EX-4.44



 Exhibit 4.44 

AMENDMENT NO. 2 
 TO

 SHAREHOLDERS’ AGREEMENT 

This AMENDMENT NO.2 TO SHAREHOLDERS AGREEMENT (Amendment No 2), dated as of May 17, 2013, is entered into by and among MCE Cotai Investments
Limited, a company incorporated in the Cayman Islands (MCE Cotai), New Cotai, LLC, a Delaware limited liability company (New Cotai), Melco Crown Entertainment Limited, a company incorporated in the Cayman Islands (MCE), and
Studio City International Holdings Limited (formerly known as Cyber One Agents Limited), a company incorporated in the British Virgin Islands (Company). 

Background 
  

	A.	MCE Cotai, New Cotai, MCE and the Company (The Parties) entered into a Shareholders’ Agreement dated July 27, 2011 (Shareholders’ Agreement), which governs their relationship in connection
with, and the conduct and operations of, the Company and its Subsidiaries. 

  

	B.	On September 25, 2012, The Parties entered into an agreement to amend the Shareholders’ Agreement (Amendment No 1). 


 

	C.	Under Amendment No 1, New Cotai has the option to acquire from MCE Cotai a Financial Interest in the MCE Follow On Commitment in an amount up to but not exceeding 40%. 


 

	D.	The New Cotai Equity Option has been exercised by New Cotai on 19 April 2013 and The Parties wish to document this fact and the effect that this has on Schedule 1 of the Shareholders’ Agreement at closing of
the exercise of the New Cotai Equity Option. 

  

	E.	This Amendment No 2 is being executed and delivered by The Parties in accordance with clause 41.1 of the Shareholders’ Agreement. 


AGREED TERMS 
  

	1.	Definitions 

 In this Amendment No 2, all capitalized terms used herein without
definition shall have the respective meanings given to such terms in the Shareholders’ Agreement and Amendment No 1. 
  

	2.	New Cotai Equity Option 

 New Cotai has exercised the New Cotai Equity Option on
19 April 2013. On the date of this Amendment No 2, Schedule 1 of the Shareholders’ Agreement will be replaced by Schedule 1 as set forth on Annexure A. 
  

	3.	General 

  

	 	a)	 Except as expressly modified by this Amendment No 2, all of the terms, covenants, agreements, conditions and other provisions of the
Shareholders’ Agreement as amended by Amendment No 1, shall remain in full force and effect in accordance with their respective terms. As used in the Shareholders’ 










	 	
Agreement, as amended by Amendment No 1, the terms “this Agreement,” “herein,” “hereinafter,” “hereunder,” “hereto” and words of similar import
shall mean and refer to, from and after the date hereof, unless the context otherwise requires, the Shareholders’ Agreement as amended by Amendment No 1 and further amended by this Amendment No 2. 


 

	 	b)	This Amendment No 2 may be executed in multiple counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which shall together
be considered one and the same agreement, and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties. Delivery of an executed counterpart of a signature page to this Amendment No 2 by
facsimile transmission or by electronic transmission of a .pdf or electronic file shall be as effective as delivery of a manually signed counterpart of this Amendment No 2. 


 

	 	c)	This Amendment No 2 is governed by and is to be construed in accordance with laws applicable in Hong Kong. 


***** 

  
  

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	 Executed as an agreement
  

SIGNED by
	 		 		 	
				
	 HO Lawrence Yau Lung
	 		 		 	
	 for and on behalf of
 MCE COTAI INVESTMENTS
LIMITED
 as its authorised representative
 with authority
from the board
 in the presence of:
	 		 		 	
				
		 		 		 	 





		 		 		 	Authorised Representative
				
	 




	 		 		 	
	 Name of witness: Man Ka Ki Judy
 Title of
witness    Solicitor, HKSAR
	 		 		 	
				
	SIGNED by	 		 		 	
				
	 HO Lawrence Yau Lung
	 		 		 	
	 for and on behalf of
 MELCO CROWN
ENTERTAINMENT LIMITED
 as its authorised representative

with authority from the board
 in the presence of:
	 		 		 	
				
		 		 		 	 





		 		 		 	Authorised Representative
				
	 




	 		 		 	
	 Name of witness: Man Ka Ki Judy
 Title of
witness   Solicitor, HKSAR
	 		 		 	


  
  

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	SIGNED by	 		 		 	
				
	 Michael Gatto
	 		 		 	
	 for and on behalf of
 NEW COTAI, LLC

as its authorised representative
 with authority from the
board
 in the presence of:
	 		 		 	
				
		 		 		 	 





		 		 		 	Authorised Representative
				
	 




	 		 		 	Michael A. Gatto
	 Name of witness: BRADFORD ROBIN
 Title of
witness    ASSOCIATE
	 		 		 	Authorised Signatory
				
	SIGNED by	 		 		 	
				
	 HO Lawrence Yau Lung
	 		 		 	
	 for and on behalf of
 STUDIO CITY
INTERNATIONAL
 HOLDINGS LIMITED
 as its authorised
representative
 with authority from the board
 in the presence
of:
	 		 		 	
				
		 		 		 	 





		 		 		 	Authorised Representative
				
	 




	 		 		 	
	 Name of witness: Man Ka Ki Judy
 Title of
witness   Solicitor, HKSAR
	 		 		 	


  
  

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 ANNEXURE A 

Schedule 1 
 Financial Interest 

Original Capital Commitments 
  

					
	 Shareholder
	  	Financial Interest	 
	 New Cotai
	  	 	40	  
	 MCE Cotai
	  	 	60	  

 MCE Follow On Commitment 
  

					
	 Shareholder
	  	Financial Interest	 
	 New Cotai
	  	 	40	  
	 MCE Cotai
	  	 	60	  


  
  

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