OF SECRETARY FOR PUBLIC WORKS AND TRANSPORTATION





Exhibit 4.41




Order of the Secretary for Transports and Public Works no. 25/2008




In the use of the power granted by article 64 of the Basic Law of the Macau Special Administrative
Region and under the terms of articles 29.1 paragraph c), 49 and
subsequent several articles and 57.1, paragraph a) of Law no.
6/80/M, of 5 July, the Secretary for Transports and Public Works orders:



1. It is granted, by way of lease, being waived the requirement for public tender procedures,
pursuant to the terms and conditions set forth in the attached contract, which forms part of this
order, the plot of land with 113,325 sq. m., located in Taipa, near Estrada do Istmo, in the
reclaimed area between Taipa and Coloane, to develop a hotel complex.



2. This order shall be immediately effective.



11 August 2008.



The Secretary for Transports and Public Works, Lau Si Io.




                    




ANNEX




(File no. 6 444.01 of the Land, Public Works and Transportation Bureau and File no. 71/2006 of the

Land Commission)




Contract entered into between:



The Macau Special Administrative Region, as first grantor; and




The company “Melco Crown (COD) Developments Limited”, as second grantor;




The company “Melco Crown Gaming (Macau) Limited”, as third grantor.



Whereas:



1. By an application submitted on 15 December 2004, the company “Melco Hotels and Resorts (Macau)
Limited” with registered office at Avenida Xian Xing Hai, no. 105, Edifício Zhu Kuan,
19th floor, A-C and K-N, in Macau, registered with the Commercial and Movable Property
Registry under no. 19157
(SO), requested the concession, by way of lease, being waived the requirement for public tender
procedures, the plot of land with 114,500 sq.m., located in the reclaimed area between Taipa and
Coloane (COTAI), near Estrada do Istmo and the Macau University of Science and Technology, to
develop a hotel complex named “City of Dreams”, in accordance with the development strategy for the
gaming and tourism sectors.


 


 









 





2. Pursuant to the development plan submitted with the application, the aforementioned complex, to
be developed in two phases, within a period of 5 years, shall include 9 towers for hotels,
apartment hotels, logistic support services, gaming areas and casino, leisure equipments, retail
and parking area, being the total amount of investment around 6,800,000,000 patacas.



3. The aforementioned development plan was reviewed by the relevant subunits of the Land, Public
Works and Transports Bureau (“Direcção dos Serviços de Solos, Obras Públicas e Transportes” or
“DSSOPT”), by the Infrastructures Development Bureau (“Gabinete para o Desenvolvimento de
Infra-estruturas” or “GDI”), by the Civil Aviation
Authority (“Autoridade de Aviação Civil” or
“AAC”) and by the Tourism Services Bureau (“Direcção dos Serviços de Turismo” or “DST”), and such
entities have issued technical opinions determining that certain conditions be met, namely with
regard to the altimetric elevation of the construction, which shall
be lower than 160 meter MSL.



4. Subsequently, by way of an application submitted on 4 February 2005, based on market reasons,
the applicant presented a preliminary study for the amendment of the development plan which,
although maintaining the original theme of the “City of Dreams” hotel complex, changes the
distribution of areas per hotel, reduces the gross construction areas and the height of almost all
hotel towers, in order to comply with AAC’s instructions.



5. Upon appraisal of the project, DSSOPT evaluated the merit of the request and issued a favorable
opinion to its approval, taking into consideration the value of the investment and the advantages
it represents for the tourism sector and for the global development of the COTAI area, and defined
the conditions to be met by the concession, of which conditions being set forth in the draft contract.



6. Considering that the applicant is not the holder of a concession or subconcession for the
operation of games of fortune and chance or other games in casino in the Macau Special
Administrative Region (“Região Administrativa Especial de Macau” or “RAEM”), the parcels to be
allocated to casino and gaming areas were, in this phase, considered as hotel areas.



7. The granting of the aforementioned gaming concession shall cause the separation and reversion to
RAEM’s private domain of the parcel with an area of 73,546 sq.m, which forms part of the plot of
land registered with the Real Estate Registry (“Conservatória do Registo Predial” or “CRP”) under
no. 23053, granted by way of lease to the company named “A Elite — Sociedade de Desenvolvimento
Educacional, S.A.”, pursuant to the Order of the Secretary for Transports and Public Works no.
52/2001, published in the Macau Official Gazette no. 27 II Series, of 4 July 2001.


 


 









 





8. Notwithstanding, upon acceptance by the applicant company of the conditions set forth in the
draft contract, by a declaration submitted on 17 October 2006, the procedure followed its terms,
and the Land Commission, in its session of 23 November 2006, issued a favorable opinion to the
granting of the application, which was confirmed by the order of the Head of the Executive of 16
March 2007.



9. Meanwhile, on 18 October 2006, the applicant company submitted a new architecture amendment
project, according to which the gross construction area is increased and the hotels’ categories are
changed, which was considered to be subject to conditioned approval, upon compliance with certain
technical requirements, by order of the head of DSSOPT of 27 February 2007.



10. In
view of the above, and given that the aforementioned parcel of 73,546 sq.m had not reverted
to RAEM’s private domain yet, it was not possible to complete the procedure.



11. Moreover, on 8 September 2006 a contract of subconcession for the operation of games of fortune
and chance or other games in casino in the RAEM was entered into between the company Wynn Resorts
(Macau) S.A. and “PBL Diversões (Macau), S.A.”, which name was subsequently changed to “Melco PBL
Gaming (Macau) Limited”, having such amendment been authorized and confirmed by the RAEM
government.



12. Pursuant to the investment plan attached to the above referred subconcession contract, which
forms part thereof, the subconcessionaire undertook to execute a resort-hotel-casino complex in the
plot of land with an area of 113,325 sq.m, located in the COTAI area, near Estrada do Istmo and the
Macau University of Science and Technology, having such concession been requested by “Melco Hotels
and Resorts (Macau) Limited”, a company owned in 96% by the subconcessionaire and by another
subsidiary of the PBL Entertainment (Macau) Limited Group.



13. Thus, by an application submitted on 10 May 2007, the company “Melco Hotels and Resorts (Macau)
Limited” requested the inclusion of the subconcessionaire “Melco PBL Gaming (Macau) Limited” as
part to the concession contract of the referred plot of land, so as to ensure the transfer to such
company of the parcel to be affected to the casino, as well as the amendment of the clauses of such
contract as regards the development and purpose of the land, the gross construction areas per
purpose and the rent with regard to such purposes.


 


 









 





14. The applicant company further informed that the subconcessionaire “Melco PBL Gaming (Macau)
Limited” had already requested to the Gaming Inspection and Coordination Bureau (“Direcção da
Inspecção e Coordenação de Jogos” or “DICJ”) that the investment to be performed by the
subconcessionaire in the Resort-Hotel-Casino, set forth in item 1 of the investment plan attached
to the subconcession agreement, be performed by “Melco Hotels and Resorts (Macau) Limited” and that
the expenses to be made with the execution of the project be considered for purposes of compliance
with the subconcessionaire’s obligations under the aforementioned investment plan.



15. The company “Melco PBL Gaming (Macau) Limited” has its registered office at Avenida Dr. Mário
Soares, no. 25, Edifício Montepio, 1st floor, unit 13, in Macau and is registered with
the Commercial and Movable Property registry under no. 24325 (SO).



16. The aforementioned request for indirect performance of the investment was authorized by order
of the Secretary for Economy and Finances of 1 June 2007.



17. In this context, having obtained the opinion of DICJ, DSSOPT amended the draft concession
contract and such amendment was approved by the company “Melco Hotels and Resorts (Macau) Limited”,
which in the meantime changed its name to “Melco PBL (COD) Developments Limited”, and by the
company “Melco PBL Gaming (Macau) Limited”, by declaration submitted on 6 November 2007.



18. The procedure was, once again, submitted to the Land Comission which, gathered in its session
of 19 November 2007, issued a favorable opinion to the granting of the application.



19. The
opinion of the Land Commission was confirmed by the Head of the Executive, by order on 21
January 2008.



20. The
plot of land which is the object of the concession, with an area of 113,325 sq.m, is
identified with letters “A” and “B” in the property map no. 6328/2005, issued by the Cartography
and Cadastral Services Bureau (“Direcção dos Serviços de Cartografia e Cadastro” or “DSCC”), in 7
November 2006.



21. Parcel “A” forms part of the property registered with the Real Estate Registry under no. 23053, and parcel “B” is not registered with the Real Estate Registry.


 


 









 





22. Under the terms and for the purposes of article 125 of Law no. 6/80/M, of 5 July, the
conditions of the contract attached to this order were notified to the applicant companies and
explicitly accepted by them, in accordance with the declarations submitted on 11 February 2008,
executed by Gary Wayne Saundus, married, of American nationality, with domicile at 9004 Players
Club Drive, Las Vegas, NV,
89134, United States of America and Chung, Yuk Man, married, of Chinese nationality, with domicile
at Flat B, 31/F, Block 4, The Grand Panorama, 10 Robinson Road, Midlevels, Hong Kong, both in the
capacity of directors and in representation of the company “Melco PBL (COD) Developments Limited”
and Ho, Lawrence Yau Lung, married, of Canadian nationality, with domicile in Macau, at Avenida Zhu
Kuan, 19th floor, A-C and K-N, in the capacity of attorney of the company “Melco PBL
Gaming (Macau) Limited”, capacity and powers verified by Hugo Ribeiro Couto Private Notary Office,
in accordance with the recognition drawn up in the referred declarations.



23. The
payment of the premium referred to in paragraph 1) of clause 9.1 of the contract was paid in
the Macau Tax Office on 11 February 2008 (income no. 13136), as per contingent income invoice no.
10/2008, issued by the Land Commission on 31 January 2008, a copy of which is filed in such
Commission.



24. On 16 July 2008, the company “Melco PBL (COD) Developments Limited”, informed that its
Portuguese name had been altered to “Melco Crown (COD) Desenvolvimentos, Limitada” (in English,
“Melco Crown (COD) Developments Limited”) maintaining its Chinese name and, therefore, requested
that the new name be mentioned in the order which shall constitute title of the concession
contract.



25. Moreover,
according to a DICJ letter of 24 June 2008, the Secretary for Economy and Finances
authorized the amendment to the name of the subconcessionaire for the operation of games of fortune
and chance or other games in casino in the RAEM to “Melco Crown Jogos (Macau) S.A.” (in English,
“Melco Crown Gaming (Macau) Limited”).



Clause One — Object of the Contract



1. By means of the present contract the first grantor grants to the second grantor under lease and
being waived the requirement for public tender procedures, of the plot of land with an overall area
of 113,325 sq.m (one hundred and thirteen thousand three hundred and twenty five square meters),
located in Taipa, near Istmo Street, in the reclaimed area between Taipa and Coloane (COTAI), with
the given value of $842,134,033.00 (eight hundred forty two million one hundred and thirty four
thousand and thirty three patacas), marked with letters “A” and “B” in the map no.: DSCC 6328/2005,
of 28 January 2008, which is an integral part of this contract, hereinafter simply referred to as
the plot of land.



2. The registration status of the two parcels of land which compose the plot of land is the
following: the parcel marked with letter “A” in the said
map, with an area of 73,546 sq.m (seventy
three thousand five hundred and forty six square meters), is registered with the Real Estate
Registry (“Registry”) under no. 23053; and the parcel marked with letter “B” in the same map, with
an area of 39,779 sq.m (thirty nine thousand seven hundred and seventy nine square meters), is not
registered with the Registry.


 


 









 




Clause Two — Term of Lease



1. The lease is valid for a term of 25 (twenty-five) years, commencing on the date of publication
in the Official Gazette of the order which shall constitute the title of the present contract.



2. The lease term indicated in the preceding paragraph, may be successively renewed in accordance
with applicable laws.



Clause Three — Development and Purpose of Plot of Land



1. The plot of land shall be developed with the construction of a hotel complex incorporating
several buildings, under strata title, with the following gross floor areas for each authorized
usage:



	 	 	 
	Casino

	 	with gross construction area of 2,200 sq.m
	5
star Hotel

	 	with gross construction area of
260,956 sq.m
	4
star Hotel

	 	with gross construction area of 46,920 sq.m
	5
star Apartment Hotel

	 	with gross construction area of
106,882 sq.m
	Parking ( 5 star Hotel)

	 	with gross construction area of 43,182 sq.m
	Parking (4 star Hotel)

	 	with gross construction area of 1,928 sq.m
	Parking
(5 star Apartment Hotel)

	 	with gross construction area of 7,353 sq.m
	External area

	 	with an area of 45,735 sq.m






2. The areas mentioned in the preceding paragraph may be subject to rectification, upon inspection,
for the purpose of issuance of the occupancy license.



Clause Four — Transfer of Separate Unit



1. The
second grantor undertakes to transfer in favour of the third grantor
the independent unit to be erected as an entertainment venue
within the building, by means of a public deed to be executed within 30 days after
registration of  the separate unit of
the building, to which the following value is given MOP3,748,250.00 (three
million seven hundred and forty eight thousand two hundred and fifty patacas)



2. The second grantor should submit to the first grantor a document evidencing the transfer
mentioned in the preceding paragraph.



Clause Five— Rent



1. During the construction period for development of the land, the second grantor shall pay an
annual rent of $ 30.00 (thirty patacas) per granted square meter, in
the total amount of $ 3,399,750.00 (three million three hundred ninety nine thousand seven hundred and fifty).



2. Upon conclusion of the construction of the development project it shall pay a rent in the total
amount of MOP7,236,350 (seven million two hundred and thirty six thousand three hundred and fifty
patacas) resulting from the following:



	 	 	 
	1) Casino
	 	 
	2,200 m2 x MOP15.00/ sq.m

	 	MOP33,000
	 
	2) 5 star Hotel
	 	 
	260,956 m2 x MOP15.00/sq.m

	 	MOP3,914,340.00






 


 









 





	 	 	 
	3) 4 star Hotel
	 	 
	46,920 m2 x 15.00/ sq.m

	 	MOP 703,800.00
	 
	4) 5
star Apartment Hotel
	 	 
	106,882 m2 x MOP15.00/ sq.m

	 	MOP 1,603,230.00
	 
	5) Parking (5 star Hotel)
	 	 
	43,182 m2 x MOP10.00/ sq.m

	 	MOP431,820.00
	 
	6) Parking (4 star Hotel)
	 	 
	1,982 m2 x MOP10.00/ sq.m

	 	MOP19,280.00
	 
	7)
Parking (5 star Apartment Hotel)
	 	 
	7,353 m2 x MOP10.00/ sq.m

	 	MOP73,530.00
	 
	8)
External area
	 	 
	45,735/m2 x MOP10.00/ sq.m

	 	MOP457,350.00






3. The rents shall be revised every five years, as of the publication in the Official Gazette of
the Order constituting the title of the present contract, notwithstanding the immediate application
of new rent amounts provided in legislation that may be published while this contract is in force.



Clause Six— Term of Development



1. The development of the plot of land shall be made within the overall term of 60 (sixty) months,
as of the date of the publication in Official Gazette of the Dispatch approving the present
contract.



2. The term provided in the previous paragraph includes the period necessary for the submission of
the design documents by the second grantor and their assessment by the first grantor.



Clause Seven — Fines



1. In case of noncompliance with the term provided in the preceding clause, the second grantor
shall be liable to a fine up to the amount of $ 5,000.00 (five thousand Patacas) for each day
of delay, up to 60 (sixty) days; beyond 60 (sixty) days and up to an overall maximum period of 120 (one
hundred and twenty) days, the second grantor is liable to a fine up to the double of that amount,
except if there are special reasons, which are duly justified, and accepted by the first grantor.



2. The second grantor shall not be held liable in case of Force Majeure or other relevant facts,
which are in accordance with evidence, out of its control.



3. Force Majeure cases are those that exclusively result of events which are unpredictable and
unstoppable.



4. For the purposes of paragraph no. 2 above, the second grantor is obliged to serve a written
notice to the first grantor, as soon as possible, communicating the occurrence of the referred
facts.



Clause Eight— Security



1. Pursuant to Article 126 of Law 6/80/M, of July 5, the second grantor shall give a security
in the amount of $3,399,750.00 (three million three hundred and ninety nine thousand seven hundred
and
fifty Patacas) by means of a deposit or bank guarantee acceptable to the First Grantor.


 


 









 






2. The value of the security hereinbefore referred shall always be updated in the same proportion
as the relevant annual rent.



3. The security referred in the above paragraph 1 shall be returned by the Macau Finance Department
to the Second Grantor, at its request, after exhibition of the building’s occupancy permit issued
by the DSSOPT.



Clause Nine — Premium of the Contract



The Second Grantor shall pay the First Grantor, as premium for the agreement, the overall amount of
$ 842,134,031.00 (eight hundred and forty two million, one hundred and thirty four thousand and
thirty one patacas), in the following manner:



(1) $300,000,000.00 (three hundred million patacas), upon the submission of the declaration of
acceptance of the terms of the present contract, in accordance with the template approved by the
Chief Executive.



(2) The
remaining part of the premium, in the amount of $ 542,134,031.00 (five hundred and
forty two million one hundred and thirty four thousand and thirty one patacas), which shall accrue
interest at the annual rate of 5%, shall be paid in 9 (nine) bi-annual installments, in the same
amount of capital and interest, in the amount of $ 68,014,449.00 (sixty eight million fourteen
thousand four hundred and forty nine patacas) each, the first installment being payable 6 (six)
months after the publication in the Official Gazette of the order constituting the title of the
present contract.



Clause Ten— Remaining Materials of the Plot of Land



1. The second grantor is expressly forbidden from removing from the plot of land, without prior
written authorization of the first grantor, any materials such as land, rock and sand, arising from
the excavation of the foundations and leveling of the plot of land.



2. The first grantor shall authorize the removal only of the materials that may not be utilized in
the plot of land or that are not susceptible of another usage.



3. The materials removed with authorization from the first grantor shall always be deposited in a
place to be determined by the first grantor.



4. The noncompliance with the stipulated in the present clause and without prejudice of
compensation to be determined by the DSSOPT experts in relation to the materials effectively
removed, the second grantor is subject to the following penalties:



1) 1st
offense: $ 20,000.00 to $ 50,000.00;

2) 2nd offense: $ 51,000.00 to $ 100,000.00;

3) 3rd offense: $ 101,000.00 a $ 200,000.00;

4) from the 4th offense the first grantor has the right to terminate the contract.



 


 









 





Clause Eleven— Occupancy Permit



The building’s occupancy permit shall be issued only after the presentation of evidence that the
premium referred in Clause Nine above has been fully paid.



Clause Twelve— Transfer



1. The transfer of any rights or obligations arising out of the present land lease grant, due to
its nature, shall be dependent upon the authorization of the first grantor and the transferee shall
be subject to provisions of the terms and conditions provided for in the present contract.



2. In order to guarantee the necessary financing for the project, the second grantor may draw a
voluntary mortgage over the lease rights hereby granted in favor of any credit institution of or
with registered office in the Macau Special Administrative Region, in accordance with Article 2 of
the Decree-Law N.o 51/83/M, of December 26.



Clause Thirteen— Supervision



During the development period, the second grantor shall permit the access to the leased plot of
land and construction sites, to any representatives of Government departments that may appear there
in the performance of their supervisory activities, giving them the necessary assistance and means
to succeed in the performance of their duties.



Clause Fourteen— Lapse



1. The present contract shall lapse in the following cases:



1) After the expiry term to which the aggravated fine provided in clause seven;



2)
Unauthorized change of the purpose of the land  grant, before the
completion of the development of the land;



3) Interruption of the development of the plot of land for a period which is greater than 90
(ninety) days, except in case there are special reasons, which are duly justified and accepted by
the first grantor.



2. The lapse of this contract is declared by order of the Chief Executive, to be published in the
Official Gazette.



3. The lapse of this contract shall result in the reversion of the plot of land to the first
grantor, free and vacant, without payment of any compensation to the second grantor.



Clause Fifteen— Rescision



1. The present contract may be rescinded upon the occurrence of any of the following events:



1) Default on the punctual payment of rent;



2)
Unapproved change of the development of the land and/or the purpose
of the land grant, upon the completion of the development of the land;



3) Transfer any rights or obligations arising out of the land grant, in breach of clause 12;



4) Noncompliance with the obligations provided in Clause 9;



5)
Noncompliance with the obligations provided in Clause 10 four times
or above repeatedly.


 


 









 





2. The rescission of the contract shall be declared by Order of the Chief Executive, to be
published in the Official Gazette.



Clause Sixteen— Reversion of the Casino



The termination of the subconcession for operation of games of fortune and chance and other games
in casino granted to the third grantor through contract executed on 8 September 2006, between Wynn
Resorts (Macau) Limited and the third grantor, due to time elapse or other cause therein stated,
implies the automatic and free reversion of the casino unit, without any charges or encumbrances to
the first grantor, as well as all gaming equipment, even if located outside the casino.



Clause Seventeen— Jurisdiction



The Judicial Court of Macau shall have jurisdiction to resolve any disputes arising out of the
present contract.



Clause Eighteen— Applicable Law



In case of omissions, the present contract is governed by Law No. 6/80/M of July 5th, and
other applicable legislation.



[Property Map]