EX-4.20 NOVATION AND TERMINATION AGREEMENT





Exhibit 4.20




EXECUTION COPY




Dated
30 August 2008




HYATT OF MACAU LTD.




AND




MELCO CROWN (COD) DEVELOPMENTS LIMITED





AND




MELCO CROWN COD (GH) HOTEL LIMITED




 





NOVATION
AND TERMINATION

AGREEMENT





 





 


 









 





Contents





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	1. NOVATION
	 	 	4	 
	 
	 	 	 	 
	2. DEEMED PAYMENTS
	 	 	5	 
	 
	 	 	 	 
	3. FURTHER ASSURANCE
	 	 	5	 
	 
	 	 	 	 
	4. COSTS AND EXPENSES
	 	 	5	 
	 
	 	 	 	 
	5. NO WAIVER OF DEFAULTS AND FUTURE TRANSFERS
	 	 	5	 
	 
	 	 	 	 
	6. TERMINATION OF THE HYATT MA AGREEMENTS
	 	 	5	 
	 
	 	 	 	 
	7. GOVERNING LAW AND JURISDICTION
	 	 	6	 
	 
	 	 	 	 
	8. CONFIDENTIALITY
	 	 	6	 
	 
	 	 	 	 
	9. MISCELLANEOUS
	 	 	6	 






 


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THIS NOVATION AND TERMINATION AGREEMENT is made on 30th day of August
2008



BETWEEN





	(1)	 	Hyatt of Macau Ltd., a company incorporated in Hong Kong with its registered office at Tricor
Services Limited, Level 28, Three Pacific Place, 1 Queen’s Road East, Hong Kong (“Hyatt”);







	(2)	 	Melco Crown (COD) Developments Limited (formerly known as Melco Hotels and Resorts (Macau)
Limited) a company incorporated under the laws of Macau (registered number 19157 (SO)) whose
registered office is at Avenida Xian Xing Hai, No. 105, Zhu Kuan Building, 19th floor, A-C e
K-N, Macau (the “Old Owner”); and







	(3)	 	Melco Crown COD (GH) Hotel Limited a company incorporated under the laws of Macau (registered
number 31453 (SO)) whose registered office is at Avenida Xian Xing Hai, No. 105, Zhu Kuan
Building, 19th floor, A-C e K-N, Macau (the “New Owner”).






WHEREAS





	(A)	 	By a management agreement dated 18 June 2006 (the “Grand Hyatt 2006 MA Agreement”) the Old
Owner and Hyatt entered into an agreement to render management services in respect of the
Grand Hyatt Hotel.







	(B)	 	By a management agreement dated 18 June 2006 (the “Hyatt Regency 2006 MA Agreement”) the Old
Owner and Hyatt entered into an agreement to render management services in respect of the
Hyatt Regency Hotel. The Hyatt Regency 2006 MA Agreement, together with the Grand Hyatt 2006
MA Agreement shall collectively be referred to herein as the “Hyatt MA Agreements”).







	(C)	 	The Old Owner wishes to be released and discharged from the Hyatt MA Agreements and the New
Owner wishes to take up the rights and benefits of the Hyatt MA Agreements and to assume the
obligations and liabilities of the Old Owner under the Hyatt MA Agreements, which have arisen
and accrued on or before the date hereof.







	(D)	 	Hyatt has agreed to release and discharge the Old Owner upon the terms that, inter alia, the
New Owner undertakes to assume the obligations and liabilities of the Old Owner under the
Hyatt MA Agreements, which have arisen and accrued on or before the date hereof in lieu of the
Old Owner.






 


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NOW IT IS HEREBY AGREED




In consideration of HK$100 paid by each of Hyatt and the Old Owner to the New Owner, receipt and
sufficiency of which the New Owner hereby acknowledges:




	1.	 	NOVATION







	1.1	 	The New Owner hereby undertakes to observe, perform, discharge and be bound by the terms,
conditions and covenants of the Hyatt MA Agreements (including all the liabilities and
obligations of the Old Owner arising under the Hyatt MA Agreements, whether actual, contingent
or otherwise, and which have arisen and accrued on or before the date hereof) in every way as
if the New Owner were, and had originally been, a party to the Hyatt MA Agreements in place of
the Old Owner.







	1.2	 	Hyatt hereby releases and discharges the Old Owner from the performance of the Hyatt MA
Agreements and from all liabilities and obligations of the Old Owner arising under the Hyatt
MA Agreements, whether actual, contingent or otherwise, and which have arisen and accrued (on
or before the date hereof) and accepts, the liabilities and obligations of the New Owner under
the Hyatt MA Agreements in place of the liabilities and obligations of the Old Owner and Hyatt
agrees to observe, perform and discharge its liabilities and obligations under the Hyatt MA
Agreements which have arisen and accrued on or before the date hereof in every way as if the
New Owner were, and had originally been, a party to the Hyatt MA Agreements in place of the
Old Owner.







	1.3	 	Hyatt covenants not to bring any suit, action or proceeding or make any demand or claim of
any type against the Old Owner relating to or in connection with the Hyatt MA Agreements or
the relationship created thereby. Such release and discharge in Clause 1.2 being without
prejudice to the liabilities and obligation of the New Owner to Hyatt under the Hyatt MA
Agreements as novated by this Novation and Termination Agreement. Nothing in this provision
shall affect Hyatt’s, the Old Owner’s or the New Owner’s right to make claims or bring an
action for breach of this Novation and Termination Agreement.







	1.4	 	The Old Owner hereby releases and discharges Hyatt from the performance of the Hyatt MA
Agreements and from all liabilities and obligations of the Old Owner arising under the Hyatt
MA Agreements, whether actual, contingent or otherwise, and which have arisen and accrued on
or before the date hereof). The Old Owner covenants not to bring any suit, action or
proceeding or make any demand or claim of any type against Hyatt relating to or in connection
with the Hyatt MA Agreements or the relationship created thereby. Such release and discharge
in this Clause 1.4 being without prejudice to the liabilities and obligation of Hyatt to the
New Owner under the Hyatt MA Agreements as novated by this Novation and Termination Agreement.
Nothing in this provision shall affect Hyatt’s, Old Owner’s or New Owner’s right to make
claims or bring an action for breach of this Novation and Termination Agreement.







	1.5	 	The Old Owner hereby assigns and transfers absolutely to the New Owner all its rights, title
and interests in the Hyatt MA Agreements including all correspondence, memoranda, drawings,
samples, calculations, plans, specifications, models and other relevant documents and
information pertaining to the services and work the Old Owner previously provided under the
Hyatt MA Agreements prior to the date hereof.





 


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	2.	 	DEEMED PAYMENTS







The New Owner agrees with Hyatt that all previous payments made to Hyatt by the Old Owner,
and all previous performance by the Old Owner, under the Hyatt MA Agreements shall for the
purpose of this Novation and Termination Agreement be deemed to be payments and / or, as the
case may be, performance made by the New Owner.




	3.	 	FURTHER ASSURANCE







Each party to this Novation and Termination Agreement shall at all times hereinafter and at
their own cost and expense make, do and execute or cause to be made, done or executed all
such acts, instruments, assurances and writings whatsoever as may be reasonable to perform
or give effect to this Novation and Termination Agreement.




	4.	 	COSTS AND EXPENSES







The New Owner shall bear all the costs and expenses incurred by Hyatt arising out of or in
connection with this Novation and Termination Agreement and all related documentation
prepared in consequence of this Novation and Termination Agreement.




	5.	 	NO WAIVER OF DEFAULTS AND FUTURE TRANSFERS







Except as specifically provided herein, no provision of this Novation and Termination
Agreement, nor any action by Hyatt prior to the date hereof, shall be construed as a waiver
by Hyatt of any right under the Hyatt MA Agreements or any other agreement or applicable
law, including, without limitation, any right with respect to any default under the Hyatt MA
Agreements. The New Owner understands and agrees that it shall not rely on this Novation
and Termination Agreement as indicative of the position Hyatt will take in future proposed
transfers or assignments by New Owner or its owners.




	6.	 	TERMINATION OF THE HYATT MA AGREEMENTS







Without prejudice to the provisions in Clause 1 of this Notivation and Termination
Agreement, with effect from the date hereof, the obligations of each of Hyatt and the Old
Owner under, in relation to or in respect of the Hyatt MA Agreements shall terminate and
shall be of no force and effect. Save as expressly provided in this Novation and
Termination Agreement, no party to either of the Hyatt MA Agreements shall have any further
rights or claims against, or obligations to, the other in respect thereof and the respective
liabilities and obligations of each of Hyatt and the Old Owner to each other thereunder
shall hereafter be released and discharged in accordance with the provisions in Clause 1 of
this Novation and Termination Agreement.


 


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	7.	 	GOVERNING LAW AND JURISDICTION







	7.1	 	This Novation and Termination Agreement shall be governed by and construed in accordance with
the laws of the Hong Kong Special Administrative Region.







	8.	 	CONFIDENTIALITY







Each of Old Owner and New Owner agrees to keep confidential and not disclose the existence
or terms of this Novation and Termination Agreement or any agreement related hereto without
the prior written consent of Hyatt save that any such party shall be entitled to make such
disclosure:




	 	(a)	 	in connection with any proceedings arising out of or in connection with this
Novation and Termination Agreement to the extent that either party may consider
necessary to protect its interests;

	 
	 	(b)	 	if required to do so by an order of a court of competent jurisdiction whether
in pursuance of any procedure for discovering documents or otherwise or pursuant to any
law;

	 
	 	(c)	 	to its auditors or legal advisors or other professional advisers;

	 
	 	(d)	 	if required to do so by any applicable law or in order for such party to comply
with its obligations under this Novation and Termination Agreement;

	 
	 	(e)	 	to its financiers, their agent or legal advisers; or

	 
	 	(f)	 	to a governmental, banking, taxation, stock exchange, securities or regulatory
authority which has legal or other regulatory authority over the relevant party.







	9.	 	MISCELLANEOUS







	9.1	 	This Novation and Termination 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 Novation and Termination Agreement by signing any such counterpart.







	9.2	 	If any provision of this Novation and Termination 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.







	9.3	 	This Novation and Termination Agreement constitutes the entire agreement between the parties
hereto in respect of the novation and termination of the Hyatt MA Agreements and any previous
arrangements, understandings and negotiations in connection thereto are of no effect.






 


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IN WITNESS whereof the parties hereto have executed this Novation and Termination Agreement as a
deed the day and year first above written.



HYATT OF MACAU LTD.




	 	 	 	 	 	 	 	 	 
	Signed, Sealed and Delivered as a Deed

	 	 	)	 	 	Authorised signatory L.S.
	 	 
	for and on behalf of Hyatt of

	 	 	)	 	 	 	 	 
	Macau Ltd., acting by its

	 	 	)	 	 	Full name Larry Tchou	 	 
	authorised signatory:-

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	/s/ Larry Tchou	 	 
	in the presence of:

	 	 	)	 	 	 	 	 






	 	 	 
	/s/ Gary Kwok
 

Signature of Witness

	 	 
	 
	 	 
	Gary Kwok
	 	 
	 

Name:

	 	 







 


 









 







MELCO CROWN (COD) DEVELOPMENTS LIMITED




	 	 	 	 	 	 	 	 	 
	Signed, Sealed and Delivered as a Deed

	 	 	)	 	 	Authorised signatory /s/
Garry Saunders L.S.
	 	 
	for and on behalf of Melco Crown (COD)

	 	 	)	 	 	 	 	 
	Developments Limited, acting by its

	 	 	)	 	 	Full name Garry Saunders	 	 
	authorised signatory:-

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 






	 	 	 
	/s/ Stephanie Cheung
 

Signature of Witness

	 	 
	 
	 	 
	Stephanie Cheung
 

Name:

	 	 






 


 









 





MELCO CROWN COD (GH) HOTEL LIMITED




	 	 	 	 	 	 	 	 	 
	Signed, Sealed and Delivered as a Deed

	 	 	)	 	 	Authorised signatory /s/ Garry Saunders L.S.
	 	 
	for and on behalf of Melco Crown COD

	 	 	)	 	 	 	 	 
	(GH) Hotel Limited, acting by its

	 	 	)	 	 	Full name Garry Saunders	 	 
	authorised signatory:-

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 






	 	 	 
	/s/ Stephanie Cheung
 

Signature of Witness

	 	 
	 
	 	 
	Stephanie Cheung
 

Name: