EX-4.32 TERMINATION AGREEMENT





Exhibit 4.32




PROMISSORY TRANSFER OF SHARES TERMINATION AGREEMENT




This Promissory Transfer of Shares Termination Agreement (“Agreement”) is entered on this 17 day
December, 2009 into between



DOUBLE MARGIN LIMITED, a company duly incorporated under the laws of the British Virgin
Islands, with registered office in the British Virgin Islands, at International Trust Building,
Wickhams Cay, Tortola, herein duly represented by its Director Li Chi Keung (hereinafter referred
to as “DOUBLE MARGIN”) and



LEONG ON KEI, aka ANGELA LEONG, of Chinese nationality, single, holder of the Macau ID card
number 7385888(8) issued on 30-3-2005 with address in Macau at Avenida de Lisboa, 2-4, Hotel
Lisboa, 9th Floor, Macau (hereinafter referred to as “ANGELA LEONG”),



(collectively hereinafter referred to as the “PROMISSORY SELLERS”)




MPEL (MACAU PENINSULA) LIMITED (formerly named, Melco PBL (Macau Peninsula) Limited and Swift
Profit Investments Limited), a company duly incorporated under the laws of the British Virgin
Islands, with its registered office in the British Virgin Islands, at P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, herein duly represented by its Director Chung, Yuk Man
(hereinafter referred to as “MPEL”)



SOCIEDADE DE FOMENTO PREDIAL OMAR, LIMITADA, a company duly incorporated under the laws of Macau,
duly registered in the Companies Registry Office of Macau, under number 5345, page 177, Book C-13,
with its registered office in Macau, at Avenida Lisboa, s/n, Nova Ala do Hotel Lisboa, 2F, herein
duly represented by its Managers Ms. Leong On Kei and Mr Lei Chi Keung (hereinafter referred as
“OMAR”),



(together the “PARTIES”)





WHEREAS



The parties have signed a Promissory Transfer of Shares Agreement dated May 17th, 2006 by
which MPEL intended to buy 100% of OMAR’s shares from the PROMISSORY SELLERS; and




	 	A.	 	MPEL has informed the PROMISSORY SELLERS that it has no more interest
in buying the said shares.





 


 









 











	 	B.	 	The parties reached an Agreement and now desire to provide for the
termination of the Promissory Transfer of Shares Agreement and the PROMISSORY
SELLERS agreed to return the Deposit to MPEL;







NOW, THEREFORE, in consideration of the above, it is agreed as follow:



1. Termination. By signing the present Termination Agreement the Parties agree
to terminate the Promissory Transfer of Shares Agreement dated May 17th, 2006.



2. Deposit Return. The Promissory Sellers and MPEL by copy of this contract give
instructions to the stakeholder, C&C Lawyers Office, to deliver to Melco Crown Entertainment
Limited the Deposit paid by MPEL in the amount of HK$100.000.000,00 (One hundred Million Hong Kong
dollars). MPEL acknowledges and accepts that the receipt of the said amount by Melco Crown
Entertainment Limited shall be considered as discharge of all the obligations of the Promissory
Sellers and the stakeholder, under this agreement, the Promissory Transfer of Shares Agreement
dated May 17th, 2006 and the letter of escrow, and MPEL further agrees to keep both the Promissory
Sellers and the stakeholder indemnified against any claim regarding the return of the deposit after
they have proceeded as instructed in the present clause and after the receipt by Melco Crown
Entertainment Limited of the said amount of HK$100.000.000,00 (One hundred Million Hong Kong
dollars).



3. Power of Attorney: MPEL will return to the Promissory Sellers the Power of Attorney
referred to in the Clause 4 of the Promissory Transfer of Shares Agreement dated May 17th, 2006
with all existing copies thereof, and hereby acknowledge the right of OMAR to revoke the said Power
of Attorney, and assume the obligation of not using the said Power of Attorney to any purpose after
the signing of the present Agreement.



4. Mutual Release. Subject to the receipt of the amount referred to in number 2 above, MPEL
releases, discharges and waives any claims known or unknown, against the PROMISSORY SELLERS, its
successor, assigns, officers or directors, arising out of or in any way connected with the
Promissory Transfer of Shares Agreement dated May 17th, 2006, and PROMISSORY SELLERS hereby
release, discharge and waive any claims, known or unknown, against MPEL, its successors, assigns,
officers or directors, arising out of or in anyway connected with the Promissory Transfer of Shares
Agreement dated May 17th, 2006.



5. Termination. After the signature of this Agreement and the return of the deposit in the way
referred to in clause 2 above, the Promissory Transfer of Shares Agreement dated May 17th, 2006,
will be terminated and all rights and obligations of the PARTIES will cease with the exception of
the rights and obligations arisen from Clause 14 of the said Agreement.


 


 









 




6. Final Agreement. This Agreement shall constitute the final agreement and understanding of
the PARTIES on the subject matter hereof. This Agreement may be modified only by a further writing
signed by the parties.



7. Macau Law. This Agreement shall be governed by the laws of Macau, SAR. In case any one or
more of the provisions contained herein shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any
other provision of this Agreement, but this Agreement shall be construed as if such invalid,
illegal or unenforceable provisions had not been contained herein.



8. Counterparts. This Amendment may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute one and the same
instrument.



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly
authorized officers as of the 17 day of December, 2009.



	 	 	 	 	 	 	 	 	 	 	 
	DOUBLE MARGIN LIMITED	 	 	 	LEONG ON KEI, aka ANGELA LEONG:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	s/d
	 	 	 	 	 	s/d	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	Li Chi Keung	 	 	 	By:	 	Leong On Kei also known as Angela Leong	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	Director	 	 	 	Title:	 	Director	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	MPEL (MACAU PENINSULA) LIMITED
 	 	 	 	SOCIEDADE DE FOMENTO PREDIAL OMAR, LIMITADA,	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	s/d
	 	 	 	 	 	s/d	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	Chung Yuk Man	 	 	 	By:	 	Leong On Kei also known as Angela Leong	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	Li Chi Keung	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	Director	 	 	 	Title:	 	Directors