Exhibit 4.21
 EXECUTION COPY
 MANAGEMENT AGREEMENT
 FOR
 GRAND HYATT MACAU




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MANAGEMENT AGREEMENT  (Grand Hyatt Macau)
 INDEX
 ARTICLE I The Site and Design, Construction, Equipping and Furnishing of the Hotel
    
    
    2Section 1. The Site
    
    
    2Section 2. Construction, Furnishing and Equipping of the Hotel
    
    
    2Section 3. The Hotel
    
    
    2Section 4. Mixed-Use Development
    
    
    3Section 5. Title to the Hotel
    
    
    4Section 6. Fund for Training, Pre-Opening and Opening Expenses
    
    
    5Section 7. Formal Opening of the Hotel
    
    
    7ARTICLE II Operating Term and Provisions Relating to Termination
    
    
    7Section 1. Operating Term
    
    
    7Section 2. Termination Related Provisions
    
    
    7ARTICLE III Operation of the Hotel
    
    
    8Section 1. Key Operating Principles
    
    
    8Section 1A. Standards of Operation
    
    
    8Section 2. Control of Operation
    
    
    9Section 3. Leases and Concessions
    
    
    9Section 4. Management Services
    
    
    10Section 5. Operating Bank Account(s)
    
    
    11Section 6. Consultations with Owner
    
    
    12Section 7. Hyatts and General Managers Right to Contract
    
    
    12Section 8. Contracts with Hyatt affiliates
    
    
    13Section 9. Agency Relationship
    
    
    13Section 10. Hyatts Right to Reimbursement
    
    
    14Section 11. Employees of the Hotel
    
    
    15Section 12. The General Manager
    
    
    16Section 13. Hyatts Management Modules
    
    
    16Section 14. Staff Facilities
    
    
    17Section 15. Special Provisions Relating to the Development and the Casino
    
    
    17ARTICLE IV Management Fees and Owners Profit Distribution
    
    
    20Section 1. Hyatts Fees
    
    
    20Section 2. Payment of Fees
    
    
    21Section 3. Owners Profit Distribution
    
    
    22Section 4. Year-end Adjustment
    
    
    22Section 5. Fiscal Years
    
    
    22ARTICLE V Determination of Gross Operating Profit
    
    
    23Section 1. Books and Records
    
    
    23Section 2. Gross Operating Profit
    
    
    23ARTICLE VI Repairs and Changes
    
    
    26Section 1. Normal Repairs and Maintenance
    
    
    26Section 2. Replacements of and Additions to Furnishings and Equipment
    
    
    26Section 3. Alterations
    
    
    26Section 4. Essential Repairs, Changes and Replacements
    
    
    27Section 5. Other Changes, Replacements and Additions
    
    
    27ARTICLE VII General Covenants of Hyatt and Owner
    
    
    27Section 1. Opening Inventories and Working Capital
    
    
    27Section 2. Chain Marketing Services, Gold Passport and other Services
    
    
    28Section 3. Right of Inspection and Review
    
    
    29Section 4. Reports
    
    
    29
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CONFIDENTIAL; Do not copy or distribute
 ARTICLE VIII Insurance
    
    
    34Section 1. Insurance to be Maintained by Owner
    
    
    34Section 2. Insurance to be Maintained by Hyatt
    
    
    34ARTICLE IX Damage to and Destruction of the Hotel
    
    
    35ARTICLE X Condemnation
    
    
    36ARTICLE XI Right to Perform Covenants and Reimbursement
    
    
    37ARTICLE XII Defaults
    
    
    37ARTICLE XIIA Force Majeure
    
    
    39ARTICLE XIII Trade Name and Exclusivity
    
    
    39Section 1. Name of Hotel
    
    
    39Section 2. Exclusivity
    
    
    40ARTICLE XIV Arbitration
    
    
    40ARTICLE XV Successors and Assigns
    
    
    41Section 1. Assignment by Hyatt
    
    
    41Section 2. Assignment by Owner
    
    
    41Section 2A. Owner Sale
    
    
    42Section 3. Successors and Assigns
    
    
    43ARTICLE XVI Further Instruments
    
    
    43ARTICLE XVII Notices
    
    
    44ARTICLE XVIII Applicable Law
    
    
    44ARTICLE XIX Miscellaneous
    
    
    44Section 1. Right to Make Agreement
    
    
    44Section 2. Consents and Approvals
    
    
    45Section 3. Entire Agreement
    
    
    45Section 4. Survival and Continuation
    
    
    45Section 5. Waiver
    
    
    45Section 6. Proration
    
    
    45Section 7. Costs and Expenses
    
    
    45ARTICLE XX Early Termination
    
    
    46Section 1. Performance Test
    
    
    46Section 2. Cure Rights
    
    
    46ARTICLE XXI Special Conditions
    
    
    47
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MANAGEMENT AGREEMENT  (Grand Hyatt Macau)
 THIS MANAGEMENT AGREEMENT Agreement th Melco Crown COD (GH) Hotel Limited Owner th Hong Kong Hyatt of Macau Ltd. Hyatt , H.I.
 WHEREAS, Titleholder Macau Casino
 WHEREAS, Hyatt 2006 Agreement Regency 2006 Agreement
 WHEREAS, Tower A Tower B
 WHEREAS Novation and Termination Agreement Termination Agreement




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CONFIDENTIAL; Do not copy or distribute
 NOW THEREFORE, mutatis
mutandis
 ARTICLE I
The Site and Design, Construction, Equipping and Furnishing of the Hotel
 Section 1. The Site.
 Site
 Section 2. Construction, Furnishing and Equipping of the Hotel.
 Grand Hyatt Standards
 Section 3. The Hotel.
 Hotel
 Exhibit A2 Hotel Site
    2




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CONFIDENTIAL; Do not copy or distribute
     Ancillary Hotel Equipment
 Operating Equipment
  Furnishings and
Equipment
 Section 4. Mixed-Use Development.
 Development
  3




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CONFIDENTIAL; Do not copy or distribute
 Section 5. Title to the Hotel.
 Right to Use
Agreement Lenders Financing
Documents
   4




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CONFIDENTIAL; Do not copy or distribute
 Section 6. Fund for Training, Pre-Opening and Opening Expenses.
 Pre-opening
Budget Target
Opening Date Pre-opening Account
   5




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CONFIDENTIAL; Do not copy or distribute
 Patacas
      6




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CONFIDENTIAL; Do not copy or distribute
 Section 7. Formal Opening of the Hotel.
 TSA
 ARTICLE II
Operating Term and Provisions Relating to Termination
 Section 1. Operating Term.
 th Operating Term
 Section 2. Termination Related Provisions.
   7




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CONFIDENTIAL; Do not copy or distribute
   ARTICLE III
Operation of the Hotel
 Section 1. Key Operating Principles.
 Key Operating
Principles
 Section 1A. Standards of Operation.
 Grand Hyatt Operating Standards
   8




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CONFIDENTIAL; Do not copy or distribute
 Section 2. Control of Operation.
 Hyatt Senior Managers
 Section 3. Leases and Concessions.
   9




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CONFIDENTIAL; Do not copy or distribute
 
 Section 4. Management Services.
           10




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CONFIDENTIAL; Do not copy or distribute
         Section 5. Operating Bank Account(s).
 Operating Bank
Accounts
  11




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CONFIDENTIAL; Do not copy or distribute
 Section 6. Consultations with Owner.
  Section 7. Hyatts and General Managers Right to Contract.
   12




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CONFIDENTIAL; Do not copy or distribute
 Section 8. Contracts with Hyatt Affiliates.
 Pritzker Family
 Section 9. Agency Relationship.
   13




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CONFIDENTIAL; Do not copy or distribute
 Section 10. Hyatts Right to Reimbursement.
 H.I. group
   14




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CONFIDENTIAL; Do not copy or distribute
 Section 11. Employees of the Hotel.
   (1)
    
    be guilty of serious misconduct or commit a material breach of any of the
terms of his employment or after warning in writing, willfully neglect to perform his
assigned duties; or(2)
    
    commit any act of fraud or dishonesty (whether or not connected with his
employment); or
  15




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CONFIDENTIAL; Do not copy or distribute
 (3)
    
    be incapacitated (including by reason of illness or accident) from performing
his assigned duties for a period or periods in aggregate amounting to six calendar
months in any period of twelve months; or
 (4)
    
    as a result of his other activities or interests, be in a position which
conflicts with his assigned duties.
    Section 12. The General Manager.
 General Manager
 Section 13. Hyatts Management Modules.
   16




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CONFIDENTIAL; Do not copy or distribute
 Section 14. Staff Facilities.
  Section 15. Special Provisions Relating to the Development and the Casino.
  Senior Development Management Team Project Integration Strategies
 (1)
    
    Sales and Marketing. Sales and marketing (e.g., advertisement of
Hotel jointly with the Development, and establishment and maintenance of a website and
toll-free number for the Development), booking, pricing and collection strategies, all
to facilitate the coordination of such matters across the components of the
Development;
 (2)
    
    Preferred Customers. To the extent the Senior Development Management
Team determines that it is in the interest of the Development to offer package pricing
or other discounting of room rates to Hotel guests who are preferred customers of the
Casino or other components of the Development, the establishment of
appropriate allocations of the revenues and expenses associated with such Hotel
guests patronage of the Casino and other components of the Development;
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CONFIDENTIAL; Do not copy or distribute
 (3)
    
    Services and Facilities. Sharing of services and facilities among
the components of the Development;
 (4)
    
    Purchasing. Purchasing of Furnishings and Equipment and Operating
Supplies;
 (5)
    
    Repair and Maintenance. Leveraging of resources to promote the
efficient and effective repair and maintenance of the various components of the
Development;
 (6)
    
    Employment Matters. Coordination of union human resources matters,
including matters relating to salaries, benefits and other terms of employment at
individual components of the Development;
 (7)
    
    Insurance. Placement of insurance coverages and adjustment of
insurance claims;
 (8)
    
    Information Technology. Integration of information technology
systems; and
 (9)
    
    Other. Such other matters as the Senior Development Management Team
shall determine to be reasonably necessary or advisable to promote the efficient and
effective operation of the Development as described above.
  Common Area Allocation
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CONFIDENTIAL; Do not copy or distribute
 Marketing
Allocation
     19




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CONFIDENTIAL; Do not copy or distribute
 ARTICLE IV
Management Fees and Owners Profit Distribution
 Section 1. Hyatts Fees.
    relevant month Relevant Cumulative Period
 Percentage of GrossOperating Profit forthe RelevantCumulative PeriodIf Gross Operating Profit for the Relevant Cumulative
Period, expressed as a percentage of Revenue for such
Relevant Cumulative Period, is less than or equal to
20% of Revenue for such Relevant Cumulative Period
    
    
    3
    %If Gross Operating Profit for the Relevant Cumulative
Period is greater than 20% of Revenue for such
Relevant Cumulative Period and is less than or equal
to 30% of Revenue for such Relevant Cumulative Period
    
    
    4
    %If Gross Operating Profit for the Relevant Cumulative
Period is greater than 30% of Revenue for such
Relevant Cumulative Period and is less than or equal
to 40% of Revenue for such Relevant Cumulative Period
    
    
    5
    %If Gross Operating Profit for the Relevant Cumulative
Period is greater than 40% of Revenue for such
Relevant Cumulative Period
    
    
    7.5
    %
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CONFIDENTIAL; Do not copy or distribute
    fiscal year
 Gross Operating Profit
 Initial Period
 Revenue
 Subsequent Period
 Total Period
 Section 2. Payment of Fees.
 Hyatts
Fees
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CONFIDENTIAL; Do not copy or distribute
 Section 3. Owners Profit Distribution.
 Owners Profit Distribution
 Section 4. Year-end Adjustment.
  Section 5. Fiscal Years.
 fiscal year
  22




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CONFIDENTIAL; Do not copy or distribute
 ARTICLE V
Determination of Gross Operating Profit
 Section 1. Books and Records.
 Uniform System
 Section 2. Gross Operating Profit.
 Gross Operating Profit relevant period
 Revenue
     ,
   23




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CONFIDENTIAL; Do not copy or distribute
           24




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CONFIDENTIAL; Do not copy or distribute
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CONFIDENTIAL; Do not copy or distribute
 ARTICLE VI
Repairs and Changes
 Section 1. Normal Repairs and Maintenance.
  Section 2. Replacements of and Additions to Furnishings and Equipment.
 Replacement
Reserve Replacement Fund
   Section 3. Alterations.
   26




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CONFIDENTIAL; Do not copy or distribute
 Section 4. Essential Repairs, Changes and Replacements.
  Section 5. Other Changes, Replacements and Additions.
  ARTICLE VII
General Covenants of Hyatt and Owner
 Section 1. Opening Inventories and Working Capital.
 Initial Inventories and Working Capital
Budget
  Operating Supplies
   27




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CONFIDENTIAL; Do not copy or distribute
   Section 2. Chain Marketing Services, Gold Passport and other Services.
 Chain Marketing
Services
 Chain Allocation
   28




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CONFIDENTIAL; Do not copy or distribute
 M.O.R.s
   Section 3. Right of Inspection and Review.
  Section 4. Reports.
     29




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CONFIDENTIAL; Do not copy or distribute
 Big Four
 Operating Budget Annual CapEx Plan Annual Plan Approved Operating Budget Approved Annual CapEx Plan Approved
Annual Plan
   30




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CONFIDENTIAL; Do not copy or distribute
  Expert st
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CONFIDENTIAL; Do not copy or distribute
     32




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CONFIDENTIAL; Do not copy or distribute
   Disputed Capital Expenditures
   33




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CONFIDENTIAL; Do not copy or distribute
 ARTICLE VIII
Insurance
 Section 1. Insurance to be Maintained by Owner.
   Section 2. Insurance to be Maintained by Hyatt.
     34




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CONFIDENTIAL; Do not copy or distribute
    ARTICLE IX
Damage to and Destruction of the Hotel
      35




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CONFIDENTIAL; Do not copy or distribute
   ARTICLE X
Condemnation
    36




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CONFIDENTIAL; Do not copy or distribute
 ARTICLE XI
Right to Perform Covenants and Reimbursement
    ARTICLE XII
Defaults
       37




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CONFIDENTIAL; Do not copy or distribute
      provided that
   38




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CONFIDENTIAL; Do not copy or distribute
 ARTICLE XIIA
Force Majeure
 force majeure
 ARTICLE XIII
Trade Name and Exclusivity
 Section 1. Name of Hotel.
  Grand Hyatt Macau   Grand Hyatt City of Dreams     Grand
Hyatt 
 
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CONFIDENTIAL; Do not copy or distribute
  Section 2. Exclusivity.
 Restricted Area
 provided that Park Hyatt Notice
    ARTICLE XIV
Arbitration
 ICC
   40




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CONFIDENTIAL; Do not copy or distribute
    ARTICLE XV
Successors and Assigns
 Section 1. Assignment by Hyatt.
 GHC
 Section 2. Assignment by Owner.
 MPEL Gaming Section 2
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CONFIDENTIAL; Do not copy or distribute
  Associated Company RTU NDA mutatis mutandis, Clause 3.2(a)(ii) Clause 3.3 Clause 3.6
 Section 2A. Owner Sale.
    42




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CONFIDENTIAL; Do not copy or distribute
  Section 3. Successors and Assigns.
  ARTICLE XVI
Further Instruments
  MFD Form M1
  43




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CONFIDENTIAL; Do not copy or distribute
 ARTICLE XVII
Notices
  to Owner at:
    
    36th Floor, The Centrium60 Wyndham StreetCentral, Hong Kong, S.A.R.Peoples Republic of Chinato Hyatt at:
    
    1301, The Gateway, Tower 125 Canton RoadKowloon, Hong Kong, S.A.R.Peoples Republic of China
   ARTICLE XVIII
Applicable Law
  ARTICLE XIX
Miscellaneous
 Section 1. Right to Make Agreement.
   44




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CONFIDENTIAL; Do not copy or distribute
 Section 2. Consents and Approvals.
  Section 3. Entire Agreement.
  Section 4. Survival and Continuation.
 inter alia
 Section 5. Waiver.
  Section 6. Proration.
  Section 7. Costs and Expenses.
  Section 8. Counterparts.
   45




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CONFIDENTIAL; Do not copy or distribute
 ARTICLE XX
Early Termination
 Section 1. Performance Test.
 rd th force majeure AND Performance Test RevPAR
  Section 2. Cure Rights.
   46




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CONFIDENTIAL; Do not copy or distribute
 ARTICLE XXI
Special Conditions
      47




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CONFIDENTIAL; Do not copy or distribute
 IN WITNESS WHEREOF,
 MELCO CROWN COD (GH) HOTEL
LIMITED
    
    
    
    HYATT OF MACAU LTD.By:

    /s/ Garry Saunders
    
    
    
    By:

    /s/ Larry TchouName:

    Garry Saunders
    
    
    
    
    Name:

    Larry TchouTitle:

    Director
    
    
    
    
    Title:

    DirectorBy:

    /s/ Stephanie Cheung
    
    
    
    By:

    /s/ Gary KwokWitness:

    Stephanie Cheung
    
    
    
    
    Witness:

    Gary Kwok
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CONFIDENTIAL; Do not copy or distribute
 APPENDIX A
STATEMENT OF PROFIT AND LOSS
 RoomsRevenuePayroll and related expensesOther expensesDepartmental incomeFood and BeverageRevenueFoodBeverageCost of SalesFoodBeverageOther incomePayroll and related expensesOther expensesDepartmental incomeTelephone departmental incomeNet income from minor
operated departmentsRentals and Other IncomeTotal Operating department incomeUndistributed operating expensesAdministrative and GeneralHuman ResourcesMarketingEnergy costsProperty operation and maintenanceReplacements of and additions to Furnishings and EquipmentBasic Management FeeGross Operating ProfitIncentive Management FeeOwners Profit Distribution
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CONFIDENTIAL; Do not copy or distribute
 APPENDIX B
 1.0
    
    ADMINISTRATIVE AND GENERAL EXPENSES:
 1.1
    
    Payroll and Related Expenses:(Rooms, Minor Operated Departments, Administrative and General, Personnel and Engineering.1.2
    
    Business Related Expenses:
 
    
    Professional fees
    
    Business Related
 
    
    Travel
    
    Entertainment
    
    Meeting Expenses
 1.3
    
    Office Related Expenses:
 
    
    Office Rental
    
    Communication Costs
    
    Office Supplies
    
    Office Utilities
    
    Office Miscellaneous
    
    Deposits (communications)
    
    Installations  Office Equipment
 2.0
    
    SALES AND MARKETING EXPENSES:2.1
    
    Payroll and Related Expenses:
 
    
    Sales and Marketing Department.
 2.2
    
    Business Related Expenses:
 
    
    Office Related Expenses
 
    
    Office Rental
    
    Communication Costs
    
    Office Supplies
    
    Office Miscellaneous
 
    
    Travel
    
    Entertainment
    
    Meeting Expenses
 2.3
    
    Marketing Expenses:
 
    
    Sales Materials:
 
    
    Pre-opening Brochures
    
    Fact Sheets
    
    Rate Sheets
    
    Photography/Slides
    
    Destination Folders
    
    Posters/Mailings
    
    Audio/Visual tools
    
    Direct Mail
    
    Trade Shows
    
    Promotions
 
    
    Advertising
    
    Public Relations
    
    Chain Allocation
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CONFIDENTIAL; Do not copy or distribute
 2.4
    
    Opening Ceremonies:2.5
    
    Miscellaneous:3.0
    
    FOOD AND BEVERAGE EXPENSES:3.1
    
    Payroll and Related Expenses:
 
    
    Food & Beverage Department.
 3.2
    
    Business Related Expenses:
 
    
    Office Related Expenses
 
    
    Office Rental
    
    Communication Costs
    
    Office Supplies
    
    Office Miscellaneous
 
    
    Travel
    
    Entertainment
    
    Meeting Expenses
 3.3
    
    Marketing Expenses:
 
    
    Sales Materials:
 
    
    Banquet Brochures
    
    Banquet Folders
    
    Posters/Mailings
    
    Promotional Material
 
    
    Advertising
    
    Entertainment and Promotion
    
    Market Research
 3.4
    
    Training Expenses:
 
    
    Food Testing
    
    Beverage/Drink
    
    Photography
 3.5
    
    Miscellaneous:4.0
    
    OTHER EXPENSES:4.1
    
    Training  Support Team Expenses:
 
    
    Salary and Related Expenses
    
    Airfares
    
    Board and Lodging
    
    Miscellaneous
 5.0
    
    CONTINGENCIES:6.0
    
    SOFT OPENING  PROFIT/(LOSS):
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CONFIDENTIAL; Do not copy or distribute
 APPENDIX C
Schedule of Initial Inventories & Working Capital Format
 1.0
    
    WORKING CAPITAL:1.1
    
    Cash Fund1.2
    
    Prepayments (Deposits)1.3
    
    Accounts Receivable (initial)1.4
    
    Funding of Operating Losses2.0
    
    INITIAL INVENTORIES:2.1
    
    Salable Inventories:
 
    
    Food Inventories
    
    Beverage Inventories
 2.2
    
    Operating Supplies:
 
    
    Guest Supplies
    
    General Supplies
    
    Printing Supplies
    
    Engineering Supplies
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APPENDIX D
Key Operating Principles
 1.
    
    The role of the Hotel is to support the core business of gaming in the Casino by
providing accommodation and related hospitality services, in line with Grand Hyatt
Standards.2.
    
    When formulating business strategy, the parties should seek to ensure that the goals
and objectives of the Hotel are strategically aligned with those for the Casino and the
Development as a whole.3.
    
    The parties should seek to maximize REVPAR by ensuring the highest levels of
occupancy as the primary objective over a high room rate. In evaluating REVPAR, the
parties will use an appropriate competitive set including the other internationally
branded hotels in Macau.4.
    
    The parties should seek to attract business to the Hotel that will provide the
highest potential opportunities for on-spend, and which maximize the profit potential for
the Casino and throughout the rest of the Development.5.
    
    The Hotel should support the Casino by making its facilities available to the most
important patrons of the Casino as required provided that appropriate allocations will be
made so the Hotel does not incur undue expense.6.
    
    The Hotel should be operated in a manner that ensures maximum integration with, and
fully leverages the facilities available throughout the Development.7.
    
    It is recognized that Hyatt must (a) protect its brand integrity, (b) be able to
maintain the standards required to enable the Hotel to operate in accordance with the
Grand Hyatt Standards, and (c) match the performance of the Competitive Set
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CONFIDENTIAL; Do not copy or distribute
 
 Exhibit A1
Development Site  Exhibit A2
Hotel Site