AGREEMENT FOR ENGINEERING, PROCUREMENT AND CONSTRUCTION SERVICES

Engineering Procurement and Construction Contract

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This Engineering Procurement and Construction Contract involves

CHENIERE ENERGY INC | CHENIERE SABINE PASS PIPELINE COMPANY | WILLBROS ENGINEERS, INC.

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Title: AGREEMENT FOR ENGINEERING, PROCUREMENT AND CONSTRUCTION SERVICES
Governing Law: Texas Date: 5/5/2006
Industry: OILPRD Sector: ENERGY

Search Engineering Procurement and Construction Contract by:

Agreement for Engineering, Procurement and Construction Services

Exhibit 10.1

EXECUTION COPY

AGREEMENT

For

ENGINEERING, PROCUREMENT, AND

CONSTRUCTION SERVICES

for

42 - INCH SABINE PASS PIPELINE PROJECT

between

CHENIERE SABINE PASS PIPELINE COMPANY

and

WILLBROS ENGINEERS, INC.

AGREEMENT

THIS AGREEMENT for Engineering, Procurement and Construction Services (the “Agreement”) is made and entered into effective as of this 1st day of February 2006 (“Effective Date”) by and between Cheniere Sabine Pass Pipeline Company, a company organized under the laws of the State of Delaware (“Cheniere”), and Willbros Engineers, Inc., a company incorporated under the laws of the State of Delaware (“Willbros”). Cheniere and Willbros are hereinafter sometimes referred to individually as a “Party” or collectively as the “Parties.”

WHEREAS, Cheniere desires to design, build, own and operate the 16.0-mile, 42-inch pipeline and related facilities to be constructed from the Cheniere liquefied natural gas terminal to a pipeline interconnect at Johnson’s Bayou, all located entirely in Cameron Parish, Louisiana (as more fully described herein, the “Project”); and

WHEREAS, Willbros, itself or through its Subcontractors or Vendors desires to provide engineering, procurement and construction services related to the Project;

NOW, THEREFORE, in consideration of the mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Cheniere and Willbros hereby agree as follows:

1. SCOPE OF WORK

1.1

In close cooperation and coordination with Cheniere and subject to Paragraph 1.3 below, Willbros agrees to perform the Work, including all Project management, engineering, procurement, construction and construction management for the Project, and provide all equipment, materials, supplies, labor workmanship, apparatus, machinery, tools, structures, inspection, manufacture, fabrication, installation, design, delivery, transportation, storage and any incidental work reasonably inferable as required and necessary to complete the Project in accordance with Applicable Law, Applicable Codes and Standards and all other provisions of this Agreement. Without limiting the generality of the foregoing, the Work is described in more particular detail in the Scope of Work set forth in Schedule “B”.

1.2	The Scope of Work is based upon and shall comply with the preliminary engineering developed by Cheniere’s other consultants and contractors and the FERC Certificate.

1.3	Willbros shall not be responsible for and the Work excludes the Cheniere Provided Items identified in Paragraph 5.3 which are to be provided by Cheniere.

2. PROJECT SCHEDULE

The Work shall be performed in accordance with the dates set forth in the Project Schedule attached as Schedule “F”.

3. COMPENSATION

Willbros will submit invoices, and Cheniere shall pay Willbros the amounts due in accordance with Paragraph 5.4 of Schedule “A”. The sum of the Cost of the Work, the Willbros Management Fee and the Contingency Costs is guaranteed by Willbros not to exceed Sixty-Seven Million Six Hundred Seventy Thousand Two Hundred Dollars ($67,670,200), subject to additions and deductions by Change Order as provided herein (the “Guaranteed Maximum Price”), excluding Louisiana sales and use taxes applicable to permanent materials and equipment to be incorporated into the Project, which shall be reimbursed by Cheniere in accordance with Paragraph 5.4.2 of Schedule “A”. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by Willbros without reimbursement by Cheniere.

4. GENERAL

4.1	The Agreement consists of this signed document (the “Signature Document”) and the following attached Schedules, which by this reference are incorporated herein and made a part hereof:


Schedule “A” -		Terms and Conditions
	Attachment I	-	Willbros Parent Guarantee
	Attachment II	-	Payment Bond, Performance Bond and Riders
	Attachment III	-	Mechanical Completion Certificate
	Attachment IV	-	Project Completion Certificate
	Attachment V	-	Start-up Certificate
	Attachment VI	-	Change Order Form
	Attachment VII	-	Approved Subcontractors and Vendors List
	Attachment VIII	-	Organizational Chart
	Attachment IX	-	Cheniere’s Health, Safety and Environmental Policies
	Attachment X	-	Lien and Claim Waivers
Schedule “B” -		Scope of Work for the Project
	Attachment I	-	Work Site
Schedule “C” -		Intentionally Omitted
Schedule “D” -		Applicable Codes and Standards, Drawings and Specifications
	Attachment I	-	Drawings
	Attachment II	-	Specifications
Schedule “E” -		Intentionally Omitted
Schedule “F” -		Project Schedule

4.2	A reference in the Agreement to any of the Schedules shall, in addition, be considered a reference to any Attachments to said Schedules, and to all documents referred to in said Schedules or Attachments.

4.3	Any notice, demand, offer or other written instrument required or permitted to be given pursuant to this Agreement shall be in writing and signed by the Party giving such notice

and shall be sufficient when delivered in person or sent by e-mail, by facsimile, or by certified or registered mail, to the other Party at the appropriate address as follows:


If delivered to Cheniere:		If delivered to Willbros:
Richard E. Keyser		Willbros Engineers, Inc.
Cheniere Sabine Pass Pipeline		2087 East 71st Street
717 Texas Avenue, Suite 3100		P.O. Box 701650
Houston, Texas 77002		Tulsa, Oklahoma 74170
Telephone: (832) 204-2284		Telephone: (918) 481-4163
Fax: (713) 659-5459		Fax: (918) 493-3430
Attention: Mr. Richard E. Keyser		Attention: Mr. Curtis E. Simkin
E Mail: rkeyser@cheniere.com		E Mail: curt.simkin@willbros.com

Copy to:		Copy to:
Allan Bartz		Willbros Engineers, Inc.
Cheniere Sabine Pass Pipeline		2087 East 71st Street
717 Texas Avenue, Suite 3100		P.O. Box 701650
Houston, Texas 77002		Tulsa, Oklahoma 74170
Telephone: (713) 659-1361		Telephone: (918) 499-3706
Fax: (713) 659-5459		Fax: (918) 499-3702
Attention: Mr. Allan Bartz		Attention: Mr. Mike Reifel
E Mail: abartz@cheniere.com		E Mail: mike.reifel@willbros.com

Willbros or Cheniere may notify the other at any time of a change in, or addition to, the addresses and/or persons to which communications should be sent. Notices, demands, offers or other written instruments shall be deemed to have been duly given on the date actually received by its intended recipient.

IN WITNESS WHEREOF, Cheniere and Willbros have executed duplicate originals of the Agreement, effective and binding as of the Effective Date.


Witness	Cheniere Sabine Pass Pipeline Company

/s/ Richard Keyser	By:	/s/ Robert Keith Teague
	Title:	President
	Date:	February 21, 2006

Witness	Willbros Engineers, Inc.

/s/ Kevin R. Fox	By:	/s/ Curtis E. Simkin
	Title:	President
	Date:	February 1, 2006

SCHEDULE “A”

TERMS AND CONDITIONS

TABLE OF CONTENTS


1. DEFINITIONS		A-2
2. WILLBROS’ OBLIGATIONS		A-9
3. WILLBROS PERSONNEL AND EQUIPMENT		A-12
4. WORK SITE RESPONSIBILITIES		A-14
5. CHENIERE’S OBLIGATIONS		A-15
6. WORK PLAN AND REPORTS		A-20
7. INSPECTION AND TESTING		A-22
8. COMPLETION AND START-UP		A-23
9. CHANGES		A-25
10. INDEMNITY, LIENS AND PATENTS		A-26
11. INSURANCE		A-30
12. WARRANTY		A-34
13. TITLE TO THE WORK AND TO WORK PRODUCT, CONFIDENTIAL INFORMATION		A-37
14. DISPUTE RESOLUTION		A-40
15. SUSPENSION OF WORK		A-42
16. TERMINATION AT CHENIERE’S CONVENIENCE		A-43
17. TERMINATION BY CHENIERE FOR CAUSE		A-44
18. TERMINATION BY WILLBROS		A-45
19. WILLBROS’ OBLIGATIONS UPON SUSPENSION OR TERMINATION		A-45
20. FORCE MAJEURE AND CHENIERE-CAUSED DELAY		A-46
21. LIQUIDATED DAMAGES		A-48
22. PUBLICITY RELEASES		A-49
23. GOVERNING LAW		A-49
24. GENERAL PROVISIONS		A-49


ATTACHMENT I	–	WILLBROS PARENT GUARANTEE
ATTACHMENT II	–	PAYMENT BOND, PERFORMANCE BOND AND RIDERS
ATTACHMENT III	–	MECHANICAL COMPLETION CERTIFICATE
ATTACHMENT IV	–	PROJECT COMPLETION CERTIFICATE
ATTACHMENT V	–	START-UP CERTIFICATE
ATTACHMENT VI	–	CHANGE ORDER FORM
ATTACHMENT VII	–	APPROVED SUBCONTRACTORS AND VENDORS LIST
ATTACHMENT VIII	–	ORGANIZATIONAL CHART
ATTACHMENT IX	–	CHENIERE’S HEALTH, SAFETY AND ENVIRONMENTAL POLICIES
ATTACHMENT X	–	LIEN AND CLAIM WAIVERS

A-1

SCHEDULE “A”

TERMS AND CONDITIONS

1. DEFINITIONS

The following terms shall have the meanings indicated for all purposes of the Agreement and the use of the singular includes the plural, and vice versa:

1.1	“AAA” has the meaning set forth in Paragraph 14.3.

1.2	“AAA Rules” has the meaning set forth in Paragraph 14.3.

1.3	“Actual Contract Amount” has the meaning set forth in Attachment I of the Letter Agreement.

1.4	“Agreement” has the meaning set forth in, and incorporates by reference the documents as stated in, Paragraph 4.1 of the Signature Document.

1.5	“Amendment” means any written modification of the Agreement, signed by both Cheniere and Willbros, other than Change Orders.

1.6

“Applicable Codes and Standards” means any and all codes, standards or requirements set forth herein (including Schedule “D”) or in any Applicable Law, which codes, standards and requirements shall govern Willbros’ performance of the Work, as provided herein. In the event of an inconsistency or conflict between any of the Applicable Codes and Standards, the highest performance standard as contemplated therein shall govern Willbros’ performance.

1.7

“Applicable Law” means all laws, statutes, ordinances, certifications, orders, decrees, injunctions, permits, agreements, rules and regulations, including any conditions thereto, of any Governing Authority having jurisdiction over all or any portion of the Work Site or the Project or performance of all or any portion of the Work, or other legislative or administrative action of a Governing Authority, or a final decree, judgment or order of a court which relates to the performance of Work hereunder or the interpretation or application of this Agreement, including (a) any and all permits, authorizations, certifications, or other approvals or orders, (b) any Applicable Codes and Standards set forth in Applicable Law and (c) any Applicable Law related to (i) conservation, regulation, improvement, protection, pollution, contamination or remediation of the environment or (ii) Hazardous Substances or any handling, treatment, storage, release, use and disposal or other disposition of Hazardous Substances, including the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”).

1.8	“Books and Records” has the meaning set forth in Paragraph 2.9.

A-2

1.9	“Catastrophic Storms” means storms which are listed by the National Oceanic and Atmospheric Administration as Billion Dollar U.S. Weather Disasters.

1.10

“Change” means an addition, deletion, suspension of, revision or any other modification or Amendment to the Work. Adjustment to the Guaranteed Maximum Price, the Preparation and Material Receipt Commencement Date, the Construction Commencement Date or the Scheduled Mechanical Completion Date shall in every instance constitute a Change.

1.11

“Change Order” means a document, in the form attached hereto as Attachment VI and signed by Cheniere and Willbros, issued on or after the Effective Date, authorizing a Change to the Work, the Guaranteed Maximum Price, the Preparation and Material Receipt Commencement Date, the Scheduled Mechanical Completion Date, the Construction Commencement Date or any other material requirement under this Agreement.

1.12	“Cheniere” has the meaning set forth in the introductory paragraph of the Signature Document.

1.13	“Cheniere’s Authorized Representative” means Richard E. Keyser, the person hereby authorized by Cheniere to act on its behalf on all matters pertaining to the Agreement, and whose actions shall be binding upon Cheniere.

1.14	“Cheniere’s Confidential Information” has the meaning set forth in Paragraph 13.6.

1.15	“Cheniere Group” means the owners and affiliated companies of Cheniere or its lenders, including, their respective officers, directors, employees, agents, representatives, contractors (excluding Willbros, its affiliates, Subcontractors and Vendors) and subcontractors.

1.16	“Cheniere Provided Items” means those items to be provided by Cheniere, and those responsibilities to be performed by Cheniere, as described in Paragraph 5.3.

1.17	“Claim” has the meaning set forth in Paragraph 10.1.1.

1.18	“Confidential Information” has the meaning set forth in Paragraph 13.8.

1.19	“Construction Commencement Date” means the date set forth in Paragraph 6.1.2.

1.20

“Contingency Costs” means those reasonable costs actually incurred incident to the performance of Work under this Agreement and prior to Project Completion of the Project, which are not reimbursable as a Cost of the Work, are not attributable to Willbros’ negligence, willful misconduct or breach of this Agreement, are not recoverable from Subcontractors, Vendors or insurers, and for which records required hereunder exist and are contemporaneously prepared and maintained (“Contingency Costs”).

A-3

1.21	“Contingency Pool” has the meaning set forth in Attachment I of the Letter Agreement.