] [Partners: Ashley Davies* Fraser Hern* Kristen Kwok* Arwel Lewis* Roderick Palmer* Andy Randall** Denise Wong* 18 April 2013 The Board of Directors Melco Crown Entertainment Limited 36th Floor The Centrium 60 Wyndham Street Central Hong Kong Our Ref: DW/AH/M4237-H01577 Dear Sirs FORM 20-F Commission Exchange Act Yours faithfully WALKERS Walkers Suite 1501-1507, Alexandra House, 18 Chater Road, Central, Hong Kong] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-185477 and 333-143866 on Form S-8 of our reports dated March 27, 2013, 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]