Exhibit 4.6
 EXECUTION VERSION
 DATED 7 DECEMBER 2007
 MELCO PBL GAMING (MACAU) LIMITED
 DEUTSCHE BANK AG, HONG KONG BRANCH




---



##### 



CONTENTS
 Clause
    
    Page1. DEFINITIONS AND INTERPRETATION
    
    
    12. SUPPLEMENT OF FACILITY AGREEMENT
    
    
    13. REPRESENTATIONS
    
    
    24. CONTINUITY AND FURTHER ASSURANCE
    
    
    25. MISCELLANEOUS
    
    
    26. GOVERNING LAW
    
    
    3SIGNATURES
    
    
    4SCHEDULE 1
    
    
    6SCHEDULE 2
    
    
    9




---



##### 



THIS AGREEMENT
 (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 BRANCHin 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
 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
  1.3
    
    Designation
   - 1 -




---



##### 



2.
    
    AMENDMENT OF FACILITY AGREEMENT
 Conditions Precedent Effective Date Amended and Restated Facility
Agreement Amended and Restated Facility Agreement
 3.
    
    REPRESENTATIONS
 Representations and Warrantie Designation
 4.
    
    CONTINUITY AND FURTHER ASSURANCE
 4.1
    
    Continuity
  4.2
    
    Further Assurance
  5.
    
    MISCELLANEOUS
 5.1
    
    Incorporation of terms
 Third Party Rights Transaction Expenses Notices Partial Invalidity Remedies and Waivers Enforcement Amended and Restated Facility Agreement
  - 2 -




---



##### 



5.2
    
    Counterparts
  6.
    
    GOVERNING LAW
  This Agreement has been entered into on the date stated at the beginning of this Agreement.
  - 3 -




---



##### 



SIGNATURES
 The Company
  MELCO PBL GAMING (MACAU) LIMITED.
 By:
    
    /s/ Simon Dewhurst
  - 4 -




---



##### 



The Agent
 DEUTSCHE BANK AG, HONG KONG BRANCH
 By:
    
    /s/ Frank FazioFrank Fazio DirectorBy:
    
    /s/ Chiu Kin Wing EdwardChiu Kin Wing EdwardAuthorised Signatory
  - 5 -




---



##### 



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.
  - 6 -




---



##### 



(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
  4.
    
    Legal opinions
  (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,
  5.
    
    Fees and expenses
  (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,
   - 7 -




---



##### 



6.
    
    Termination Agreement
  7.
    
    Insurance
 Insurances
 8.
    
    Other documents and evidence
   - 8 -




---



##### 



SCHEDULE 2  Amended and Restated Facility Agreement
  - 9 -