##### Table of Contents



EXHIBIT 2.7
  AMENDED AND RESTATED
SHAREHOLDERS DEED
RELATING TO
MELCO PBL ENTERTAINMENT
(MACAU) LIMITED
 MELCO LEISURE AND ENTERTAINMENT GROUP LIMITED
 MELCO INTERNATIONAL DEVELOPMENT LIMITED
 PBL ASIA INVESTMENTS LIMITED
 CROWN LIMITED
 MELCO PBL ENTERTAINMENT (MACAU) LIMITED




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##### 



CONTENTS
 1.
    
    THE DICTIONARY
    
    
    - 1 -2.
    
    THE COMPANY
    
    
    - 1 -3.
    
    BOARD OF DIRECTORS
    
    
    - 2 -4.
    
    GROUP COMPANIES
    
    
    - 2 -5.
    
    SHAREHOLDER OBLIGATIONS
    
    
    - 3 -6.
    
    CONFIDENTIALITY
    
    
    - 3 -7.
    
    DISPOSAL OF SHARES
    
    
    - 4 -8.
    
    EVENTS OF DEFAULT
    
    
    - 11 -9.
    
    EXCLUSIVITY
    
    
    - 16 -10.
    
    JOINT VENTURES IN THE TERRITORY
    
    
    - 18 -11.
    
    MELCO GUARANTEE, INDEMNITY AND UNDERTAKING
    
    
    - 18 -12.
    
    CROWN GUARANTEE, INDEMNITY AND UNDERTAKING
    
    
    - 20 -13.
    
    NOTICE FROM A REGULATORY AUTHORITY
    
    
    - 22 -14.
    
    DISPUTE RESOLUTION
    
    
    - 25 -15.
    
    RELATIONSHIP BETWEEN PARTIES
    
    
    - 25 -16.
    
    POWERS OF ATTORNEY
    
    
    - 26 -17.
    
    WARRANTIES
    
    
    - 26 -18.
    
    TAX, COSTS AND EXPENSES
    
    
    - 27 -19.
    
    GENERAL
    
    
    - 27 -ATTACHMENT A DICTIONARY
    
    
    - 1 -ATTACHMENT B PRINCIPLES FOR DETERMINATION OF FAIR MARKET VALUE
    
    
    - 11 -ATTACHMENT C DEED POLL
    
    
    - 12 -




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##### Table of Contents



DATE:
 PARTIES
 1.
    
    MELCO LEISURE AND ENTERTAINMENT GROUP LIMITEDan international business company
incorporated under the laws of the British Virgin Islands of Akara Building, 24 De Castro
Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands
(MelcoSub)2.
    
    MELCO INTERNATIONAL DEVELOPMENT LIMITEDa company incorporated under the laws of
Hong Kong of 38th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong
(Melco)3.
    
    PBL ASIA INVESTMENTS LIMITEDan exempted company incorporated under the laws of the
Cayman Islands of Walker House, Mary Street, P O Box 908GT, George Town, Grand Cayman, Cayman
Islands (CrownSub)4.
    
    CROWN LIMITED(ACN 125 709 953) a company incorporated under the laws of Victoria
of 8 Whiteman St, Southbank VIC 3006 (Crown)5.
    
    MELCO PBL ENTERTAINMENT (MACAU) LIMITEDan exempted company incorporated under the
laws of the Cayman Islands of Walker House, Mary Street, P O Box 908GT, George
Town, Grand Cayman, Cayman Islands (Company)
 WHEREAS
 (A)
    
    The Company was established as a joint venture between MelcoSub and CrownSub and is now
listed on the NASDAQ (NASDAQ:MPEL) and engaged in the business of owning and operating gaming
projects in Macau, S.A.R.(B)
    
    Melco, Crown, MelcoSub, CrownSub and the Company now enter this Deed for the purpose of
regulating the relationship between the parties hereto.




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##### Table of Contents



- 1 - 
 1.
    
    THE DICTIONARY
 1.1
    
    Dictionary
  (a)
    
    defines some of the capitalised terms used in this Deed; and(b)
    
    sets out rules of interpretation which apply to this Deed.
 
 2.
    
    THE COMPANY
 2.1
    
    Nature of Business
  2.2
    
    Name of Company
  2.3
    
    Term of Deed
  (a)
    
    in accordance with this Deed; or(b)
    
    by written agreement among the parties; or(c)
    
    if a Shareholder (or the Permitted Transferees of such Shareholder) cease to hold
any Shares in the Company (otherwise than by reason of a Disposal in breach of the terms of
this Deed).2.4
    
    Exercise of Powers
  (a)
    
    its voting rights as a Shareholder in the Company; and(b)
    
    the voting rights of each Director nominated by it to the Board, subject to the fiduciary and
legal duties of such Directors,




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- 2 -  
 3.
    
    BOARD OF DIRECTORS
 3.1
    
    Number of Directors and Independent Director
  3.2
    
    Appointment and Removal of Directors by Shareholders
  3.3
    
    Change to Number of Directors
  
 4.
    
    GROUP COMPANIES
 4.1
    
    Group Companies




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- 3 - 
 5.
    
    SHAREHOLDER OBLIGATIONS
 5.1
    
    General Obligations
  (a)
    
    act in good faith to the other Shareholder in any transaction relating to the Company; and(b)
    
    in the light of their respective interests in the share capital of Melco PBL Gaming, use all
reasonable efforts to ensure and maintain their suitability in accordance with applicable laws
and regulations of Macau S.A.R. and the terms of the Subconcession.
 
 6.
    
    CONFIDENTIALITY
  (a)
    
    as a media announcement in the form agreed between the parties;(b)
    
    to its officers, employees, professional advisers, auditors or consultants, to the extent
that person requires the information for the purposes of performing their respective
functions;(c)
    
    as required by the Securities Acts or other applicable law or regulatory authority (including
gaming regulatory authorities), applicable Stock Exchange or the Listing Rules, after first
consulting with the other parties about the form and content of the disclosure; or(d)
    
    if a party is required to do so in connection with legal proceedings relating to this Deed,
or relating to any agreement to which that person is a party, PROVIDED THAT, except where the
legal proceedings are taken by one party against another party, each other party is first
consulted, and is given a reasonable opportunity to assert any right and privilege,
confidentiality, or any other right which may prevail, over that partys duty of disclosure,




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- 4 - 
 7.
    
    DISPOSAL OF SHARES
 7.1
    
    No Disposal of Shares(a)
    
    Except for a transfer to a Permitted Transferee in accordance with clauses 7.1(b) and (c)
below or a transfer in accordance with the provisions of clause 7.2, clause 8 or clause 13, or
the creation of any Security Interest in any Shares or Disposal of any Shares in accordance
with clause 7.1(d), each Shareholder must:
 (i)
    
    not create any Security Interest or agree or offer to create any Security
Interest, in its Shares; and(ii)
    
    not Dispose or agree to Dispose of any of its Shares, or do or omit to do any
act if the act or omission would have the effect of Disposing of any of its Shares
 except pursuant to and in the manner allowed by the further provisions of this clause 7
PROVIDED THAT no Disposal shall be made by any Shareholder if such Disposal is a
Substantial Disposal, unless otherwise agreed by the Shareholders. The restrictions on
Disposal and the undertakings regarding Disposal under this clause 7 shall apply between
the Shareholders whether or not relevant Shares are exempted securities or restricted
securities for the purposes of the 1933 Securities Act and whether or not the Disposal
would be an exempted transaction for the purposes of the 1933 Securities Act or otherwise
made in compliance with the provisions of the 1933 Securities Act.
 (b)
    
    Subject to clause 7.1(c), a Shareholder may transfer all of its Shares at any time to a
Permitted Transferee and the provisions of clauses 7.2 to 7.6 shall not apply to such a
transfer.(c)
    
    It is a condition of a transfer to a Permitted Transferee (which condition shall be set out
in the Deed Poll entered into by the Permitted Transferee pursuant to clause 7.8) that if the
Permitted Transferee ceases to be a Wholly-Owned Subsidiary of the transferring Shareholder,
Crown or Melco (as the case may be) it must transfer the Shares the subject of the transfer
under clause 7.1(b) and all other Shares of such Permitted Transferee to the transferring
Shareholder or another of the transferring Shareholders Permitted Transferees within 5
Business Days of the date of the Permitted Transferee ceasing to be a Wholly-Owned Subsidiary
of the transferring Shareholder, Crown or Melco with the intent that if a Permitted Transferee ceases to be a
Permitted




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- 5 - Transferee, it is required to transfer all of its Shares. The failure of the
Permitted Transferee to comply fully with this clause 7.1(c) is an Event of Default.
 (d)
    
    Melco and/or MelcoSub may create any Security Interest or agree or offer to create any
Security Interest in its Shares or Dispose of its Shares pursuant to any exercise of such a
Security Interest at any time to secure Melco Group Companys obligations under a loan or
other form of financing to be provided or arranged by a financial institution, provided that
the number of Shares in respect of which a Security Interest may be created or Disposal may be
made shall not exceed 150 million in total, and the provisions of clauses 7.2 to 7.6 shall not
be applicable to the creation of any such Security Interest in its Shares or Disposal of its
Shares by Melco and/or MelcoSub.
 7.2
    
    Disposal of Shares of 1 per cent in 3 month period
 (a)
    
    Subject to clause 7.2(b) and any lock up arrangements entered into with
underwriters in connection with the Companys initial public offering, provided that the Other
Shareholder is given two Business Days prior written notice of such intended Disposal
and that such Disposal is effected within five Business Days of the date of such notice (and,
if applicable, such Disposal is made in accordance with Rule 144(e)(2) of the 1933 Securities
Act),
 (i)
    
    a Shareholder may from time to time Dispose of Shares representing up to 1
per cent of the outstanding issued Shares of the Company when taken together with
Disposals of Shares by the relevant Shareholder in the preceding 3 month period; and(ii)
    
    Melco or MelcoSub may Dispose of Shares (whether by distribution in specie or
otherwise) on or around the time of the initial public offering of the Companys
Shares on NASDAQ, as part of an assured entitlement distribution to their respective
shareholders.
 (b)
    
    Clause 7.2(a) shall not apply to permit a Disposal if:
 (i)
    
    such Disposal will result in a Material Disposal; or(ii)
    
    such Disposal will, for the avoidance of doubt, result in a Substantial
Disposal.




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- 6 - 7.3
    
    Notice of Proposed Sale(a)
    
    A Shareholder who wants to Dispose of any Shares (other than a transfer in
accordance with clause 7.1 (b) or (c), 7.2(a) or clauses 8 or 13) shall consult with the Other
Shareholder in good faith at the earliest reasonable opportunity and must only effect a
Disposal by a transfer of all the legal and beneficial interest in such Shares. Further, such
Shareholder shall serve a written notice (Notice of Proposed
Sale) to the Other Shareholder
of such intention to effect a Disposal specifying:
 (i)
    
    number: the number of Sale Shares proposed to be Disposed;(ii)
    
    price: the sale price in cash per Sale Share in US dollars;(iii)
    
    terms: any other financial terms which deal with the payment of
money in relation to the proposed Disposal; and(iv)
    
    changes in shareholding: whether the proposed disposal of Sale
Shares will result in a Material Disposal or a Substantial Disposal; and(v)
    
    option: that the Other Shareholder has an option to either (i)
give a Notice to Purchase to the Seller pursuant to clause 7.4 for buying from the
Seller that number of Sale Shares, on the terms set out in the Notice of Proposed
Sale, or (ii) give a Tag Along Notice to the Seller pursuant to clause 7.6 for selling
up to half of that number of Sale Shares to a third party buyer, as part of the
proposed Disposal. The Other Shareholder shall as soon as reasonably practicable and,
in any event, within the Acceptance Period exercise either option set out in this
clause 7.3(a)(v).
 (b)
    
    For the purposes of this clause 7, the Acceptance Period shall be five Business Days
following receipt of the Notice of Proposed Sale.(c)
    
    Where the Other Shareholder has either (i) notified the Seller in writing that it would not
serve a Notice to Purchase or a Tag Along Notice or (ii) failed to serve a Notice to Purchase
or a Tag Along Notice within the Acceptance Period, the Seller shall be entitled to effect a
Disposal PROVIDED THAT such Disposal shall be effected in accordance with clause 7.5 below and
the material terms set out in the Notice of Proposed Sale within the period proposed for the
proposed Disposal.




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- 7 - 7.4
    
    Exercise of Other Shareholders option to buy Sale Shares
 (a)
    
    At any time within the Acceptance Period, the Other Shareholder may give a notice (a
Notice to Purchase) to the Seller that it wishes to buy from the Seller, on the
same terms set out in the Notice of Proposed Sale, that number of Sale Shares identified in
that notice, which must be all of the Sale Shares identified in that notice, except where the
Seller otherwise agrees in writing.(b)
    
    If the Accepting Shareholder serves a Notice to Purchase in accordance with clause 7.4(a):
 (i)
    
    the Seller must sell to the Accepting Shareholder the relevant Sale Shares free
of any Security Interest; and(ii)
    
    the Accepting Shareholder must buy the relevant Sale Shares,
 on the terms set out in the Notice of Proposed Sale served under clause 7.3(a).(c)
    
    On service of a Notice to Purchase by the Accepting Shareholder under clause 7.4(a) the sale
and purchase of the relevant Sale Shares shall take place on the day which is ten days after
the date of service of the Notice of Proposed Sale (or, if that day is not a Business Day, on
or before the next Business Day) when:
 (i)
    
    the Accepting Shareholder must pay the aggregate purchase price for the
relevant Sale Shares in Immediately Available Funds and do all other things necessary
to complete the purchase of the Sale Shares; and(ii)
    
    against payment of the aggregate purchase price the Seller must give the
Accepting Shareholder an instrument of transfer of the relevant number of Sale Shares
(free of any Security Interests) signed by the Seller together with the share
certificates for the Sale Shares (or a suitable indemnity in lieu of delivery of such
share certificates).
 (d)
    
    The Company shall register the instrument of transfer referred to in clause 7.4(c) above.(e)
    
    If the Sale Shares are all the Sellers holding of Shares, then immediately on the transfer
of the Sale Shares, the Seller must procure that any Directors it has appointed to the Board
of the Company (and to the board of any Group




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- 8 - Companies) resign with immediate effect and without any claim on the Company or Group Company for loss of office.
If the Sale Shares are not all the Sellers holding of Shares, then the parties shall
negotiate in good faith such amendments to this Deed as are, in the circumstances, fair and
appropriate taking into account the Shareholders respective shareholding proportions
following the sale.
 (f)
    
    The Seller appoints the Accepting Shareholder as its attorney in accordance with clause 16 on
default by the Seller of performance of any of its obligations under this clause 7.4 and the
Accepting Shareholder appoints the Seller as its attorney in accordance with clause 16 on
default by it of performance of any of the Accepting Shareholders obligations under this
clause 7.4, in each case with full power to execute, complete and deliver in the name of the
Seller or Accepting Shareholder, as the case may be, all things necessary to complete the sale
and purchase of Shares including, without limitation, to execute and deliver an instrument of
transfer for the relevant Sale Shares and to receive and give good discharge for the aggregate
purchase price for the relevant Sale Shares.7.5
    
    Sale Shares not purchased by Other Shareholder(a)
    
    If a Notice to Purchase is not received from the Other Shareholder under clause 7.4(a) to
purchase all the relevant Sale Shares offered to it, then subject to clauses 7.5(b), 7.5(c),
7.5(d) and 7.6, the Seller may offer to sell (and actually sell) such number of Sale Shares to
any third party buyer subject to clause 7.7.(b)
    
    The Seller must not sell such Sale Shares for a lower price than that specified in the Notice
of Proposed Sale or otherwise on more beneficial financial terms, than set out in the Notice
of Proposed Sale, except where the Seller Disposes of the Sale Shares by way of trading on
NASDAQ, when the Sale Shares must not be sold on terms that are materially different from the
terms of the Notice of Proposed Sale, unless agreed otherwise by the Other Shareholder. For
the purposes of this clause 7.5(b), the terms of the Disposal are deemed to be materially
different if the price of each Sale Shares under the Disposal is lower than the price stated
in the Notice of Proposed Sale by 15% or more.(c)
    
    The Seller must give a copy of any agreement (if any) with the third party buyer relating to
such Sale Shares to the Other Shareholder within 3 days of signing the agreement. If the
Seller does not sell such Sale Shares to a third party buyer within 20 Business Days of
service of the Notice of Proposed Sale it may not sell such Sale
Shares without first giving a further Notice of Proposed Sale to the Other




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- 9 - Shareholder pursuant to clause 7.3 or complying again with the further provisions of this clause 7.
 (d)
    
    If the Accepting Shareholder defaults in paying for the relevant Sale Shares in accordance
with clause 7.4(c) or is in other material default of its obligations under clause 7.4, then
without prejudice to any other rights of the Seller or claims of the Seller against the
Accepting Shareholder (including the Sellers right to treat such default as an Event of
Default under clause 8.1) in connection with such default, the Seller may offer to sell and
actually sell such Sale Shares to any third party buyer but is not bound to do so to mitigate
its loss. The provisions of clauses 7.5(b), (c), (d) and clause 7.6 shall not apply to a sale
pursuant to this clause 7.5(d).7.6
    
    Tag Along(a)
    
    The Other Shareholder may give a notice (a Tag Along Notice) to the Seller
within the Acceptance Period that it wishes to sell to a third party buyer that number of Sale
Shares identified in that notice (which must not exceed half of the total number of Sale
Shares identified in the Notice of Proposed Sale) on the same terms as to price and other
financial conditions as the term of the Notice of Proposed Sale, except where the Seller
otherwise agrees in writing.(b)
    
    If a Tag Along Notice is given, neither the Seller nor the Other Shareholder may sell any of
the Sale Shares to a third party buyer unless:
 (i)
    
    the Seller sells such number of Sale Shares identified in the Notice of
Proposed Sale less the number of Sale Shares the Other Shareholder proposes to sell
under the Tag Along Notice on the same terms as to price and other financial conditions
as the Other Shareholder is selling under the Tag Along Notice, subject to the further
provisions of this clause 7.6(b);(ii)
    
    where the Seller and the Other Shareholder Dispose of the Sale Shares by way
of trading on NASDAQ, each of the Seller and the Other Shareholder procures that its
respective Shares will not be sold on terms that are materially different from the
terms of the Notice of Proposed Sale, unless agreed otherwise by the Seller and the
Other Shareholder;(iii)
    
    where the Disposal is not made by way of trading on NASDAQ, the Seller
procures that the proposed buyer purchases such number of Shares stated in




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- 10 - the Tag
Along Notice on the same terms and conditions as the third party
buyer purchases any of the Sale Shares from the Seller and is on no less favourable
terms as to price and other financial conditions as the terms of the Notice of
Proposed Sale; and(iv)
    
    the sale of Shares by the Seller and by the Other Shareholder to the proposed
buyer shall be inter-conditional (where applicable) and shall be effected
simultaneously.
 For the purposes of this clause 7.6(b), the terms of the Disposal are deemed to be
materially different if the price of each Sale Share under the Disposal is higher or lower
than the price stated in the Notice of Proposed Sale by 15% or more.(c)
    
    For the avoidance of doubt, if, in the case that the Disposal is not made by way of trading
on NASDAQ, the Other Shareholder gives a Tag Along Notice and a third party buyer does not
purchase Shares of such Other Shareholder in accordance with clause 7.6(b) the Seller may not
sell any of the Sale Shares to the proposed third party buyer.
 7.7
    
    Consents
  (a)
    
    the Seller shall elect to complete the sale by a written notice delivered to the Company
and transferee on or before the expiry of such period and shall deliver to each of the Company
and to the Other Shareholder (including an Accepting Shareholder) a full indemnity reasonably
acceptable to the Company and the Other Shareholder for any claim, loss or liability which the
Company and the Other Shareholder may suffer or incur in relation to the failure to obtain a
required consent for the transfer of Shares; or




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- 11 - (b)
    
    the Accepting Shareholder shall elect to complete the purchase by a written notice
delivered to the Company and Seller not later than the next Business Day following the expiry
of such period and shall deliver to each of the Company, the Seller and any Other Shareholder,
a full indemnity reasonably acceptable to the Company and the Seller for any claim, loss or
liability which the Company, the Seller or such Shareholder may suffer or incur as a result of
the failure to obtain a required consent for the transfer of Shares;
  7.8
    
    Permitted Transferees to be bound
  7.9
    
    [intentionally omitted]
 
 8.
    
    EVENTS OF DEFAULT
 8.1
    
    Events of Default
  (a)
    
    Material breach:
 (i)
    
    a party (other than the Company) breaches a material obligation under this Deed;(ii)
    
    a Shareholder (other than the Company) gives written notice of the breach to
the party in default and to the Company; and(iii)
    
    the party (other than the Company) in default does not remedy the breach
within 30 days of the date of the notice;




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- 12 - (b)
    
    Insolvency event: an Insolvency Event occurs in relation to a party (other than the Company);(c)
    
    Disposal of Shares:there is a Disposal of Shares by a Shareholder in breach of the Memorandum and Articles or this Deed;(d)
    
    Permitted Transferee:a Permitted Transferee fails to comply with its obligations under
clause 7.1(c);or(e)
    
    Change in control:unless prior approval is obtained from each of the parties (other than the Company) in writing to the proposed change:
 (i)
    
    in respect of MelcoSub or any MelcoSub Transferee to which MelcoSub has
transferred Shares in accordance with clause 7.1(b), MelcoSub or the MelcoSub
Transferee ceases to be a direct or indirect Wholly-Owned Subsidiary of Melco unless
all the Shares are transferred to a Wholly-Owned Subsidiary of Melco in accordance
with clause 7.1(c); or(ii)
    
    in respect of CrownSub or any CrownSub Transferee to which CrownSub has
transferred Shares in accordance with clause 7.1(b), CrownSub or the CrownSub
Transferee ceases to be a direct or indirect Wholly-Owned Subsidiary of Crown unless
all the Shares are transferred to a Wholly-Owned Subsidiary of Crown in accordance
with clause 7.1(c).
 8.2
    
    Process on Event of Default
 (a)
    
    If an Event of Default occurs, the Non-Defaulting Shareholder may give the Defaulting
Shareholder a notice (Default Notice) within 30 days of becoming aware of the
Event of Default, requiring the appointment of the Independent Expert to determine the Fair
Market Value of the Company in accordance with this clause 8.(b)
    
    A Default Notice must be given to the Defaulting Shareholder and the Company.(c)
    
    Within 5 Business Days after the Non-Defaulting Shareholder serves a Default Notice on the
Defaulting Shareholder, the Shareholders must appoint an Independent Expert to determine the
Fair Market Value of the Company (on the basis of the principles set out in Attachment B).




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- 13 - (d)
    
    If the Shareholders cannot agree on the identity of the Independent Expert within the time
period referred to in clause 8.2(c) above, either Shareholder may request the President of the
Institute of Certified Public Accountants in Hong Kong to appoint the Independent Expert.(e)
    
    The Independent Expert will issue a certificate to both Shareholders specifying the Fair
Market Value of the Company as soon as reasonably practicable but in any event within 30 days
of its appointment (the Determination Date).(f)
    
    The parties must promptly provide all information and assistance reasonably requested by the
Independent Expert.(g)
    
    The Fair Market Value per Share shall be the total aggregate amount of the Independent
Experts valuation of the Company divided by the total aggregate number of Shares.(h)
    
    Any valuation by the Independent Expert is conclusive and binding on the Shareholders in the
absence of manifest error. The Independent Expert is appointed as an expert, not as an
arbitrator. Each Shareholder shall be entitled to make representations to the Independent
Expert as to the appropriate Fair Market Value of the Company.
 (i)
    
    The costs of the Independent Expert shall be borne by the Defaulting Shareholder.(j)
    
    The Defaulting Shareholder appoints the Non-Defaulting Shareholder as its attorney in
accordance with clause 16 on default by it of performance of any of its obligations under this
clause 8.
 8.3
    
    Put/Call Option
  (i)
    
    a non-tradeable call option (the Call Option) exercisable for 120 days after the
Determination Date to purchase all (and not some) of the Defaulting Shareholders Shares at a
purchase price equal to 90% of the Fair Market Value of those Shares as of the Determination
Date; and




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- 14 - (ii)
    
    a non-tradeable put option (the Put Option) exercisable for 120 days after the Determination
Date to sell all (and not some) of the Non-Defaulting Shareholders Shares to the Defaulting
Shareholder at a purchase price equal to 110% of the Fair Market Value of those Shares, as of
the Determination Date.
 8.4
    
    Transfer of Shares
 (a)
    
    Within 30 days of the exercise of the Call Option or the Put Option (as the case may be) the
transferring Shareholder (the Transferor) must sell to the transferee Shareholder or its
nominee (the Transferee) all of its Shares and the Transferee must purchase those Shares at
the price determined under clause 8.3.(b)
    
    The Transferor will warrant in favour of the Transferee, such warranty to be set out in the
relevant share transfer forms transferring the Shares, that the Transferor transfers to the
Transferee clear and unencumbered legal title to and beneficial ownership of the Shares being
transferred (the Transfer Securities), free of any Security Interests or third party rights.(c)
    
    The purchase price payable for the Transfer Securities is payable in Immediately Available
Funds on the closing of the purchase and sale, which must take place on the day which is 15
Business Days after the date of exercise of the Call Option or the Put Option (as the case may
be).(d)
    
    At the closing of the purchase and sale, the Transferor must deliver to the Transferee:
 (i)
    
    the share certificates (or an appropriate indemnity in lieu of delivery of
such share certificates) and executed share transfer forms for the Transfer
Securities;(ii)
    
    a written resignation from each Director of the Company appointed by the
Transferor as the Transferors nominees on the board of directors of any Group
Companies; and(iii)
    
    a duly executed notice appointing the Transferee as the Transferors proxy
in respect of the Transfer Securities until such time as those Shares are registered
in the name of the Transferee.




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- 15 - 8.5
    
    Consents
   8.6
    
    Other remedies




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- 16 - 8.7
    
    Deed no longer applies
  (a)
    
    clause 6 (Confidentiality);(b)
    
    clause 18.2 (Costs and expenses); and(c)
    
    a right of action or claim of or against that party which arose while the party was a
Shareholder (or guarantor (as the case may be)).
  
 9.
    
    EXCLUSIVITY
 9.1
    
    Exclusivity
  9.2
    
    Exceptions to Exclusivity
  (a)
    
    acquire and hold (in aggregate) up to 5% of the Voting Securities in any public company
(which is engaged or involved in an Exclusive Business in the Territory) the shares of which
are quoted on a Stock Exchange; and(b)
    
    engage in any activity which would otherwise contravene clause 9.1 if it obtains the prior
written consent of the other parties.
 9.3
    
    Injunctive Relief Period




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- 17 -  9.4
    
    Cure Period
 (a)
    
    Notwithstanding clause 9.3, a breach of clause 9.1 shall not be treated as an Event of
Default by Melco, or, as the case may be, Crown, for the purposes of clause 8 PROVIDED THAT
the relevant matter is:
 (i)
    
    the acquisition (by purchase, merger or otherwise), of an Interest in a Person
who is or whose Affiliates are, engaged or involved in an Exclusive Business in the
Territory;(ii)
    
    that the Exclusive Business in the Territory is not the main undertaking of
that Person and its Affiliates; and(iii)
    
    the dominant purpose of the acquisition is not that of acquiring an Interest
in an Exclusive Business, and the party in potential breach cures the breach within the
time provided in clause 9.4(b).
 (b)
    
    On notification of a breach or on becoming aware of a breach of clause 9.1 which is within
clause 9.4(a), Crown or, as the case may be, Melco (and, if applicable, their respective
Affiliates or Major Shareholders) who has acquired an Interest in a Person carrying on an
Exclusive Business in the Territory shall take steps to cure the breach by ceasing to hold an
Interest in any Person carrying on an Exclusive Business in the Territory (whether by
disposing of that Interest or that Person ceasing to carry on the Exclusive Business in the
Territory) within 6 months of the date of notification or becoming aware of the breach.(c)
    
    A party shall not be entitled to make a demand under clause 11 or, as the case may be, clause
12, in respect of a breach of clause 9.1 which is within clause 9.4(a) or claim a Dispute
under clause 14 in respect of such matter unless Crown or Melco, as the case may be (and, if
relevant, their respective Affiliates and/or Major Shareholders) shall fail to cure the breach
of clause 9.1 in the manner and timeframe specified in clause 9.4(b) above.




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##### Table of Contents



- 18 - 
 10.
    
    JOINT VENTURES IN THE TERRITORY
 10.1
    
    Melco PBL Gaming
  
 11.
    
    MELCO GUARANTEE, INDEMNITY AND UNDERTAKING
 11.1
    
    Guarantee(a)
    
    Melco unconditionally and irrevocably guarantees to CrownSub the performance of MelcoSubs
obligations under this Deed.(b)
    
    If MelcoSub fails to perform or observe its obligations under this Deed in full and on time,
Melco must immediately on demand from CrownSub perform such obligation (or procure the
performance or observance by MelcoSub of its obligations) so that the same benefit shall be
received by or conferred on CrownSub as it would have received or enjoyed if such obligations
had been duly performed or observed by MelcoSub under this Deed.
 11.2
    
    Indemnity
  11.3
    
    Extent of guarantee and indemnity
  (a)
    
    the extent of MelcoSubs other obligations under this Deed;(b)
    
    an amendment of this Deed in accordance with the terms hereof or waiver or departure from
these terms;(c)
    
    an Insolvency Event affecting any person or the death of any person;




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##### Table of Contents



- 19 - (d)
    
    a change in the constitution, membership, or partnership of any person;(e)
    
    anything which would have discharged MelcoSub (wholly or partly) or which would have afforded
MelcoSub any legal or equitable defence;(f)
    
    any release of or granting of time or any other indulgence to MelcoSub; or(g)
    
    the occurrence of any other thing which might otherwise release, discharge render void or
unenforceable or otherwise affect the obligations commitments and undertaking of Melco under
this Deed.11.4
    
    Principal and independent obligation(a)
    
    The guarantee under this clause 11 is:
 (i)
    
    a principal obligation and is not to be treated as ancillary or collateral to
any other right or obligation; and(ii)
    
    independent of and not in substitution for or affected by any other Security
Interest or guarantee or other document or agreement which CrownSub may hold
concerning any obligation of MelcoSub.
 (b)
    
    CrownSub may enforce this clause 11 against Melco:
 (i)
    
    without first having to resort to any other guarantee or Security Interest or
other agreement; and(ii)
    
    whether or not it has first given notice, made a demand or taken steps
against MelcoSub or any other person.
 11.5
    
    No competition(a)
    
    Subject to clause 11.5(b), Melco must not, either directly or indirectly, prove in, claim or
receive the benefit of a distribution, dividend or payment from an Insolvency Event affecting
MelcoSub until the obligations of MelcoSub under this Deed to CrownSub and Crown have been
fully performed or satisfied and the guarantee has been finally discharged.




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##### Table of Contents



- 20 - (b)
    
    If required by CrownSub, Melco must prove in a liquidation of MelcoSub or otherwise
participate in another Insolvency Event of MelcoSub for amounts owed to Melco.(c)
    
    Melco must hold in trust for CrownSub, amounts recovered by Melco from an Insolvency Event or
under a Security Interest from MelcoSub to the extent of the unsatisfied liability of Melco
under this clause 11.11.6
    
    Continuing guarantee and indemnity
  (a)
    
    the obligations of MelcoSub under this Deed have been performed; and(b)
    
    the guarantee in clause 11 has been finally discharged by CrownSub.
 
 12.
    
    CROWN GUARANTEE, INDEMNITY AND UNDERTAKING
 12.1
    
    Guarantee
 (a)
    
    Crown unconditionally and irrevocably guarantees to MelcoSub the performance of CrownSubs
obligations under this Deed.(b)
    
    If CrownSub fails to perform or observe its obligations under this Deed in full and on time,
Crown must immediately on demand from MelcoSub perform such obligation (or procure the
performance or observance by CrownSub of its obligations) so that the same benefit shall be
received by or conferred on MelcoSub as it would have received or enjoyed if such obligations
had been duly performed or observed by CrownSub under this Deed.
 12.2
    
    Indemnity




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##### Table of Contents



- 21 - 12.3
    
    Extent of guarantee and indemnity
  (a)
    
    the extent of CrownSubs other obligations under this Deed;(b)
    
    an amendment of this Deed in accordance with the terms hereof or waiver or departure from
those terms;(c)
    
    an Insolvency Event affecting any person or the death of any person;(d)
    
    a change in the constitution, membership, or partnership of any person;(e)
    
    anything which would have discharged CrownSub (wholly or partly) or which would have afforded
CrownSub any legal or equitable defence;(f)
    
    any release of or granting of time or any other indulgence to CrownSub; or(g)
    
    the occurrence of any other thing which might otherwise release, discharge render void or
unenforceable or otherwise affect the obligations commitments and undertaking of Crown under
this Deed.12.4
    
    Principal and independent obligation(a)
    
    The guarantee under this clause 12 is:
 (i)
    
    a principal obligation and is not to be treated as ancillary or collateral to
any other right or obligation; and(ii)
    
    independent of and not in substitution for or affected by any other Security
Interest or guarantee or other document or deed which MelcoSub may hold concerning any
obligation of CrownSub.
 (b)
    
    MelcoSub may enforce this clause 12 against Crown:




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##### Table of Contents



- 22 - (i)
    
    without first having to resort to any other guarantee or Security Interest or
other deed; and(ii)
    
    whether or not it has first given notice, made a demand or taken steps
against CrownSub or any other person.
 12.5
    
    No competition(a)
    
    Subject to clause 12.5(b), Crown must not, either directly or indirectly, prove in, claim or
receive the benefit of a distribution, dividend or payment from an Insolvency Event affecting
CrownSub until the obligations of CrownSub under this Deed to Melco and MelcoSub have been
fully performed or satisfied and the guarantee has been finally discharged.(b)
    
    If required by MelcoSub, Crown must prove in a liquidation of CrownSub or otherwise
participate in another Insolvency Event of CrownSub for amounts owed to Crown.(c)
    
    Crown must hold in trust for MelcoSub, amounts recovered by Crown from an Insolvency Event or
under a Security Interest from CrownSub to the extent of the unsatisfied liability of Crown
under this clause 12.12.6
    
    Continuing guarantee and indemnity
  (a)
    
    the obligations of CrownSub under this Deed have been performed; and(b)
    
    the guarantee in this clause 12 has been finally discharged by MelcoSub.
 
 13.
    
    NOTICE FROM A REGULATORY AUTHORITY
 13.1
    
    Notice to a Crown Group Company from a Regulatory Authority
  (a)
    
    a Regulatory Authority directs Crown, CrownSub or any other Crown Group Company in writing to
terminate any Definitive Document or otherwise end its relationship with:




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##### Table of Contents



- 23 - (i)
    
    any Melco Group Company or Affiliates or Related Parties of a Melco Group
Company; or(ii)
    
    any Group Company; or(iii)
    
    any person that has a (direct or indirect) contractual or other relationship
(including, for the avoidance of doubt, any shareholding relationship or directorship)
with any Melco Group Company or Group Company; or
 (b)
    
    a Regulatory Authority makes any decision, which is communicated to Crown, CrownSub or any
other Crown Group Company, which would have, or which (in the reasonable opinion of Crown)
would be likely to have, a material adverse effect on any of the rights or benefits of Crown,
CrownSub or any other Crown Group Company either under any of the Definitive Documents or in
respect of any other business carried on by Crown in respect of which the Regulatory Authority
has or purports to have authority,
 Crown Regulatory Notice
 (i)
    
    then, notwithstanding other provisions of this Deed, CrownSub may serve a
Notice of Proposed Sale on the Other Shareholder. The Notice of Proposed Sale shall
be in respect of all but not some only of its Shares unless the relevant Regulatory
Authority requires a disposal of some only of its Shares to satisfy the Regulatory
Authority or, as the case may be, to avoid a possible material adverse effect,
directly or indirectly, from the Crown Regulatory Notice. Where the Regulatory
Authority requires the sale of some only of the Shares, CrownSub may, at its
discretion, serve a Notice of Proposed Sale in respect of all of its Shares or some
only of its Shares in accordance with the requirements of the Regulatory Authority.
Clause 7 shall apply to a Notice of Proposed Sale permitted under this clause 13.1 and
the sale by CrownSub of its Shares in the Company and clauses 7.6 and 7.8 shall not
apply to such sale.
 13.2
    
    Notice to a Melco Group Company from a Regulatory Authority




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##### Table of Contents



- 24 - (a)
    
    a Regulatory Authority directs Melco, MelcoSub or any other Melco Group Company in writing to
terminate any Definitive Document or otherwise end its relationship with:
 (i)
    
    any Crown Group Company or Affiliates or Related Parties of a Crown Group
Company; or(ii)
    
    any other Group Company; or(iii)
    
    any person that has a (direct or indirect) contractual or other relationship
(including, for the avoidance of doubt, any shareholding relationship or directorship)
with any Crown Group Company or Group Company; or
 (b)
    
    a Regulatory Authority makes any decision, which is communicated to Melco, MelcoSub or any
other Melco Group Company, which would have, or which (in the reasonable opinion of Melco)
would be likely to have, a material adverse effect on any of the rights or benefits of Melco,
MelcoSub or any other Melco Group Company either under any of the Definitive Documents or in
respect of any other business carried on by Melco in respect of which the Regulatory Authority
has or purports to have authority,
 Melco Regulatory Notice
  13.3
    
    Appointment as Attorney




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##### Table of Contents



- 25 -  13.4
    
    Adverse Regulatory Finding
  
 14.
    
    DISPUTE RESOLUTION
 (a)
    
    A party must not commence court proceedings about any Dispute unless it first complies
with this clause 14.(b)
    
    A party claiming that a Dispute has arisen must notify each other party giving details of the
Dispute.(c)
    
    Each party to the Dispute must seek to resolve the Dispute within 5 Business Days of
receiving notice of the Dispute or a longer period agreed by the parties to the Dispute.(d)
    
    If the parties do not resolve the Dispute under and within the time period referred to in
clause 14(c), the chief executive officer of each Shareholder (or a person occupying a similar
senior position if such an office is not in existence at the time) must seek to resolve the
Dispute for a period of up to 15 Business Days after the end of the period referred to in
clause 14(c).(e)
    
    Nothing in this clause 14 will prejudice the right of a party to seek urgent injunctive or
declaratory relief in respect of a Dispute.
 
 15.
    
    RELATIONSHIP BETWEEN PARTIES




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- 26 - 
 16.
    
    POWERS OF ATTORNEY
 Appointer
 (a)
    
    the Appointer irrevocably appoints the other Shareholder (the Donee) as its
attorney to complete and execute (under hand or under seal) such instruments for and on its
behalf necessary to give effect to any of the transactions contemplated by clauses 7, 8 or 13
(as necessary), such appointment being given to secure a proprietary interest of the Donee;(b)
    
    the Appointer agrees to ratify and confirm whatever the Donee lawfully does, or causes to be
done, under the appointment;(c)
    
    the Appointer agrees to indemnify the Donee against all claims, demands, costs, charges,
expenses, outgoings, losses and liabilities arising in any way in connection with the lawful
exercise of all or any of the Donees powers and authorities under that appointment; and(d)
    
    the Appointer agrees to deliver to the Company on demand any power of attorney, instrument of
transfer or other instruments as the Company may require for the purposes of any of the
transactions contemplated by clauses 7, 8 or 13.
 
 17.
    
    WARRANTIES
  (a)
    
    Authority: it has taken all necessary action to authorise the signing, delivery and performance of this Deed and the documents required under this Deed in accordance with
their respective terms;(b)
    
    Power to enter into this Deed: it has power to enter into this Deed and perform its obligations under it and can do so without the consent of any other person;(c)
    
    No breach: the signing and delivery of this Deed and the performance by it of its obligations under it complies with:
 (i)
    
    each applicable law and authorisation;




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##### Table of Contents



- 27 - (ii)
    
    its constitution or constituent documents, as applicable; and(iii)
    
    each Security Interest binding on it;
 (d)
    
    binding: this Deed constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms by appropriate legal remedy; and(e)
    
    no actions: there are no actions, claims, proceedings or investigations pending or to the best of its knowledge threatened against it or by it which may have a material
adverse effect on its ability to perform its obligations under this Deed.
 
 18.
    
    TAX, COSTS AND EXPENSES
 18.1
    
    Tax
  18.2
    
    Costs and expenses
  18.3
    
    Costs of performance
  
 19.
    
    GENERAL
 19.1
    
    Notices
 (a)
    
    Any notice or other communication given under this Deed including, but not limited to, a
request, demand, consent or approval, to or by a party to this Deed:
 (i)
    
    must be in legible writing and in English;(ii)
    
    must be addressed to the addressee at the address or facsimile number set out
below or to any other address or facsimile number a party notifies the other under
this clause 19:




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##### Table of Contents



- 28 - A.
    
    if to MelcoAddress:
    
    38th Floor, The Centrium, 60 Wyndham Street,Hong KongAttention:
    
    Managing DirectorFacsimile:
    
    +852 3162 3579with a copy to the Company Secretary at the same address.B.
    
    if to MelcoSubAddress:
    
    38th Floor, The Centrium, 60 Wyndham Street,Hong KongAttention:
    
    Managing Director/Company SecretaryFacsimile:
    
    +852 3162 3579with a copy to Melco at the address set out for it in this clause.C.
    
    if to the CompanyAddress:
    
    Walker House, Mary Street, PO Box
908GT,
George Town
Grand Cayman
CAYMAN ISLANDS and 36th Floor, The
Centrium, 60
Wyndham Street, Hong KongAttention:
    
    The DirectorsFacsimile:
    
    +345 945 4757 and + 852 2537 3618with a copy to the Company marked to the attention of the General Counsel and a copy to each of Melco and Crown at the addresses set out
for them in this clause.




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##### Table of Contents



- 29 - D.
    
    if to CrownSub:Address:
    
    Walker House, Mary Street, PO Box 908GT,George Town
Grand Cayman
CAYMAN ISLANDSAttention:
    
    The DirectorsFacsimile:
    
    + 345 945 4757with a copy to Crown at the address set out for it in this clause.E.
    
    if to Crown:Address:
    
    8 Whiteman St, Southbank VIC 3006Attention:
    
    Company SecretaryFacsimile:
    
    +61 3 9292 8815
 (iii)
    
    must be signed by an authorised signatory or under the common seal of a sender which is a body corporate; and(iv)
    
    is deemed to be received by the addressee in accordance with clause 19.1(b).
 (b)
    
    Without limiting any other means by which a party may be able to prove that a notice has been
received by another party, a notice is deemed to be received.
 (i)
    
    if sent by hand, when delivered to the addressee;(ii)
    
    if by post, 5 Business Days from and including the date of postage; or(iii)
    
    if by facsimile transmission, on receipt by the sender of an acknowledgment
or transmission report generated by the machine from which the facsimile was sent
confirming that the facsimile has been successfully transmitted,




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##### Table of Contents



- 30 - but if the delivery or receipt is on a day which is not a Business Day or is after 4.00pm
(addressees time) it is regarded as received at 9.00 am on the following Business Day.
 (c)
    
    A facsimile transmission is regarded as legible unless the addressee telephones the sender
within 2 hours after transmission is received or regarded as received under clause
19.1(b)(iii) and informs the sender that it is not legible.(d)
    
    In this clause a reference to an addressee includes a reference to an addressees Officers,
agents or employees or a person reasonably believed by the sender to be an Officer, agent or
employee of the addressee.
 19.2
    
    Governing law
  19.3
    
    Jurisdiction
  (a)
    
    submits to the exclusive jurisdiction of the courts of, or exercising jurisdiction in, Hong
Kong; and(b)
    
    waives any:
 (i)
    
    claim or objection based on absence of jurisdiction or inconvenient forum in
respect of the jurisdiction of the Hong Kong courts; and(ii)
    
    immunity in relation to this Deed in any jurisdiction for any reason.




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##### Table of Contents



- 31 - 19.4
    
    Invalidity
 (a)
    
    If a provision of this Deed, or a right or remedy of a party under this Deed is invalid or
unenforceable in a particular jurisdiction:
 (i)
    
    it is to be read down or severed in that jurisdiction only to the extent of
the invalidity or unenforceability; and(ii)
    
    the validity or enforceability of that provision in another jurisdiction or
the remaining provisions in any jurisdiction shall not be affected.
 (b)
    
    This clause 19.4 is not limited by any other provision of this Deed in relation to
severability, invalidity or unenforceability.
 19.5
    
    Amendments and Waivers
 (a)
    
    This Deed may be amended only by a written document signed by the parties PROVIDED THAT there
is no obligation to seek a partys agreement to an amendment when that party is no longer a
Shareholder.(b)
    
    A waiver of a provision of this Deed or a right or remedy arising under this Deed, including
this clause 19.5, must be in writing and signed by the party granting the waiver.(c)
    
    A single or partial exercise of a right does not preclude a further exercise of that right or
the exercise of another right.(d)
    
    Failure by a party to exercise a right or delay in exercising that right does not prevent its
exercise or operate as a waiver.(e)
    
    A waiver is only effective in the specific instance and for the specific purpose for which it
is given.
 19.6
    
    Cumulative rights
  19.7
    
    Payments




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##### Table of Contents



- 32 - 19.8
    
    Further assurances
  19.9
    
    Entire agreement
  19.10
    
    Third party rights
  19.11
    
    Legal Advice
  19.12
    
    No Assignment
  19.13
    
    Conflict with Memorandum and Articles of Association
 (a)
    
    As between the Shareholders and parties other than the Company, this Deed prevails if there
is any inconsistency between this Deed and the Memorandum and Articles.(b)
    
    The Shareholders must take all necessary steps to amend a provision of the Memorandum and
Articles which is inconsistent with this Deed if another party requests it to do so in
writing.




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##### Table of Contents



- 33 - 19.14
    
    Counterparts
  19.15
    
    Effective Date




---



##### Table of Contents



- 34 - SIGNED AS A DEED
by MELCO LEISURE AND
ENTERTAINMENT GROUP LIMITED
by:Signature of Director
    
    Signature of Director/SecretaryName of Director (print)
    
    Name of Director/Secretary (print)
 SEALEDwith the Common Seal ofMELCO INTERNATIONAL
DEVELOPMENT LIMITEDandSIGNEDby:Signature of Director
    
    Signature of Director/SecretaryName of Director (print)
    
    Name of Director/Secretary (print)




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##### Table of Contents



- 35 - SIGNED AS A DEED
by PBL ASIA INVESTMENTS
LIMITEDby:Signature of Director
    
    Signature of DirectorName of Director (print)
    
    Name of Director (print)SIGNED AS A DEED
by CROWN LIMITEDby:Signature of Director
    
    Signature of  Company SecretaryName of Director (print)
    
    Name of Company Secretary (print)SIGNED AS A DEED
by MELCO PBL ENTERTAINMENT
(MACAU) LIMITEDby:Signature of Director
    
    Signature of DirectorName of Director (print)
    
    Name of Director (print)




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##### Table of Contents



- 1 - 
 ATTACHMENT A
 DICTIONARY
 Part 1  Definitions
  Acceptance Period
 Accepting Shareholder
 Affiliate
 (a)
    
    in respect of MelcoSub, Melco and any Person which is directly or indirectly Controlled by
Melco;(b)
    
    in respect of CrownSub, Crown and any Person which is directly or indirectly Controlled by
Crown; and(c)
    
    in respect of any other Person, any further Person which is directly or indirectly Controlled
by such Person.
 Appointer
 Banking Syndicate
 Board
 Business Day
 Call Option




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##### Table of Contents



- 2 - Confidential Information
 Control controlled by under common control with
 CPH
 Crown Group Company
 Crown Regulatory Notice
 CrownSub Transferee
 Deed
 Default Notice
 Defaulting Shareholder
 Definitive Document
 (a)
    
    this Deed; and(b)
    
    any other agreement between a Crown Group Company and Melco or any of its Affiliates or any
Group Company.
 Determination Date




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##### Table of Contents



- 3 - Director
 Dispose
 (a)
    
    acquiring or having any equitable or beneficial interest in the Share, including, without
limitation, an equitable interest arising under a declaration of trust, an agreement for sale
and purchase or an option agreement or an agreement creating a charge or other Security
Interest over the Share; or(b)
    
    acquiring or having any right to receive directly or indirectly any dividends or other
distribution or proceeds of disposal payable in respect of the Share or any right to receive
an amount calculated by reference to any of them; or(c)
    
    acquiring or having any rights of pre-emption, first refusal or other direct or indirect
control over the disposal of the Share; or(d)
    
    acquiring or having any rights of direct or indirect control over the exercise of any voting
rights or rights to appoint Directors attaching to the Share; or(e)
    
    otherwise acquiring or having legal or equitable rights against the registered holder of the
Share (or against a person who directly or indirectly controls the affairs of the registered
holder of the Shares) which have the effect of placing the other person in substantially the
same position as if the person had acquired a legal or equitable interest in the Share itself;
 Disposal
 Dispute
 Dollars, US$
 Donee




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##### Table of Contents



- 4 - Event of Default
 Exclusive Business
 (a)
    
    a casino; or(b)
    
    a gaming slots business; or(c)
    
    a hotel with a casino.
 Fair Market Value
 Government Agency
 Group
 Group Company Kong S.A.R.
 Immediately Available Funds
 Independent Expert
 Insolvency Event




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##### Table of Contents



- 5 -  Interest
 Listing Rules
 Macau S.A.R.
 Major Shareholders
 (a)
    
    in the case of Crown, James Packer, CPH and any Person James Packer and/or CPH Controls; and(b)
    
    in the case of Melco, Lawrence Yau Lung Ho and any Person he Controls.
 Material Disposal
 Melco Group Company
 Melco PBL Gaming
 Melco Regulatory Notice
 MelcoSub Transferee
 Memorandum and Articles
 Non-Defaulting Shareholder
 Notice of Proposed Sale




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##### Table of Contents



- 6 - Notice to Purchase
 Officer
 Other Shareholder
 Permitted Transferee
 Person
 Proportionate Share
 Put Option
 Regulatory Authority
 Related Party
 Sale Shares
 Securities
 Securities Acts




---



##### Table of Contents



- 7 - 1933 Securities Act
 Security Interest
 Seller
 Shares
 Shareholder
 Stock Exchange
 Subconcession
 Subsidiary




---



##### Table of Contents



- 8 - Substantial Disposal
 Tag Along Notice
 Territory
 Transfer Securities
 Transferee
 Transferor
 Voting Securities
 Wholly-Owned Subsidiary
 (a)
    
    in which at least 99.99% of the shares and Securities and all rights to subscribe for any
 shares or Securities are ultimately legally and beneficially owned directly or indirectly by
this first body corporate; and(b)
    
    which is Controlled by that first body corporate.
 Part 2  Interpretation
 (a)
    
    In this Deed unless the context otherwise requires:
 (i)
    
    words importing the singular include the plural and vice versa;(ii)
    
    words which are gender neutral or gender specific include each gender;




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##### Table of Contents



- 9 - (iii)
    
    other parts of speech and grammatical forms of a word or
phrase defined in this Deed have a corresponding meaning;(iv)
    
    an expression importing a natural person includes a company, partnership,
joint venture, association, corporation or other body corporate and a Government
Agency;(v)
    
    a reference to a thing (including, but not limited to, a chose-in-action or
other right) includes a part of that thing;(vi)
    
    a reference to a clause, party, schedule or attachment is a reference to a
clause of this Deed, and a party, schedule or attachment to, this Deed and a reference
to this Deed includes a schedule and attachment to this Deed;(vii)
    
    a reference to a law includes a constitutional provision, treaty, decree,
convention, statute, regulation, ordinance, by-law judgment, rule of common law or
equity or a rule of an applicable stock exchange and is a reference to that law as
amended, consolidated or replaced;(viii)
    
    a reference to a document includes all amendments or supplements to that document,
or replacements or novations of it;(ix)
    
    a reference to a party to a document includes that partys successors and
permitted assigns;(x)
    
    an agreement on the part of two or more persons binds them jointly and
severally;(xi)
    
    a reference to include, includes, including and like terms is to be construed
without limitation; and(xii)
    
    a reference to an agreement, other than this Deed, includes an undertaking,
deed, agreement or legally enforceable arrangement or understanding, whether or not in
writing.
 (b)
    
    Where the day on or by which something must be done is not a Business Day, that thing must be
done on or by the next Business Day.




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##### Table of Contents



- 10 - (c)
    
    Headings are for convenience only and do not affect the interpretation of this Deed.(d)
    
    This Deed may not be construed adversely to a party just because that party prepared the
Deed.(e)
    
    A term or expression starting with a capital letter which is defined in this Dictionary, has
the meaning given to it in this Dictionary.




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##### Table of Contents



- 11 - 
 ATTACHMENT B
 PRINCIPLES FOR DETERMINATION OF FAIR MARKET VALUE
  (a)
    
    if the Company is then carrying on business as a going concern, on the
assumption that it is to continue to do so;(b)
    
    the Company is valued as a whole and on a stand alone basis (but including
the value of any investments the Company holds in other entities) without reference to
any indirect benefits a transferring Shareholder may receive from the Company other
than through its shareholding;(c)
    
    that the Shares are capable of being transferred without restriction and have
no special rights attached to them and that any transaction in relation to shares is
treated on an arms length basis between a willing but not anxious seller and a
willing but not anxious buyer;(d)
    
    if requested by the Non-Defaulting Shareholder, not taking into account the
relevant Event of Default in relation to the Defaulting Shareholder;(e)
    
    without reference to any synergistic benefits which an acquirer might obtain
from becoming the holder of all of the Shares;(f)
    
    with regard to the historical financial performance of the Company and the
profit, strategic positioning, future prospects and undertaking of the business of the
Company, and the trading price of the Companys Shares as quoted on NASDAQ;(g)
    
    disregarding any diminution in value of the Company as a result of any
transfer of Shares; and(h)
    
    taking into account any other matter (not inconsistent with the above) which
the Independent Expert considers is appropriate.




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- 12 - 
 
 ATTACHMENT C
 DEED POLL
 Form of Deed Poll under Clause 7.1(c)
 [DATE] [Permitted Transferee] [Insert parties] Deed  [Permitted Transferee]
 1.
    
    ScopeThis Deed Poll relates to Clauses 7.1(c) of the Deed. Words which have a meaning in the
Deed have the same meanings when used in this Deed Poll except where the contrary intention
appears.2.
    
    Accession[Permitted Transferee]acknowledges and agrees for the benefit of the parties to the Deed
that, effective from the [date of transfer], it shall be bound by the Deed as if:
 (i)
    
    it was [Disposing Shareholder];(ii)
    
    references to [Disposing Shareholder]include references to it; and.(iii)
    
    If [Permitted Transferee]ceases to be a Wholly-Owned Subsidiary of
[Disposing Shareholder], it must transfer all its Shares to [Disposing Shareholder]or
a Wholly-Owned Subsidiary of [Disposing Shareholder]in accordance with clause 7.1(c)
of the Deed.
 3.
    
    Deed PollThis Deed Poll is executed as a Deed Poll. Each party to the Deed has the benefit of, and
is entitled to enforce this Deed Poll, in accordance with its terms.4.
    
    Governing Law
 (a)
    
    This Deed is governed by the laws of Hong Kong.(b)
    
    [Permitted Transferee]irrevocably and unconditionally submits to the
non-exclusive jurisdiction of the courts of, or exercising jurisdiction in, Hong Kong,
for determining any dispute concerning this Deed Poll or the transactions contemplated
by this Deed Poll. [Permitted Transferee]waives any right it has to object to an
action being brought in those courts including,
but not limited to, claiming that the action has been brought in an inconvenient
forum or that those courts do not have jurisdiction.




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##### Table of Contents



- 13 - [Permitted Transferee]irrevocably appoints [insert agents name and address in Hong Kong]
as its agent to receive service of process in any legal action or proceedings related to
this agreement in the courts of Hong Kong.
 EXECUTED insert place
 Executedfor and on behalf of [Permitted
Transferee]by:Director Signature
    
    Director/Secretary SignaturePrint Name
    
    Print Name