Change Order No. 3 to Agmnt for Guarantee Maximum Price Construction Services



 Exhibit 10.5 
 AMENDED AND RESTATED 
 DESIGN-BUILD AGREEMENT FOR GUARANTEED MAXIMUM PRICE ARCHITECTURAL,

 ENGINEERING AND CONSTRUCTION SERVICES 
 DATED SEPTEMBER 14, 2005 
 CHANGE ORDER AND AMENDMENT 
 25 MAY 2006 
  

			
	 Project: Wynn Resorts Macau
	  	 Change Order No.: 3

		
	 “Contractor”: jointly and severally
	  	 “Owner”:

		
	 LEIGHTON CONTRACTORS (ASIA) LIMITED
 39th Floor, Sun Hung Kai Centre
 30 Harbour Road
 North Wanchai
 Hong Kong
	  	 WYNN RESORTS (MACAU) S.A.
 335-341, Alameda Dr. Carlos d’Asumpcao
 9th Floor, Hotline Centre
 Macau

		
	 CHINA STATE CONSTRUCTION
 ENGINEERING (HONG KONG) LIMITED
 29th Floor, China Overseas Building
 139 Hennessy Road
 Hong Kong
	  	
		
	 CHINA CONSTRUCTION ENGINEERING
 (MACAU) COMPANY LIMITED
 Rua do Campo No. 78
 Edificio Commercial Zhang Kian, 18 andar
 Macau
	  	

 Pursuant to Article XVIII of that certain Amended and Restated Design-Build Agreement for
Guaranteed Maximum Price Architectural, Engineering and Construction Services between Owner and Contractor for the design and construction of a luxury resort/hotel/casino complex in Macau known as Wynn Resorts Macau, executed and delivered as a deed
on September 14, 2005 (the “Contract”), and the desire of the Owner and Contractor to amend and supplement certain terms and provisions of the Contract, the Contract is hereby modified by this agreement and all related
drawings, plans and specifications attached hereto (collectively, the “Change Order”), made as a deed effective as of the date set forth above. 
  


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 1. Scope of Work. The Scope of Work is changed as follows; 
 Masterplan Drawings for the following modifications and additions/deletions (collectively the “Masterplan Modifications): 
  

			
	WM/ASK/0325/22	  	Basement Floor Plan
	WM/ASK/0326/31	  	Ground Floor Plan
	WM/ASK/0327/31	  	First Floor Plan
	WM/ASK/0328/24	  	Second Floor Plan
	WM/ASK/0329/22	  	Third Floor Plan

 Expansion Area Modifications 
 Plan No. SK NO.8.2.1.0237/06 dated 17 May 06 defines Area 7 for the purposes of this Change Order. 
 The interior fit-out works and building services installations, as further defined below, are deleted from the scope of works. Area 7 on the referenced plan is to be
treated as a “shell” space with no floor, wall or ceiling finishes installed. Building Services central plant installation and primary distribution and trunking shall be provided, as well as all life safety systems installation as required
to achieve code compliance. 
 The following describes the extent of works to be installed by the Contractor: 
  

	a.	Architecture: 

 All external architectural elements and
finishes as documented on the above referenced Masterplans are to be constructed. 
 Temporary Walls shall be provided to separate operational
and unfitted areas. These walls shall provide sound and dust separation, and shall be finished to a FOH standard on one side. 
  

	b.	Interior Design: 

 No Interior Design shall be provided for
Area 7. Interior Design documents shall be issued for all of the temporary wall locations, and the Contractor shall be responsible for installation of these temporary walls and finishes. 
 The Contractor shall provide any walls, doors, or other fixtures required to achieve fire and smoke separation/compartmentation in Area 7. 
  

	c.	Structure: 

 All structural works as documented on the
above referenced Masterplans are to be constructed. 
  

	d.	Mechanical Services: 

 All Central Plant as documented on
the above referenced Masterplans are to be installed. 
 Mechanical services (HVAC) primary distribution ductwork and equipment shall be
installed. Flexible branch ducts and grilles are deleted. 
  

	e.	Electrical Services: 

 All Central Plant as documented on
the above referenced Masterplans are to be installed. 
  

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 Electrical services primary distribution shall be installed up to and including meter room locations.
Emergency lighting and life safety system and signage shall also be provided. Final circuits and trunking is deleted. 
 A comprehensive
sub-floor trunking system (Walker Duct) shall be provided for the entire area for laying of power and data cabling. This shall include topping screed. 
  

	f.	Fire Services: 

 Fire Services shall be installed through
out in compliance with code and with adequate capacity to meet future requirements. Upper layer sprinklers and provision for extending lower layer sprinklers are to be provided throughout. 
  

	g.	Plumbing and Drainage Services: 

 Plumbing and Drainage
installation shall be provided including cold & hot water system, soil & waste disposal, storm water, and LPG distribution. Primary distribution to local areas shown on the above referenced Masterplans (toilet, kitchen, service
bar, etc. locations) are to be installed. 
  

	h.	Elevators and Escalators: 

 Elevators and Escalators are to
be installed and commissioned as documented on the referenced Masterplans. 
  

	i.	Building Maintenance Services: 

 Building Management System
shall be installed and integrated with existing system. The system shall be sized to accommodate reasonable no. of points in fully fitted out space. 
  

	j.	Extra Low Voltage Systems: 

 Extra Low Voltage systems
shall be installed including comprehensive IT, BGM/PA and security cabling up to the TR rooms. Wireless data infrastructure shall be provided throughout. Distributed final cabling from TR rooms to final points are deleted. 
  

	k.	Builder’s Work in connection with Services: 

 Maintenance and access catwalks are to be installed. 
 All Building Services shall be zoned appropriately to allow uninterrupted
operation of the remainder of the property whilst future fit-out occurs. 
  

			
	 Decrease to the Guaranteed Maximum Price:
	 	HKD54,025,109 / USD6,926,296

  

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	2.	Change to the Expansion Project Guaranteed Maximum Price 

 Expansion Project 
  

					
	 Expansion Project Guaranteed Maximum Price
	  	US$	156,759,326	 
	 Total of previous Change Orders
	  	US$	17,719,374	 
	 Previous Expansion Project Guaranteed Maximum Price (Subtotal)
	  	US$	174,478,700	 
	 Total of this Change Order
	  	US$	(6,926,296	)
	 Less – Transfer from Original Project Owner Contingency
	  	US$	(0	)
	 Revised Expansion Project Guaranteed Maximum Price thru Change Order No. 3
	  	US$	167,552,404	 

 The Expansion Project Guaranteed Maximum Price set forth in Section 3.1(b) of the
Contract is, pursuant to the terms of this Change Order, hereby decreased from US$ 174,478,700 to US$ 167,552,404 based on the Changes described above. The detailed breakdown of the foregoing increase is contained in the revised Expansion Project
Guaranteed Maximum Price Breakdown labeled as Revised Exhibit F, dated 25 May 2006 and attached to this Change Order. Accordingly, the Expansion Project Guaranteed Maximum Price Breakdown attached as Exhibit F to the Contract is
hereby deleted in its entirety and replaced with the Revised Expansion Project Guaranteed Maximum Price Breakdown attached hereto. From and after the date of this Change Order, all references in the Contract Documents to the “Expansion Project
Guaranteed Maximum Price Breakdown” attached as Exhibit F to the Contract, shall mean and refer to the Revised Expansion Project Guaranteed Maximum Price Breakdown attached hereto as Revised Exhibit F. From and after the date of
this Change Order, any and all references in the Contract Documents to the “Expansion Project Guaranteed Maximum Price” shall mean the amount of US$ 167,552,404. 
  

	3.	Project Schedule 

 The Contract Time of 726 calendar
days from Expansion Project Date of Commencement and the Guaranteed Date of Expansion Project Substantial Completion, as defined in Section 4.1.9 of the Contract each remain unchanged by this Change Order. 
 The Expansion Project Schedule, included as Attachment 5 of Exhibit B to the Contract, is hereby deleted in its entirety and replaced with the amended
Attachment 5 of Exhibit B attached to this Change Order. 
  

	4.	Miscellaneous 

  

	 	(a)	In the event of any inconsistency between the terms of the Contract and the terms of this Change Order, the terms of this Change Order will prevail. 

  

	 	(b)	The obligations of Contractor hereunder are joint and several. 

  

	 	(c)	Except as otherwise expressly modified hereby, the Contract will remain in full force and effect, and all of the terms and provisions of the Contract, as herein modified, are hereby
ratified and reaffirmed. 

  

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	 	(d)	The parties acknowledge and agree that this Change Order will constitute both an amendment to the Contract and a “Change Order” as defined under the Contract.


  

	 	(e)	This Change Order may be executed in as many counterparts as may be deemed necessary and convenient, and by the different parties hereto on separate counterparts, each of which,
when so executed, will be deemed an original, but all such counterparts shall constitute one and the same instrument. 

  

	 	(f)	All initial capitalized terms used in this Change Order shall have the meaning ascribed to them in the Contract, unless otherwise defined herein. 

  

	 	(g)	This Change Order is effective as of 25 May 2006. 

  

	 	(h)	This Change Order shall be governed by, and construed in accordance with, the laws of England. 

  

	 	(i)	This Change Order is subject to the approval and consent of the Lender’s. 

 [signature page follows] 
  

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 IN WITNESS whereof this Change Order has been duly executed and delivered as a deed the day and
year first above written. 
  

							
	 EXECUTED as a Deed on behalf of
 WYNN RESORTS (MACAU)
S.A., a
 company incorporated in the Macau
 Special
Administrative Region, by Grant
 Bowie, being a person who, in
 accordance with the laws of that territory,
 is acting under the authority of the
 company in the presence of:
	  	 )
 )
 )
 )
 )
 )
 )
 )
	 		 	
				
	 /s/ W.T. Nisbet
 Signature and name of
witness
	  		 		 	
				
	 SIGNED, SEALED and
 DELIVERED by Joe Dujmovic
as
 attorney for LEIGHTON
 CONTRACTORS (ASIA) LIMITED

under power of attorney dated
 August 18, 2005 in the presence
of:
	  	 )
 )
 )
 )
 )
 )
	 		 	  
 By executing this deed
the
 attorney states that the attorney
 has received no notice
of
 revocation of the power of attorney

	         
 /s/ Monita Wong Kwok
 Signature and name of witness
	  		 		 
				
	 THE COMMON SEAL of CHINA
 STATE CONSTRUCTION

ENGINEERING (HONG KONG)
 LIMITED was affixed to this Deed
 in the presence of:
	  	 )
 )
 )
 )
	 		 	
				
	 /s/ CN YIP
 Signature and name of
witness
	  		 		 	
				
	         
 Signature of authorized person
	  		 		 	 /s/ O.P. Kong
 Signature of authorized
person

				
	         
 Office held
	  		 		 	 Chairman
 Office
held

				
	         
 Name of authorized person (block letters)
	  		 		 	 O.P. Kong
 Name of authorized person
(block letters)


  

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	 EXECUTED by Xu Jian Ping in his
 capacity as auxiliar of,
and with
 authority to bind, CHINA
 CONSTRUCTION
ENGINEERING
 (MACAU) COMPANY LIMITED a
 limited company
incorporated in the
 Macau Special Administrative Region,
 pursuant to a resolution by the General
 Shareholders Meeting dated 
                      in the presence of:
	  	 )
 )
 )
 )
 )
 )
 )
 )
 )
	 		 	  
 By executing this deed the
signatory
 warrants that the signatory is duly
 authorized to
execute this deed on
 behalf of CHINA CONSTRUCTION
 ENGINEERING
(MACAU)
 COMPANY LIMITED

	         
 /s/ Chen Guo
 Signature and name of witness
	  		 		 

  

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