exv4w4






Exhibit 4.4




EXECUTION VERSION




REGISTRATION RIGHTS AGREEMENT




by and among



MELCO PBL ENTERTAINMENT (MACAU) LIMITED,



DB TRUSTEES (HONG KONG) LIMITED



and



MERRILL LYNCH INTERNATIONAL



Dated: August 30, 2007



 









 





Table of Contents 




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Page	 
	1.	 	 	Definitions
	 	 	1	 
	2.	 	 	Grant of Rights
	 	 	4	 
	3.	 	 	Form F-3 Registration
	 	 	4	 
	4.	 	 	Number of Registrable Securities
	 	 	4	 
	5.	 	 	Blackout Period
	 	 	5	 
	6.	 	 	Registration Procedures
	 	 	5	 
	7.	 	 	Indemnification; Contribution
	 	 	7	 
	8.	 	 	Covenants; Representations and Warranties
	 	 	9	 
	9.	 	 	Miscellaneous
	 	 	11	 






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REGISTRATION RIGHTS AGREEMENT




     REGISTRATION RIGHTS AGREEMENT, dated August 30, 2007 (this “Agreement”), by and among Melco
PBL Entertainment (Macau) Limited, an exempted company incorporated under the laws of the Cayman
Islands (the “Company”), DB Trustees (Hong Kong) Limited (the “Trustee”), and Merrill Lynch
International (“Merrill Lynch”).



     WHEREAS, Melco PBL SPV Limited, an exempted company with limited liability incorporated under
the laws of the Cayman Islands (the “Bond Issuer”), is proposing to issue up to US$250,000,000 in
aggregate principal amount (comprising an initial issuance of US$200,000,000 and an issuance of up
to an additional US$50,000,000 at the option of Merrill Lynch) of 2.4% Guaranteed Exchangeable
Bonds Due 2012 (the “Bonds”);



     WHEREAS, on and from the date one year after the date hereof, being the initial issue date of
the Bonds, the Bonds will be exchangeable into American Depositary Shares of the Company (the
“ADSs”) listed on the NASDAQ Stock Market (the “NASDAQ”) under the ticker symbol MPEL, each
representing, as of the date hereof, three Ordinary Shares (as defined below) of the Company,
issued pursuant to that certain deposit agreement, dated December 22, 2006 (the “Deposit
Agreement”), between the Company and Deutsche Bank Trust Company Americas, as depositary, and all
the holders and beneficial owners from time to time of the ADSs;



     WHEREAS, this Agreement is made pursuant to a subscription agreement, dated July 30, 2007 (the
“Subscription Agreement”), by and among the Bond Issuer, Melco International Development Limited,
Crown Melbourne Limited, Burswood Limited, Publishing and Broadcasting Limited, the Company and
Merrill Lynch, which provides for, among other things, the sale by the Bond Issuer of the Bonds to
Merrill Lynch;



     WHEREAS, the Bond Issuer, Melco International Development Limited and Publishing and
Broadcasting Limited have requested that the Company register on a registration statement under the
Securities Act (as defined below) the Ordinary Shares underlying the ADSs to be delivered on
exchange of the Bonds (“Exchange ADSs” and such transactions in which Bonds are exchanged for ADSs
in accordance with the Trust Deed (as defined below) referred to herein as “Exchange Transactions”)
and keep such registration statement effective for so long as any Bonds remain outstanding and
exchangeable; and



     WHEREAS, the execution of this Agreement is a condition to closing under the Subscription
Agreement.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and
for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by
the parties hereto, the Company agrees with the Trustee and Merrill Lynch, for the benefit of the
Holders (as defined below) and the ADSs as follows:




	1.	 	Definitions. As used in this Agreement, and unless the context
requires a different meaning, the following terms have the
meanings indicated:





     “ADSs” the meaning set forth in the preamble to this Agreement.



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     “Affiliate” means, with respect to any Person, any other Person that directly, or indirectly
through one or more intermediaries, controls, is controlled by or is under common control with, the
Person specified.



     “Agreement” has the meaning set forth in the preamble to this Agreement.



     “Audited Financial Statement Date” has the meaning set forth in Section 5 of this Agreement.



     “Authorized Agent” has the meaning set forth in Section 9(l) of this Agreement.



     “Black-Out Period” has the meaning set forth in Section 5 of this Agreement.



     “Board of Directors” means the Board of Directors of the Company.



     “Bonds” has the meaning set forth in the preamble to this Agreement.



     “Business Day” means any day other than a Saturday, Sunday or other day on which commercial
banks in the State of New York or Hong Kong are authorized or required by law or executive order to
close.



     “Capital Distribution” has the meaning set forth in the Terms and Conditions.



     “Commission” means the United States Securities and Exchange Commission or any similar agency
then having jurisdiction to enforce the Securities Act.



     “Company” has the meaning set forth in the preamble to this Agreement.



     “control” (including the terms “controlling,” “controlled by” and “under common control with”)
means the possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.



     “Deposit Agreement” has the meaning set forth in the preamble to this Agreement.



     “Depositary” means Deutsche Bank Trust Company Americas, as depositary for the ADSs.



     “Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Commission thereunder.



     “Exchange ADSs” has the meaning set forth in the preamble to this Agreement.



     “Exchange Price” has the meaning set forth in the Terms and Conditions.



     “Exchange Rights” has the meaning set forth in the Terms and Conditions.



     “Exchange Transactions” has the meaning set forth in the preamble to this Agreement.



     “F-3 Registration Statement” has the meaning set forth in Section 3(a)(i) of this Agreement.



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     “Holder” means a holder of Bonds.



     “Holders’ Counsel” means counsel selected by Merrill Lynch and notified to the Company in
writing.



     “Indemnified Party” has the meaning set forth in Section 7(a) of this Agreement.



     “Losses” has the meaning set forth in Section 7(a) of this Agreement.



     “Merrill Lynch” means the meaning set forth in the preamble to this Agreement.



     “NASD” means the National Association of Securities Dealers, Inc.



     “NASDAQ” has the meaning set forth in the preamble to this Agreement.



     “Ordinary Shares” means the Ordinary Shares, par value US$0.01 per share, of the Company or
any other share capital of the Company into which such stock is reclassified or reconstituted and
any other ordinary shares of the Company.



     “Outside Date” has the meaning set forth in Section 5 of this Agreement.



     “Person” means any individual, firm, corporation, partnership, limited liability company,
trust, incorporated or unincorporated association, joint venture, joint stock company, limited
liability company, government (or an agency or political subdivision thereof) or other entity of
any kind, and shall include any successor (by merger or otherwise) of such entity.



     “Proceedings” has the meaning set forth in Section 7(a) of this Agreement.



     “Registrable Securities” means any and all Ordinary Shares underlying the Exchange ADSs to be
delivered in Exchange Transactions.



     “Registration Default” has the meaning set forth in the Terms and Conditions.



     “Registration Expenses” has the meaning set forth in Section 6(b) of this Agreement.



     “Registration Statement” means a Registration Statement filed pursuant to the Securities Act,
including the F-3 Registration.



     “Securities Act” means the United States Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.



     “Subscription Agreement” has the meaning set forth in the preamble to this Agreement.



     “Subsidiary” has the meaning set forth in the Terms and Conditions.



     “Terms and Conditions” means the terms and conditions of the Bonds.



     “Trust Deed” means the trust relating to the Bonds, dated on or about August 30, 2007, and
made between the Bond Issuer, Melco International Development Limited, Crown Melbourne Limited,
Burswood Limited, Publishing and Broadcasting Limited and the Trustee, as trustee for the Holders.



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     “Trustee” has the meaning set forth in the preamble to this Agreement.




	2.	 	Grant of Rights. The Company hereby grants registration rights to
the Holders upon the terms and conditions set forth in this
Agreement.
	 
	3.	 	Form F-3 Registration.






	 	(a)	 	Exchange Transaction Registration. The Company shall, subject to Section 5 hereof:






	 	(i)	 	file a shelf registration on Form F-3 (or any successor form)
(the “F-3 Registration Statement”) with the Commission no later
than January 15, 2008 for a sufficient number of Registrable
Securities to exchange all Bonds for Exchange ADSs pursuant to
Exchange Transactions;
	 
	 	(ii)	 	cause such F-3 Registration Statement to become effective as
promptly as practicable, but no later than the business day
preceding the first date Exchange Transactions may be exercised
pursuant to the Trust Deed; and
	 
	 	(iii)	 	keep such F-3 Registration Statement effective until all Bonds
have been exchanged for Exchange ADSs pursuant to the F-3
Registration Statement or the principal amount of all
outstanding Bonds shall have been repaid or redeemed in full.






	 	(b)	 	ADS Registration Statement. The Company shall cause the
Depositary of the ADSs to maintain the effectiveness of one or
more Registration Statements on Form F-6 (or any successor form)
at all times registering a sufficient number of ADSs as may from
time to time be necessary to enable the Bond Issuer to comply
with its obligations under the Trust Deed to deliver registered
ADSs.
	 
	 	(c)	 	Expenses. Subject to the terms of Section 6(b) of this Agreement,
the Company shall bear all Registration Expenses in connection
with any Registration Statement pursuant to this Section 3 or the
performance of the Company’s obligations hereunder that have not
been paid pursuant to the Trust Deed by the Bond Issuer or the
Guarantors (as defined in the Trust Deed), whether or not any
such Registration Statement becomes effective.






	4.	 	Number of Registrable Securities.






	 	(a)	 	The Company shall ensure that at all times during the period
specified in Section 3(a) of this Agreement there are at least a
sufficient number of Registrable Securities registered pursuant
to the F-3 Registration Statement (as amended or supplemented
from time to time) to cover the delivery of Exchange ADSs in
Exchange Transactions for all Bonds outstanding.
	 
	 	(b)	 	In order to comply with Section 4(a) above, the Company will
register such additional Registrable Securities as may from time
to time be necessary to enable the Bond Issuer to comply with its
obligations under the Trust Deed to deliver registered Exchange
ADSs, by filing and having declared effective additional
post-effective amendments to the F-3 Registration Statement
and/or additional registration statements registering such
additional Registrable Securities.




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	5.	 	Blackout Period. The Company may, by written notice to the Trustee,
Merrill Lynch and the Bond Issuer, at its discretion, postpone the
filing of or suspend the use of the F-3 Registration Statement and any
prospectus used to effect Exchange Transactions during the following
periods (each, a “Blackout Period”): (A) the period commencing on the
date (the “Audited Financial Statement Date”) that the time period
from the balance sheet date of the most recent audited financial
statements of the Company for a financial year, included or
incorporated by reference into the shelf registration statement,
exceeds the maximum time period permitted under the applicable rules
and regulations under the Securities Act, and ending on the earlier of
(x) the date the Company files its annual report on Form 20-F for the
most recent full financial year and (y) four months after the end of
such most recent full financial year (the “Outside Date”); provided
that no Black-Out Period under this clause (A) shall be applicable if
the Audited Financial Statement Date falls after the Outside Date; and
(B) from time to time, if the Board of Directors determines that the
filing or continued use of such Registration Statement or prospectus
would require the Company to make disclosures that would not be in the
best interests of the Company or its stockholders; provided, however,
that the total number of days in which a Black-Out Period under this
clause (B) is in effect shall not, in the aggregate, exceed 60 days
during any calendar year.
	 
	6.	 	Registration Procedures.






	 	(a)	 	Obligations of the Company. Whenever registration of Registrable
Securities is required pursuant to Section 3 of this Agreement,
the Company shall use its reasonable best efforts to effect the
registration of such Registrable Securities as quickly as
practicable, and in connection with any such request, the Company
shall, as expeditiously as possible:






	 	(i)	 	use its reasonable best efforts to become eligible to file
Registration Statements with the Commission on Form F-3 no later
than December 22, 2007;
	 
	 	(ii)	 	use its reasonable best efforts to prepare and file with the
Commission the F-3 Registration Statement and cause the F-3
Registration Statement to become effective and keep the F-3
Registration Statement effective for the relevant period
provided for in Section 3 of this Agreement; provided, however,
that (x) before filing such Registration Statement or prospectus
or any amendments or supplements thereto, the Company shall
provide Holders’ Counsel an adequate and appropriate opportunity
to review and comment on the F-3 Registration Statement and each
prospectus included therein (and each amendment or supplement
thereto) to be filed with the Commission, subject to such
documents being under the Company’s control, and (y) the Company
shall notify the Holders’ Counsel and the Trustee of any stop
order issued or threatened by the Commission and take all action
required to prevent the entry of such stop order or to remove it
if entered;




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	 	(iii)	 	prepare and file with the Commission such amendments and supplements
to the F-3 Registration Statement required under Section 3 and the
prospectus used in connection therewith as may be necessary to keep
the F-3 Registration Statement effective for the period referred to
in Section 3;
	 
	 	(iv)	 	use its best efforts to register or qualify such Registrable
Securities under such other applicable securities or “blue sky”
laws in any relevant jurisdiction as may be required in
connection with any Exchange Transactions, and to continue such
qualification in effect in such jurisdiction for as long as
permissible pursuant to the laws of such jurisdiction, or for as
long as may be required for any Exchange Transaction, whichever
is shortest; provided, however, that the Company shall not be
required to (x) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify
but for this Section 6(a)(iv), (y) subject itself to taxation in
any such jurisdiction or (z) consent to general service of
process in any such jurisdiction;
	 
	 	(v)	 	notify the Trustee, upon discovery that, or upon the happening of
any event as a result of which, the prospectus included in the
F-3 Registration Statement contains an untrue statement of a
material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading and the Company shall promptly prepare a supplement or
amendment to such prospectus so that such prospectus shall not
contain an untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under
which they were made, not misleading and furnish to the Trustee
the number of copies of such supplement to or an amendment of
such prospectus as the Trustee requests for the purpose of making
the same available to Holders;
	 
	 	(vi)	 	use its reasonable best efforts to cause all the Exchange ADSs
to be listed on each securities exchange on which similar
securities issued by the Company are then listed; provided that
the applicable listing requirements are satisfied;
	 
	 	(vii)	 	keep Holders’ Counsel advised in writing as to the initiation
and progress of any registration under Section 3 hereunder; and
	 
	 	(viii)	 	take all other steps reasonably necessary to effect the
registration of the Registrable Securities and the Exchange
ADSs contemplated hereby.






	 	(b)	 	Registration Expenses. The Company shall pay all expenses arising
from or incident to its performance of, or compliance with, this
Agreement, including, without limitation: (i) Commission,
securities exchange and NASD registration and filing fees; (ii)
all fees and expenses incurred in complying with securities or
“blue sky” laws in connection with Exchange Transactions; (iii)
all printing, messenger and delivery expenses; and (iv) the fees,
charges




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	 	 	 	and expenses of counsel to the Company and of its independent public
accountants and any other accounting fees, charges and expenses incurred by the
Company (including, without limitation, any expenses arising from any special
audits incidental to or required by any registration or qualification). All of
the expenses described in the preceding sentence of this Section 6(b) are
referred to herein as “Registration Expenses.”






	7.	 	Indemnification; Contribution.






	 	(a)	 	Indemnification by the Company. The Company hereby undertakes
with Merrill Lynch and each other Indemnified Party, to the
fullest extent permitted by law, to indemnify and hold Merrill
Lynch and each other Indemnified Party harmless on an after tax
basis from and against any Losses whatsoever, as incurred, in
connection with or arising out of against any and all Proceedings
whatsoever, as incurred, in connection with or arising out of (A)
any breach or alleged breach by the Company of any of its
representations, warranties, or agreements under Section 8(b) of
this Agreement; (B) against any and all Losses whatsoever, as
incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding
by any governmental agency or body, commenced or threatened, or
of any claim whatsoever based upon any such breach or alleged
breach by the Company; or (C) against any and all Losses
whatsoever, as incurred (including the fees and disbursements of
counsel chosen by Merrill Lynch), in investigating, disputing,
preparing, defending against or providing evidence in connection
with any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any
actual or potential claim whatsoever based upon any such breach
or alleged breach by the Company, to the extent that any such
expenses are not paid under (A) to (B) above.
	 
	 	 	 	For the purpose of this Agreement, “Indemnified Party” shall mean
Merrill Lynch and, its Affiliates including each person, if any,
who controls such Affiliate within the meaning of either section
15 of the Securities Act or section 20 of the Exchange Act and
their respective directors, officers, employees and agents (in
each case whether present or future); “Proceedings” shall mean
any claims, actions, liabilities, demands, investigations,
proceedings (including any governmental or regulatory
investigations), awards or judgments threatened, brought or
established; and “Losses” shall mean all losses (including
taxation), liabilities, costs, charges and reasonable expenses
(including legal fees properly incurred) which Merrill Lynch or
any other Indemnified Party may suffer or incur (including, but
not limited to, all such losses, liabilities, costs, charges or
expenses (including legal fees properly incurred) suffered or
incurred in disputing, defending, investigating, complying with
or providing evidence in connection with any Proceedings and/or
in establishing its right to be indemnified pursuant to this
Section 7 and/or in seeking advice in relation to any
Proceedings, whether or not such Proceedings are defended or
disputed successfully and whether or not Merrill Lynch or any
other Indemnified Party is an actual or potential party to such
Proceedings).
	 
	 	(b)	 	Extent of Indemnification. The indemnity contained in this
Section 7 shall extend (without limitation) to all such Losses
envisaged by this Section 7




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	 	 	 	which such Indemnified Party may incur (in any capacity, whether joint or
several and whether or not such Indemnified Party is an actual or potential
party to any such aforementioned claim or proceeding) including establishing
any claim in respect of or mitigating any such Loss on its part or otherwise
enforcing its rights under this Section 7, which rights shall be additional and
without prejudice to any rights which such Indemnified Party may have at common
law or otherwise.
	 
	 	(c)	 	Conduct of Indemnification Proceedings. Each Indemnified Party
shall give notice as promptly as reasonably practicable to the
Company of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify the
Company shall not relieve the Company from any liability
hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any
liability which it may have otherwise than on account of this
indemnity agreement. Counsel to the Indemnified Parties shall be
selected by Merrill Lynch. The Company may participate at its own
expense in the defence of any such action; provided, however,
that counsel to the Company shall not (except with the consent of
the Indemnified Party) also be counsel to the Indemnified Party.
In no event shall the Company be liable for fees and expenses of
more than one counsel (in addition to any local counsel) separate
from their own counsel for all Indemnified Parties in connection
with any one action or separate but similar or related actions in
the same jurisdiction arising out of the same general allegations
or circumstances. The Company shall not, without the prior
written consent of the Indemnified Parties, settle or compromise
or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any
claim whatsoever in respect of which indemnification could be
sought under this Section 7 (whether or not the Indemnified
Parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional
release of each Indemnified Party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii)
does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any
Indemnified Party.
	 
	 	(d)	 	Settlement without Consent if Failure to Reimburse. If at any
time an Indemnified Party shall have requested the Company to
reimburse the Indemnified Party for fees and expenses of counsel,
the Company agrees that it shall be liable for any settlement of
the nature contemplated by Section 7(d) effected without its
written consent if (i) such settlement is entered into more than
45 days after receipt by the Company of the aforesaid request;
(ii) the Company shall have received notice of the terms of such
settlement at least 30 days prior to such settlement being
entered into; and (iii) the Company shall not have reimbursed
such Indemnified Party in accordance with such request prior to
the date of such settlement.
	 
	 	(e)	 	Contribution. If the indemnification provided for in this Section
7 from the Company is unavailable to Merrill Lynch hereunder in
respect of any Liabilities referred to herein, then the Company,
in lieu of indemnifying Merrill Lynch, shall contribute to the
amount paid or payable by Merrill




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	 	 	 	Lynch as a result of such Liabilities in such proportion as is appropriate to
reflect the relative fault of the Company and Merrill Lynch in connection with
the actions which resulted in such Liabilities, as well as any other relevant
equitable considerations. The relative faults of the Company and Merrill Lynch
shall be determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact, has been made by, or
relates to information supplied by, the Company or Merrill Lynch, and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such action. The amount paid or payable by a party as a
result of the Liabilities referred to above shall be deemed to include, subject
to the limitations set forth in Sections 7(a), 7(b) and 7(c), any legal or
other fees, charges or expenses reasonably incurred by such party in connection
with any investigation or proceeding.
	 
	 	 	 	The parties hereto agree that it would not be just and equitable
if contribution pursuant to this Section 7(e) were determined by
pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to
in the immediately preceding paragraph. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation.
	 
	 	(f)	 	Access to Records. For the avoidance of doubt, nothing in this
Agreement shall confer any right of access on the Company to any
records or other information of Merrill Lynch or any other
Indemnified Party.






	8.	 	Covenants; Representations and Warranties.






	 	(a)	 	The Company covenants that:






	 	(i)	 	it shall maintain a listing for all the issued ADSs on the
NASDAQ, including all Exchange ADSs issued and delivered on the
exercise of the Exchange Rights attaching to the Bonds;
	 
	 	(ii)	 	it shall not terminate or cancel, or take any action which is
likely to lead to the termination or cancellation of, the ADSs,
or, unless and to the extent an adjustment to the Exercise is
made pursuant to Condition 6.3.10(ii) of the Terms and
Conditions or pursuant to the Deposit Agreement in the
circumstances referred to in Condition 6.3.1 or 6.3.2 of the
Terms and Conditions, change or modify the number of Ordinary
Shares represented by each ADS;
	 
	 	(iii)	 	it shall not modify or amend the Deposit Agreement in a manner which is adverse to Holders;
	 
	 	(iv)	 	it shall, in the event that the ADSs are terminated or
cancelled, cause the Ordinary Shares to be listed on the NASDAQ
or the New York Stock Exchange, such listing to take effect
immediately upon termination or cancellation of the ADSs;




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	 	(v)	 	it shall not make any reduction of its ordinary share capital or any
uncalled liability in respect thereof or of any share premium account
or capital redemption reserve fund except (i) pursuant to the terms of
issue of the relevant share capital, (ii) by means of a purchase or
redemption of share capital of the Company which does not constitute a
Capital Distribution, (iii) where the reduction results in (or would,
but for the fact that the adjustment would be less than one per cent.
of the Exchange Price then in effect, result in) an adjustment to the
Exchange Price or (iv) as permitted by law;
	 
	 	(vi)	 	it shall not in any way modify the rights attaching to the
Ordinary Shares with respect to voting, dividends or liquidation
nor issue any other class of ordinary or common equity share
capital carrying any rights which are more favorable than such
rights attaching to the Ordinary Shares provided that nothing in
this Section 8(a)(vi) shall prevent (i) the issue of equity
share capital to employees (including directors) and other
potential plan participants and beneficiaries, whether of the
Company or any of its Subsidiaries or associated companies by
virtue of their office or employment or other relationship with
the Company or its Subsidiaries pursuant to any scheme or plan
(not being a plan in which substantially all the shareholders of
the Company are entitled to participate) now in existence or
which may in the future be duly adopted by the Company or (ii)
any consolidation or sub-division of the Ordinary Shares or the
conversion of any stock into ADSs or (iii) any modification of
such rights attaching to the Ordinary Shares which is not, in
the opinion of a leading investment bank (acting as an expert)
selected by the Bond Issuer, and approved in writing by the
Trustee, materially prejudicial to the interests of the Holders
or (iv) without prejudice to any rule of law or legislation, the
conversion of ADSs into, or the issue of any ADSs in,
uncertificated form (or the conversion of ADSs in uncertificated
form into certificated form) or the amendment of the articles of
association of the Company to enable title to securities of the
Company (including ADSs) to be evidenced and transferred without
a written instrument or any other alteration to the articles of
association of the Company made in connection with the matters
described in this paragraph or which is supplemental or
incidental to any of the foregoing (including any amendment made
to enable or facilitate procedures relating to such matters and
any amendment dealing with the rights and obligations of holders
of securities (including ADSs) dealt with under such procedures)
or (v) any issue of equity share capital where the issue of such
equity share capital results (or would, but for the fact that
the adjustment would be less than one per cent. of the Exchange
Price then in effect, result) in an adjustment to the Exchange
Price or (vi) the Exchange Rights attached to the Bonds being
exercised;
	 
	 	(vii)	 	it shall not issue or pay up any securities, in either case by
way of capitalization of profits or reserves, other than (i) by
the issue of fully paid Ordinary Shares on a capitalization of
profits or reserves, (ii) by the issue of Ordinary Shares paid
up in full out of profits or reserves in




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	 	 	 	accordance with applicable law and issued wholly, ignoring fractional
entitlements, instead of the whole or part of a cash dividend or (iii) by the
issue of fully paid equity share capital (other than Ordinary Shares) to the
holders of equity share capital of the same class and other holders of shares
in the capital of the Company which by their terms entitle the holders thereof
to receive equity share capital (other than Ordinary Shares) on a
capitalization of profits or reserves, unless in any such case the same gives
rise (or would, but for the fact that the adjustment would be less than one per
cent. of the Exchange Price then in effect, give rise) to an adjustment to the
Exchange Price; and
	 
	 	(viii)	 	no securities (whether issued by the Company or any of its
Subsidiaries or procured by the Company or any of its
Subsidiaries to be issued) issued without rights to convert
into or exchange or subscribe for Ordinary Shares or ADSs
shall subsequently include such rights exercisable at a
consideration per Ordinary Share which is less than 95 per
cent. of the Current Market Price (as defined in the Terms and
Conditions) at the close of business on the last Trading Day
(as defined in the Terms and Conditions) preceding the date of
the public announcement of the proposed inclusion of such
rights unless the same gives rise (or would but for the fact
that the adjustment would be less than one per cent. of the
Exchange Price then in effect, give rise) to an adjustment to
the Exchange Price and that at no time shall there be in issue
Ordinary Shares of differing nominal values.






	 	(b)	 	The representations, warranties and agreements given by the
Company in Section 5.10 of the Subscription Agreement are
incorporated herein and repeated by the Company hereunder.






	9.	 	Miscellaneous.






	 	(a)	 	Recapitalizations, Exchanges, etc. Except as the context
otherwise requires, the provisions of this Agreement shall apply
to the full extent set forth herein with respect to (i) Ordinary
Shares and ADSs, (ii) any and all voting shares of the Company
into which the Ordinary Shares are converted, exchanged or
substituted in any recapitalization or other capital
reorganization by the Company and any depositary shares or like
interests representing such voting shares and (iii) any and all
equity securities of the Company or any successor or assign of
the Company (whether by merger, consolidation, sale of assets or
otherwise) which may be issued in respect of, in conversion of,
in exchange for or in substitution of, Ordinary Shares or ADSs
and any depositary shares or like interests representing such
equity securities shall be appropriately adjusted for any stock
dividends, splits, reverse splits, combinations,
recapitalizations and the like occurring after the date hereof.
The Company shall cause any successor or assign (whether by
merger, consolidation, sale of assets or otherwise) to enter into
a new registration rights agreement with the Trustee and Merrill
Lynch, or their respective successors or assigns, on terms
substantially the same as this Agreement as a condition of any
such transaction.
	 
	 	(b)	 	No Inconsistent Agreements. The Company represents and warrants
that it has not entered into any agreement, or granted to any
Person any right, that is




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	 	 	 	inconsistent with the rights granted to the Trustee, Merrill Lynch or the
Holders in this Agreement or that otherwise conflicts with the provisions
hereof. The Company shall not enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Trustee, Merrill
Lynch or the Holders in this Agreement or grant any additional registration
rights to any Person or with respect to any securities which are not
Registrable Securities which are prior in right to or inconsistent with the
rights granted in this Agreement.
	 
	 	(c)	 	Absence of Effective F-3 Registration Statement upon Exchange.
If, for any reason, a Registration Default exists at a time when
an Exchange Right is exercised or delivery of Exchange ADSs
pursuant to the exercise of an Exchange Right is required, the
Issuer, or failing which the Guarantors (as defined in the Terms
and Conditions), shall be required to pay the Holder Cash
Settlement Amount (as defined in the Terms and Conditions) in
respect of such Exchange Transaction in accordance with Condition
6.6 of the Terms and Conditions. To the extent a Holder is
entitled to exercise its Holder Cash Settlement Option in
accordance with Condition 6.6 of the Terms and Conditions and
does so exercise such option, and the Issuer and/or Guarantors
fail, for any reason whatsoever, to pay the Holder Cash
Settlement Amount due to such Holder under Condition 6.6 of the
Terms and Conditions, such Holder shall, without prejudice to its
rights under the Bonds, be entitled to specifically enforce the
Company’s obligations under this Agreement; provided, however, in
no event will the Company be liable to any Holder for monetary
damages arising from the existence of a Registration Default.
	 
	 	(d)	 	Remedies. Except as specifically provided for in Section 9(c),
the Trustee, Merrill Lynch and the Holders, in addition to being
entitled to exercise all rights granted by law, including
recovery of damages, shall be entitled to specific performance of
their rights under this Agreement. The Company agrees that
monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this
Agreement and hereby agrees to waive in any action for specific
performance the defense that a remedy at law would be adequate.
	 
	 	(e)	 	Amendments and Waivers. Except as otherwise provided herein, the
provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the
provisions hereof may not be given unless consented to in writing
by (i) the Company and (ii) the Trustee (acting in accordance
with the Trust Deed). Any such written consent shall be binding
upon the Company and all of the Holders.
	 
	 	(f)	 	Notices. All notices, demands and other communications provided
for or permitted hereunder shall be made in writing and shall be
made by registered or certified first-class mail, return receipt
requested, facsimile, courier service or personal delivery:






	 	(i)	 	if to the Company:
	 
	 	 	 	Melco PBL Entertainment (Macau) Limited






	 	 	 	36th Floor, The Centrium

60 Wyndham Street

Central, Hong Kong

Telephone no.: (852) 2598 3600

Fax no.: (852) 2537 3618

Attention: General Counsel




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	 	(ii)	 	if to the Trustee:






	 	 	 	DB Trustees (Hong Kong) Limited

55th Floor, Cheung Kong Center

2 Queen’s Road

Central, Hong Kong

Telephone no.: (852) 2203 8888

Fax no.: (852) 2203 7320

Attention: Managing Director






	 	(iii)	 	if to Merrill Lynch:






	 	 	 	Merrill Lynch International

15/F Citibank Tower

3 Garden Road

Central, Hong Kong

Telephone no.: (852) 2536 3888

Fax no.: (852) 2536 2789

Attention: General Counsel






	 	(iv)	 	if to a Holder, to the address of such Holder set forth in the
security register or other records of the Company; provided,
however, that so long as the Bonds will be in global form, all
notices hereunder may be delivered through Euroclear and
Clearstream.






	 	 	 	All such notices, demands and other communications shall be
deemed to have been duly given when delivered by hand, if
personally delivered; when delivered by courier, if delivered by
commercial courier service; five (5) Business Days after being
deposited in the mail, postage prepaid, if mailed; and when
receipt is mechanically acknowledged, if sent by facsimile. Any
party may by notice given in accordance with this Section 9(f)
designate another address or Person for receipt of notices
hereunder.
	 
	 	(g)	 	Successors and Assigns; Third Party Beneficiaries. Except as
otherwise provided herein, this Agreement shall inure to the
benefit of and be binding upon the successors and assigns of the
Company, Merrill Lynch and the Trustee. The Holders and their
successors and assigns (including transferees of Bonds) are
intended to be third-party beneficiaries of this Agreement.
Except as provided in Section 7 and in this Section 9(g), no
Person other than the parties hereto and the Holders and their
successors and assigns (including transferees of Bonds) is
intended to be a beneficiary of this Agreement. Each of the
Trustee and Merrill Lynch shall have the right to enforce any
agreements and/or undertakings made hereunder between the
Company, on the




13









 












	 	 	 	one hand, and the Holders, on the other hand, to the extent it deems such enforcement
necessary or advisable to protect its rights or the rights of Holders hereunder. For the
avoidance of doubt, the Trustee is a party to this Agreement solely for the purpose of
taking the benefit, for and on behalf of itself and Holders, of provisions of this
Agreement in its favor and shall incur no liability by so doing.
	 
	 	(h)	 	Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature
page of this Agreement by facsimile shall be as effective as
delivery of a manually executed counterpart of a signature page
of this Agreement.
	 
	 	(i)	 	Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the
meaning hereof.
	 
	 	(j)	 	Governing Law. This agreement shall be governed by and construed
in accordance with the laws of the State of New York, United
States of America, without regard to the principles of conflicts
of law thereof.
	 
	 	(k)	 	Jurisdiction. The parties hereto irrevocably agree to submit to
the non-exclusive jurisdiction of the courts of the State of New
York and the United States federal courts sitting in the Borough
of Manhattan, The City of New York, generally and unconditionally
in all matters arising in connection with this Agreement, and
waive any objection to any legal actions or proceedings arising
in connection with this Agreement being brought in such courts on
the ground of venue or on the ground that such actions or
proceedings have been brought in an inconvenient forum. The
Company irrevocably waives any immunity to jurisdiction to which
it may otherwise be entitled or become entitled (including
sovereign immunity, immunity to pre-judgment attachment,
post-judgment attachment and execution) in any legal action or
proceeding against it arising in connection with this Agreement
which is instituted in any court of the State of New or United
States federal court sitting in the Borough of Manhattan, The
City of New York.
	 
	 	(l)	 	Appointment of Agent for Service of Process. The Company has
appointed Law Debenture Corporate Services, Inc., 4th
Floor, 400 Madison Avenue, New York, NY 10017, U.S.A.,
as its authorized agent (the “Authorized Agent”) upon whom
process may be served in any legal action or proceeding arising
in connection with this Agreement which may be instituted in any
court of the State of New or United States federal court sitting
in the Borough of Manhattan, The City of New York by any party
hereto or any Holder. Such appointment shall be irrevocable. The
Company represents and warrants that the Authorized Agent has
agreed to act as such agent for service of process and agrees to
take any and all actions, including the filing of any and all
documents and instruments, that may be necessary to continue such
appointment in full force and effect as aforesaid. Service of
process upon the Authorized Agent shall be deemed, in every
respect, effective service of process upon the Company.




14









 












	 	(m)	 	Severability. If any one or more of the provisions contained herein,
or the application thereof in any circumstance, is held invalid,
illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way
impaired, unless the provisions held invalid, illegal or unenforceable
shall substantially impair the benefits of the remaining provisions
hereof.
	 
	 	(n)	 	Rules of Construction. Unless the context otherwise requires,
references to sections or subsections refer to sections or
subsections of this Agreement.
	 
	 	(o)	 	Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the
parties hereto with respect to the subject matter contained
herein. There are no restrictions, promises, representations,
warranties or undertakings with respect to the subject matter
contained herein, other than those set forth or referred to
herein or in the Subscription Agreement or the Trust Deed. This
Agreement supersedes all prior agreements and understandings
among the parties with respect to such subject matter.
	 
	 	(p)	 	Further Assurances. Each of the parties shall execute such
documents and perform such further acts as may be reasonably
required or desirable to carry out or to perform the provisions
of this Agreement.





[Remainder of page intentionally left blank]





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     IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this
Registration Rights Agreement on the date first written above.



	 	 	 	 	 
	 	MELCO PBL ENTERTAINMENT 

(MACAU) LIMITED 

 	 
	 	By:  	/s/ Simon Dewhurst
 	 
	 	 	Name:  	Simon Dewhurst      	 
	 	 	Title:  	Executive Vice President and 

Chief Financial Officer 	 
	 
	 	DB TRUSTEES (HONG KONG) LIMITED 

 	 
	 	By:  	/s/ Aric Kay-Russell
 	 
	 	 	Name:  	Aric Kay-Russell      	 
	 	 	Title:  	Director 	 
	 
	 	MERRILL LYNCH INTERNATIONAL 

 	 
	 	By:  	/s/ Rodney Tsang
 	 
	 	 	Name:  	Rodney Tsang      	 
	 	 	Title:  	Managing Director 	 



Signature Page to Registration Rights Agreement





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