Exhibit 4.31
To:
MPEL (Macau Peninsula) Limited(formerly known asMelco PBL (Macau Peninsula) Limited,andSwift Profit Investments Limited) (“MPEL MP”)
P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
Macau, July 2, 2008
Dear Sirs,
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| Re: | | Promissory Transfer of Shares Agreement dated 17 May 2006 (“Agreement”) entered into betweenMPEL MPas promissory buyer andwe, (i.)Double Margin Limited, a company duly incorporated under the laws of the British Virgin Islands (“Double Margin”),(ii.)Leong On Kei,akaAngela Leong(“Angela Leong”), as promissory sellers (“Promissory Sellers”), and(iii.)Sociedade de Fomento Predial Omar, Limitada, a company duly incorporated under the laws of Macau (“Omar”), in relation to the sale and purchase of the entire issued share capital ofOmar. |
We,Double MarginandAngela Leongrefer to theAgreement. For convenience, all words and expressions use in this letter have the same meaning as defined in theAgreement, unless the contrary intention appears.
Under clause 6.1 of theAgreement: (i) Completion should take place on or before January 27, 2007, upon fulfilment of the conditions precedent set forth in Recital (d) and the conditions for Completion set forth in clauses 6.1.1 and 6.1.2 of theAgreement; and (ii) if the said conditions for Completion do not occur or fulfil on or before January 27, 2007,MPEL MP may agree with thePromissory Sellers for such other date of Completion.
Pursuant to clause 6.1 of theAgreementand by letter agreements dated January 25, 2007 and July 17, 2007 respectively,MPEL MP and thePromissory Sellers have agreed to postpone the date of Completion to July 27, 2008.
We hereby confirm that compliance with all the conditions above mentioned will not be fulfilled on or before July 27, 2008. Therefore, we propose a further extension of the date of Completion to July 27, 2009, and in case the aforesaid conditions remain unfulfilled by that date, then the date of Completion shall be further postponed if there is mutual agreement. The said further postponement of the date of Completion to July 27, 2009 shall not prejudice any of the rights and obligations of thePROMISSORY SELLERS,OMARandMPEL MPunder theAGREEMENT, including but not limited to, allMPEL MP’srights under clauses 6.1.2 and 6.1.3 of theAgreement.
Other than the further postponement of the date of Completion to July 27, 2009 operated by means of your acceptance of the terms and conditions of this letter, all other provisions of theAgreement(as supplemented by the said letter agreements), including but not limited to, all the conditions precedent and conditions for Completion, shall remain fully valid and in force.
Please sign the enclosed copy of this letter to signify your acceptance and agreement to the terms and conditions set out herein.
Yours faithfully,
Double Margin Limited
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| SIGNED by Mr. Li Chi Keung | | | ) | | | /s/ Li Chi Keung |
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| in the presence of:- | | | ) | | | |
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| Witness : Kong Ieong, Connie | | | ) | | | |
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Leong On KeiakaAngela Leong | | | ) | | | /s/ Angela Leong |
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| signed in the presence of:- | | | ) | | | |
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| /s/ Connie Kong Ieong | | | | | | |
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| Witness: Kong Ieong, Connie | | | ) | | | |
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We hereby confirm our acceptance of and agreement to the terms and conditions of the letter set out above.
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MPEL (Macau Peninsula) Limited | | | ) | | | /s/ Chung Yuk Man |
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| SIGNED by Chung Yuk Man | | | ) | | | |
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| in the presence of:- | | | ) | | | |
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| Witness:- | | | ) | | | |
Date: July 15, 2008
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