EX-4.6 AMENDMENT AGREEMENT





Exhibit 4.6




EXECUTION VERSION




DATED 7 DECEMBER 2007




MELCO PBL GAMING (MACAU) LIMITED

as Company




DEUTSCHE BANK AG, HONG KONG BRANCH

as Agent




 






AMENDMENT AGREEMENT IN RESPECT OF

SENIOR FACILITIES AGREEMENT




 







 


 









 







CONTENTS




	 	 	 	 	 
	Clause	 	Page	 
	 
	 	 	 	 
	1. DEFINITIONS AND INTERPRETATION
	 	 	1	 
	 
	 	 	 	 
	2. SUPPLEMENT OF FACILITY AGREEMENT
	 	 	1	 
	 
	 	 	 	 
	3. REPRESENTATIONS
	 	 	2	 
	 
	 	 	 	 
	4. CONTINUITY AND FURTHER ASSURANCE
	 	 	2	 
	 
	 	 	 	 
	5. MISCELLANEOUS
	 	 	2	 
	 
	 	 	 	 
	6. GOVERNING LAW
	 	 	3	 
	 
	 	 	 	 
	SIGNATURES
	 	 	4	 
	 
	 	 	 	 
	SCHEDULE 1
	 	 	6	 
	 
	 	 	 	 
	SCHEDULE 2
	 	 	9	 






 


 









 





THIS AGREEMENT is dated 7 December 2007 and made between:




	(1)	 	MELCO PBL GAMING (MACAU) LIMITED (in its own capacity and as Obligors’ Agent for and on
behalf of the Relevant Obligors) (the “Company”); and







	(2)	 	DEUTSCHE BANK AG, HONG KONG BRANCH in its capacity as Agent (the “Agent”).






RECITALS:




	(A)	 	The parties hereto entered into a USD1,750,000,000 Senior Secured Term Loan and Revolving
Credit Facilities Agreement dated 5 September 2007 (the “Facility Agreement”).







	(B)	 	The Facility Agreement has been amended pursuant to a transfer agreement between, inter
alios, the parties hereto dated 17 October 2007 and a Supplemental Deed in respect of the Deed
of Appointment between, inter alios, the parties hereto dated 19 November 2007.







	(C)	 	It has also been proposed that certain amendments may be made to the Facility Agreement in
connection with an amendment request made by the Company in its letter to the Agent dated 16
November 2007 and as a result, it has now been agreed to further amend the Facility Agreement
as set out below.






IT IS AGREED as follows:




	1.	 	DEFINITIONS AND INTERPRETATION







	1.1	 	Incorporation of defined terms







	 	(a)	 	Unless a contrary indication appears, a term defined in or by reference in
Schedule 2 (Amended and Restated Facility Agreement) has the same meaning in this
Agreement.







	 	(b)	 	The principles of construction and rules of interpretation set out or referred
to in the Schedule 2 (Amended and Restated Facility Agreement) shall have effect as if
set out in this Agreement.







	1.2	 	Clauses







In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context
otherwise requires, a reference to a Clause or a Schedule to this Agreement.




	1.3	 	Designation







In accordance with the Facility Agreement, each of the Company and the Agent designates this
Agreement as a Finance Document.


 


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	2.	 	AMENDMENT OF FACILITY AGREEMENT







With effect from the date falling two Business Days (or such earlier date as may be agreed
by the Agent, acting in its sole discretion) from the date upon which the Agent confirms to
the other Finance Parties and the Company that it has received each of the documents listed
in Schedule 1 (Conditions Precedent) (or waived receipt of, as the case may be) in a form
and substance satisfactory to the Agent (such date the “Effective Date”), the Facility
Agreement shall be amended and apply as between the parties thereto so that it shall be read
and construed for all purposes as set out in Schedule 2 (Amended and Restated Facility
Agreement) (the “Amended and Restated Facility Agreement”).




	3.	 	REPRESENTATIONS







The representations and warranties set out in Schedule 5 (Representations and Warranties) of
the Facility Agreement are deemed to be made by each Relevant Obligor (by reference to the
facts and circumstances then existing) on the date of this Agreement and on the Effective
Date and, in each case, as if any reference therein to any Finance Document in respect of
which any amendment, acknowledgement, confirmation, consolidation, novation, restatement,
replacement or supplement is expressed to be made by any of the documents referred to in
Clause 1.3 (Designation) included, to the extent relevant, such document and the Finance
Document as so amended, acknowledged, confirmed, consolidated, novated, restated, replaced
or supplemented.




	4.	 	CONTINUITY AND FURTHER ASSURANCE







	4.1	 	Continuity







The provisions of the Facility Agreement and the other Finance Documents shall, save as
amended by this Agreement, apply and continue in full force and effect. In particular,
nothing in this Agreement shall affect the rights of the Secured Parties in respect of the
occurrence of any Default which is continuing or which arises on or after the date of this
Agreement.




	4.2	 	Further Assurance







Each Relevant Obligor shall, upon the written request of the Agent and at its own expense,
do all such acts and things reasonably necessary to give effect to the amendments effected
or to be effected pursuant to this Agreement.




	5.	 	MISCELLANEOUS







	5.1	 	Incorporation of terms







The provisions of clause 1.3 (Third Party Rights), clause 18.1 (Transaction Expenses),
clause 30 (Notices), clause 32 (Partial Invalidity), clause 33 (Remedies and Waivers) and
clause 37 (Enforcement) of Schedule 2 (Amended and Restated Facility Agreement) shall be
incorporated into this Agreement as if set out in full herein and as if references in those
clauses to “Agreement” are references to this Agreement and cross-references to specified
clauses thereof are references to the equivalent clauses set out or incorporated herein.


 


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	5.2	 	Counterparts







This Agreement may be executed in any number of counterparts, and this has the same effect
as if the signatures on the counterparts were on a single copy of this Agreement.




	6.	 	GOVERNING LAW







This Agreement is governed by English law.



This Agreement has been entered into on the date stated at the beginning of this Agreement.


 


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SIGNATURES




The Company




(in its own capacity and as Obligors’ Agent for and on behalf of the Relevant Obligors)




MELCO PBL GAMING (MACAU) LIMITED.




	 	 	 	 	 
	By:

	 	/s/ Simon Dewhurst
 

	 	 






 


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The Agent




DEUTSCHE BANK AG, HONG KONG BRANCH




	 	 	 	 	 
	By:

	 	/s/ Frank Fazio
 

	 	 
	 

	 	Frank Fazio Director	 	 
	 
	 	 	 	 
	By:

	 	/s/ Chiu Kin Wing Edward
 

	 	 
	 

	 	Chiu Kin Wing Edward	 	 
	 

	 	Authorised Signatory	 	 






 


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SCHEDULE 1

Conditions Precedent





	1.	 	Corporate Documents







	 	(a)	 	A copy of a resolution of the board of directors of the Company:







	 	(i)	 	save if such resolution is not required under the law of
incorporation or the articles of association of the Company, approving the
terms of, and the transactions contemplated by, the Finance Documents referred
to in paragraph 2 below to which it is a party and resolving that it execute,
deliver and perform the Finance Documents referred to in paragraph 2 below on
its behalf and on behalf of the other Relevant Obligors;







	 	(ii)	 	authorising a specified person or persons to execute the
Finance Documents referred to in paragraph 2 below on its behalf; and







	 	(iii)	 	authorising a specified person or persons, on its behalf, to
sign and/or despatch all documents and notices to be signed and/or despatched
by it under or in connection with the Finance Documents referred to in
paragraph 2 below (each, for the purposes of this Schedule 2 and for so long
as such authorisation remains effective, an “authorised signatory” of the
Company).







	 	(b)	 	A specimen of the signature of each person authorised by the resolution or
power of attorney referred to in paragraph (a) above in relation to and, who will be
executing, the Finance Documents referred to in paragraph 2 below and related
documents.







	 	(c)	 	A certificate of an authorised signatory of the Company, certifying that there
have been no amendments to the Constitutional Documents of each Relevant Obligor since
the date of the Facility Agreement.







	 	(d)	 	A certificate of an authorised signatory of the Company, certifying (or
declaration of a director or other authorised signatory of the Company confirming) that
each document, copy document and other evidence relating to it (and each other
document, copy document or other evidence) specified in this Schedule 1 (Conditions
Precedent) (other than those referred to in paragraph 2 below) is correct, complete and
in full force and effect and has not been amended or superseded as at a date no earlier
than the Effective Date.







	2.	 	Finance Documents







	 	(a)	 	Receipt by the Agent of an original of each of the following Finance Documents,
in each case duly executed by the parties thereto:







	 	(i)	 	this Agreement; and







	 	(ii)	 	any other document entered into which the Agent and the
Company agree prior to the Effective Date to designate as a Finance Document.





 


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	 	(b)	 	Receipt by the Agent of evidence that in respect of each Finance Document
referred to in this paragraph 2:







	 	(i)	 	it has been duly authorised, executed and delivered by or on
behalf of such of the Obligors as are party thereto and duly filed, notified,
recorded, stamped and registered as necessary;







	 	(ii)	 	all conditions precedent to the effectiveness thereof (other
than any such conditions relating to the occurrence of the Effective Date)
have been satisfied or waived in accordance with their respective terms and
each such Finance Document (save as provided in this sub-paragraph (b)) is in
full force and effect accordingly; and







	 	(iii)	 	none of such of the Obligors as is party to any such Finance
Document is or, but for the passage of time and/or giving of notice will be,
in breach of any obligation thereunder.







	3.	 	Accession of Melco PBL (Delaware) LLC







Receipt by the Agent of the documents and other evidence required with respect to the
accession of Melco PBL (Delaware) LLC as an Additional Borrower and an Additional Guarantor
under the Facility Agreement.




	4.	 	Legal opinions







Receipt by the Agent of legal opinions from:




	 	(a)	 	Mr Henrique Saldanha, as to certain matters of Macanese law;

	 
	 	(b)	 	Manuela António Advogados & Notários as to certain matters of Macanese law;
and

	 
	 	(c)	 	Clifford Chance as to English law,







or such other lawyers or law firms as may be reasonably acceptable to the Agent.




	5.	 	Fees and expenses







Receipt by the Agent of evidence that:




	 	(a)	 	all taxes, fees and other costs payable in connection with the execution,
delivery, filing, recording, stamping and registering of the documents referred to in
this Schedule 1; and







	 	(b)	 	all fees, costs and expenses due to the Finance Parties and their advisers
under the Finance Documents on or before the Effective Date,







have been paid or shall be paid (to the extent that such amounts have been duly invoiced) by
no later than the Effective Date.


 


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	6.	 	Termination Agreement







Receipt by the Agent of a certified copy of the Termination Agreement in respect of the
Shareholders’ Agreement dated 15 December 2006 between PBL Asia Limited, Melco PBL
Investments Limited, Mr Lawrence Ho and the Company.




	7.	 	Insurance







Evidence that each Insurance has been amended and endorsed, in each case, as required by
Schedule 8 (Insurances) to the Amended and Restated Facility Agreement.




	8.	 	Other documents and evidence







A copy of any other authorisation or other document, opinion or assurance which the Agent
considers to be necessary or desirable (if it has notified the Company accordingly) in
connection with the entry into and performance of the transactions contemplated by any
Finance Document or for the validity and enforceability of any Finance Document.


 


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SCHEDULE 2

Amended and Restated Facility Agreement





 


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