exv4w5






Exhibit 4.5




			
	 	 	 
	Private and Confidential
	 	Execution Version 
	 	 	 





Dated 7 December 2007




PBL ASIA LIMITED



MELCO PBL INVESTMENTS LIMITED



HO, LAWRENCE YAU LUNG



and



MELCO PBL GAMING (MACAU) LIMITED



 





TERMINATION AGREEMENT

relating to the Shareholders’ Agreement

dated 15 December 2006



 





 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	CLAUSE NO.	 	CLAUSE HEADING	 	PAGE NO.	 
	1.	 	Definitions and Construction
	 	 	1	 
	2.	 	Termination of the Shareholders’ Agreement
	 	 	2	 
	3.	 	Miscellaneous
	 	 	2	 
	 	 	 
	 	 	 	 
	SIGNATURE PAGE	 	 	4	 






 









 






THIS AGREEMENT is made the 7 day of Dec 2007



BETWEEN:-





	(1)	 	PBL Asia Limited, an exempted company incorporated under the laws
of the Cayman Islands whose registered office is situated at
Walker House, Mary Street. P.O. Box 908GT, George Town, Grand
Cayman, Cayman Islands;
	 
	(2)	 	Melco PBL Investments Limited, a company incorporated under the
laws of the Cayman Islands with company number 168835, whose
registered office is situated at Walker House, Mary Street. P.O.
Box 908GT, George Town, Grand Cayman, Cayman Islands;
	 
	(3)	 	Ho, Lawrence Yau Lung, married, of Canadian nationality, holder
of Macau Permanent Resident Identification Card number 1375209
(2), issued on 28 October 2003 by the Macau Identification
Bureau, with address in Macau at Avenida Xiang Xing Hai, Edificio
Zhu Kuan, 19th floor; and
	 
	 	 	(each a “Shareholder” and together the “Shareholders”)
	 
	(4)	 	Melco PBL Gaming (Macau) Limited, a company incorporated under
the laws of Macau SAR with company number 24325, whose registered
office is situated at Avenida Dr Mario Soares No. 25 Edificio
Montepio 1n, Comp. 13, Macau SAR (the
“Company”).




WHEREAS:-





	(A)	 	The Shareholders and the Company have entered into a
shareholders’ agreement dated 15 December 2006 (the
“Shareholders’ Agreement”) in relation to the Company .
	 
	(B)	 	The Shareholders and the Company have agreed to terminate and to
release the obligations and liabilities owing to them pursuant to
the Shareholders Agreement on the terms and conditions set out
herein.




IT IS AGREED as follows:-




1. DEFINITIONS AND CONSTRUCTION





	1.1	 	Interpretation
	 
	 	 	Words and expressions defined in the Shareholders Agreement
shall, unless otherwise defined in this Agreement, or the context
otherwise requires, have the same meanings when used in this
Agreement.
	 
	1.2	 	Clause headings and the table of contents are for ease of reference only.




1









 












	1.3	 	In this Agreement, unless the context otherwise requires:-






	 	(a)	 	references to Clauses and Schedules are references to the clauses of, and schedules to, this Agreement;
	 
	 	(b)	 	reference in a Clause to a sub-clause is a reference to a sub-clause of that Clause;
	 
	 	(c)	 	a reference to any agreement is to that agreement as it may be
amended or varied by the parties thereto from time to time;
	 
	 	(d)	 	the singular includes the plural; and
	 
	 	(e)	 	references to any person include references to their respective successors in title and permitted assigns.





2. TERMINATION OF THE SHAREHOLDERS’ AGREEMENT





	2.1	 	With effect from the date hereof, the obligations of each of the
Shareholders under, in relation to or in respect of the
Shareholders Agreement shall terminate and shall be of no force
and effect and no party thereto shall have any further rights or
claims against, or obligations to, the other in respect thereof
and their respective liabilities and obligations shall be
irrevocably and unconditionally released.
	 
	2.2	 	The Company hereby confirms and agrees with the termination of
the Shareholders Agreement with effect from the date hereof.





3. MISCELLANEOUS





	3.1	 	This Agreement may be executed in any number of counterparts, all
of which taken together shall constitute one and the same
instrument, and any party hereto may execute this Agreement by
signing any such counterpart.
	 
	3.2	 	Any amendments or waiver of any provision of this Agreement shall
only be effective if made in writing and signed by all parties
hereto.
	 
	3.3	 	This Agreement constitutes the entire agreement between the
parties hereto about its subject matter and any previous
arrangements, understandings and negotiations on that subject are
of no effect.
	 
	3.4	 	If any provision of this Agreement is prohibited or unenforceable
in any jurisdiction such prohibition or unenforceability shall
not invalidate the remaining provisions hereof or affect the
validity or enforceability of such provision in any other
jurisdiction.
	 
	3.5	 	This Agreement is governed by and construed in accordance with
the laws of the Macau S.A.R. and all parties hereto irrevocably
agrees that the courts of




2









 











Macau S.A.R. are to have non-exclusive jurisdiction to settle any disputes
which may arise out of or in connection with this Agreement and that
accordingly, any legal action or proceedings arising out of or in connection
with this Agreement may be brought in those courts and all parties hereto
irrevocably submits to the non-exclusive jurisdiction of those courts.



IN WITNESS whereof this Agreement has been executed by the parties hereto on the day and year first
above written.




3











 








SIGNATURE PAGE




	 	 	 	 	 
	PBL ASIA LIMITED 

 	 	 
	 
 	 	 
	Authorised representative 	 	 
	 	 	 
	 
	MELCO PBL INVESTMENTS LIMITED

 	 	 
	 
 	 	 
	Authorised representative 	 	 
	 	 	 
	 
	HO, LAWRENCE YAU LUNG

 	 	 
	 
 	 	 
	 	 	 
	 	 	 
	MELCO PBL GAMING (MACAU) LIMITED

 	 	 
	 
 	 	 
	Authorised representative