EX-4.34





 Exhibit 4.34 

 

			
		 	CLAYTON UTZ

  

Execution Version 
 Termination of
certain obligations- 
 Share sale agreement 

CPH Crown Holdings Pty Limited ACN 603 296 804 

Seller 
 Melco Resorts &
Entertainment Limited 
 Buyer 

Clayton Utz 
 Lawyers 

Level 15 1 Bligh Street 

Sydney NSW 2000 
 GPO Box 9806

 Sydney NSW 2001 
  

			
	 Tel
	  	+61 2 9353 4000
		
	 Fax
	  	+61 2 8220 6700

 www.claytonutz.com 

Our reference 13515/20368/80206482 













			
		 	CLAYTON UTZ

  

Contents 
  

							
	1.	  	Definitions and interpretation	  	1
				
	 	  	1.1	  	Definitions	  	1
	 	  	1.2	  	Interpretations	  	1
			
	2.	  	Termination	  	1
				
	 	  	2.1	  	Terminated provisions	  	1
	  	2.2	  	Releases	  	1
	  	2.3	  	Bar to suit	  	1
			
	3.	  	General	  	2
				
	 	  	3.1	  	Operating provisions	  	2
	 	  	3.2	  	Counterparts	  	2
	 	  	3.3	  	Costs	  	2
	 	  	3.4	  	Further Acts	  	2
	 	  	3.5	  	Severance	  	2
	 	  	3.6	  	No representation or reliance	  	2

  
  

Termination of certain obligations - Share sale agreement 













			
		 	CLAYTON UTZ

  

Termination of certain obligations - Share sale agreement 
  

 
  

	Date	 6 February 2020 


  

	Parties	 CPH Crown Holdings Pty Limited ACN 603 296 804 of ‘Liberty Place’, Level 39, 161
Castlereagh Street Sydney NSW 2000 (Seller) 


  

	  	 Melco Resorts & Entertainment Limited of c/o lntertrust Corporate Services (Cayman) Limited,
190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands (Buyer) 


 Background 

 

	A.	 The Buyer and the Seller are parties to the Share Sale Agreement and wish to terminate certain obligations
relating to Second Tranche Completion on the terms and conditions set out in this deed. 


 Operative provisions

  
  

 

	1.	 Definitions and interpretation 



 

	1.1	 Definitions 



In this deed: 

Share Sale Agreement means the share sale agreement between the Buyer and the Seller dated 30 May 2019 and as amended by
the deed dated 28 August 2019. 
  

	1.2	 Interpretations 



Capitalised terms not otherwise defined in this deed have the meaning given to them in the Share Sale Agreement. 

 
  
  

	2.	 Termination 



 

	2.1	 Terminated provisions 



The parties agree that, on and from the date of this deed, the following provisions of the Share Sale Agreement as set out in
Schedule 1 have no further force and effect: 
  

	 	(a)	 clause 2.2; 


  

	 	(b)	 clause 3; 


  

	 	(c)	 clause 4.2; 


  

	 	(d)	 clause 5; and 


  

	 	(e)	 each provision of clause 6 to the extent it relates to the Second Tranche Shares. 



 

	2.2	 Releases 



The Buyer and the Seller release the other from all actions, demands, claims’ and proceedings under or in connection with
the Share Sale Agreement (except those under or in connection with a Seller Warranty in clause 2.1 of Schedule 1 of the Share Sale Agreement). 
  

	2.3	 Bar to suit 



 

	 	(a)	 Except for claims relating to the enforcement of this document, the parties must not bring or pursue, or
procure a third party to bring or pursue, a claim against the other party in respect of any claims referred to in clause 2.2. 


  

	 	(b)	 This document may be pleaded as a bar to any suit, action or legal proceeding by any party against any other
party in respect of any claims referred to in clause 2.2. 


  

 
 Termination of certain obligations -
Share sale agreement 













			
		 	CLAYTON UTZ

  

 
  

	3.	 General 


  

	3.1	 Operating provisions 



Clauses 1.2 (Interpretation), 7 (Confidentiality), 9 (Notices), 10 (Entire agreement) and 12 (Governing law and jurisdiction)
of the Share Sale Agreement apply to this deed as if set out in full in this deed. 
  

	3.2	 Counterparts 



This deed may be executed in any number of counterparts and by the parties on separate counterparts. Each counterpart
constitutes an original of this deed, and all together constitute one deed. 
  

	3.3	 Costs 



Except as otherwise provided in this deed, each party must pay its own costs and expenses in connection with negotiating,
preparing, executing and performing this deed and the Share Sale Agreement. 
  

	3.4	 Further Acts 



Each party must promptly do all further acts and execute and deliver all further documents (in form and content reasonably
satisfactory to that party) required by law or reasonably requested by another party to give effect to this deed and the Share Sale Agreement. 
  

	3.5	 Severance 



If at any time any provision of this deed is held or found to be void, invalid or otherwise unenforceable (whether in respect
of a particular party or generally), it will be deemed to be severed to the extent that it is void or to the extent of violability, invalidity or unenforceability, but the remainder of that provision will remain in full force and effect. 

 

	3.6	 No representation or reliance 



Each party acknowledges that no party (nor any person acting on a party’s behalf) has made any representation or other
inducement to it to enter into this deed, except for representations or inducements expressly set out in this deed. 
  

 
 Termination of certain obligations -
Share sale agreement 













			
		 	CLAYTON UTZ

  

					
	 Executed as a deed
  

Executed by CPH Crown Holdings Pty Limited
 ACN
603 296 804 in accordance with section 127
 of the Corporations Act 2001 (Cth):
	 		  	
	  
 /s/
Michael Johnston
	 		  	  
 /s/
Catherine Davies

	 Signature of director
	  	 Signature of company secretary/director

	  
 Michael
Johnston
 Director
	  	  

Catherine Davies
 Company
Secretary

	 Full name of director
	 		  	 Full name of company secretary/director


  
  

Termination of certain obligations - Share sale agreement 













			
		 	CLAYTON UTZ

  

					
	 Signed, sealed and delivered for and on behalf

of Melco Resorts & Entertainment Limited by

its authorised signatory in the presence of:
	 	 	  	 
	  
 /s/
Christy Law
	 		  	  
 /s/
Stephanie Cheung

	 Signature of witness
	 		  	 Signature of authorised signatory

	  
 Christy
Law
	 		  	  
 Stephanie
Cheung

	 Full name of witness
	 		  	 Full name of authorised signatory

		 		  	





  
  

Termination of certain obligations - Share sale agreement