**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 August2008**BETWEEN**(1) **Hyatt of Macau Ltd.**, a company incorporated in Hong Kong with its registered office at TricorServices 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)) whoseregistered office is at Avenida Xian Xing Hai, No. 105, Zhu Kuan Building, 19th floor, A-C eK-N, Macau (the **“Old Owner”**); and(3) **Melco Crown COD (GH) Hotel Limited**a company incorporated under the laws of Macau (registerednumber 31453 (SO)) whose registered office is at Avenida Xian Xing Hai, No. 105, Zhu KuanBuilding, 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 OldOwner and Hyatt entered into an agreement to render management services in respect of theGrand Hyatt Hotel.(B) By a management agreement dated 18 June 2006 (the “**Hyatt Regency 2006 MA Agreement**”) the OldOwner and Hyatt entered into an agreement to render management services in respect of theHyatt Regency Hotel. The Hyatt Regency 2006 MA Agreement, together with the Grand Hyatt 2006MA 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 NewOwner wishes to take up the rights and benefits of the Hyatt MA Agreements and to assume theobligations and liabilities of the Old Owner under the Hyatt MA Agreements, which have arisenand accrued on or before the date hereof.(D) Hyatt has agreed to release and discharge the Old Owner upon the terms that, inter alia, theNew Owner undertakes to assume the obligations and liabilities of the Old Owner under theHyatt MA Agreements, which have arisen and accrued on or before the date hereof in lieu of theOld 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 andsufficiency 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 andobligations of the Old Owner arising under the Hyatt MA Agreements, whether actual, contingentor otherwise, and which have arisen and accrued on or before the date hereof) in every way asif the New Owner were, and had originally been, a party to the Hyatt MA Agreements in place ofthe Old Owner.1.2 Hyatt hereby releases and discharges the Old Owner from the performance of the Hyatt MAAgreements and from all liabilities and obligations of the Old Owner arising under the HyattMA Agreements, whether actual, contingent or otherwise, and which have arisen and accrued (onor before the date hereof) and accepts, the liabilities and obligations of the New Owner underthe Hyatt MA Agreements in place of the liabilities and obligations of the Old Owner and Hyattagrees to observe, perform and discharge its liabilities and obligations under the Hyatt MAAgreements which have arisen and accrued on or before the date hereof in every way as if theNew Owner were, and had originally been, a party to the Hyatt MA Agreements in place of theOld Owner.1.3 Hyatt covenants not to bring any suit, action or proceeding or make any demand or claim ofany type against the Old Owner relating to or in connection with the Hyatt MA Agreements orthe relationship created thereby. Such release and discharge in Clause 1.2 being withoutprejudice to the liabilities and obligation of the New Owner to Hyatt under the Hyatt MAAgreements as novated by this Novation and Termination Agreement. Nothing in this provisionshall affect Hyatt’s, the Old Owner’s or the New Owner’s right to make claims or bring anaction for breach of this Novation and Termination Agreement.1.4 The Old Owner hereby releases and discharges Hyatt from the performance of the Hyatt MAAgreements and from all liabilities and obligations of the Old Owner arising under the HyattMA Agreements, whether actual, contingent or otherwise, and which have arisen and accrued onor before the date hereof). The Old Owner covenants not to bring any suit, action orproceeding or make any demand or claim of any type against Hyatt relating to or in connectionwith the Hyatt MA Agreements or the relationship created thereby. Such release and dischargein this Clause 1.4 being without prejudice to the liabilities and obligation of Hyatt to theNew 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 makeclaims 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, titleand interests in the Hyatt MA Agreements including all correspondence, memoranda, drawings,samples, calculations, plans, specifications, models and other relevant documents andinformation pertaining to the services and work the Old Owner previously provided under theHyatt 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 thepurpose of this Novation and Termination Agreement be deemed to be payments and / or, as thecase 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 attheir own cost and expense make, do and execute or cause to be made, done or executed allsuch acts, instruments, assurances and writings whatsoever as may be reasonable to performor 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 inconnection with this Novation and Termination Agreement and all related documentationprepared 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 TerminationAgreement, nor any action by Hyatt prior to the date hereof, shall be construed as a waiverby Hyatt of any right under the Hyatt MA Agreements or any other agreement or applicablelaw, including, without limitation, any right with respect to any default under the Hyatt MAAgreements. The New Owner understands and agrees that it shall not rely on this Novationand Termination Agreement as indicative of the position Hyatt will take in future proposedtransfers 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 TerminationAgreement, with effect from the date hereof, the obligations of each of Hyatt and the OldOwner under, in relation to or in respect of the Hyatt MA Agreements shall terminate andshall be of no force and effect. Save as expressly provided in this Novation andTermination Agreement, no party to either of the Hyatt MA Agreements shall have any furtherrights or claims against, or obligations to, the other in respect thereof and the respectiveliabilities and obligations of each of Hyatt and the Old Owner to each other thereundershall hereafter be released and discharged in accordance with the provisions in Clause 1 ofthis 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 withthe 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 existenceor terms of this Novation and Termination Agreement or any agreement related hereto withoutthe prior written consent of Hyatt save that any such party shall be entitled to make suchdisclosure: (a) in connection with any proceedings arising out of or in connection with thisNovation and Termination Agreement to the extent that either party may considernecessary to protect its interests;  (b) if required to do so by an order of a court of competent jurisdiction whetherin pursuance of any procedure for discovering documents or otherwise or pursuant to anylaw;  (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 complywith 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 regulatoryauthority 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 ofwhich taken together shall constitute one and the same instrument, and any party hereto mayexecute 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 inany jurisdiction, such prohibition or unenforceability shall not invalidate the remainingprovisions hereof or affect the validity or enforceability of such provision in any otherjurisdiction.9.3 This Novation and Termination Agreement constitutes the entire agreement between the partieshereto in respect of the novation and termination of the Hyatt MA Agreements and any previousarrangements, 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 adeed 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: