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.

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:

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:

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

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.

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”).

1.21

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

1.22

“Contract Amount” has the meaning set forth in Paragraph 5.4.1.

1.23

“Corrective Work” has the meaning set forth in Paragraph 12.2.2.

1.24

“Cost of the Work” has the meaning set forth in Paragraph 5.4.1.

1.25

“Defect” or “Defective” has the meaning set forth in Paragraph 12.1.

1.26

“Defect Correction Period” has the meaning set forth in Paragraph 12.2.2.

1.27

“Disclosing Party” has the meaning set forth in Paragraph 13.8.

1.28

“Dispute” has the meaning set forth in Paragraph 14.2.

1.29

“Dispute Notice” has the meaning set forth in Paragraph 14.2.

1.30

“Drawings” means drawings developed by Willbros and approved by Cheniere for the performance of the Project in accordance with Paragraph 2.7, Paragraph 2.8 and Schedule “B” and as listed in Schedule “D” . The Drawings shall be based on the Specifications. Should there be an inconsistency between the Specifications and the Drawings, the Specifications shall prevail.

1.31

“E&O Insurance” has the meaning set forth in Paragraph 11.1.7.

1.32

“Effective Date” shall be the date given in the introductory paragraph of the Signature Document.

1.33

“Exception Items” means finishing items required to complete various portions of the Work which are incomplete, Defective or otherwise not in accordance with the Agreement, but the completion of which shall not affect, interrupt, disrupt, or interfere with the safe and orderly operation of all or a part of the Project as more fully described in Paragraph 8.

1.34

“FERC Certificate” means that certification issued by the Federal Energy Regulatory Commission (“FERC”) (i) authorizing the construction of the Project, including any conditions governing the conduct of the construction activities for the Project, and (ii) detailing the pipeline route and required pipe class associated with the route’s population density survey. The FERC Certificate includes related FERC filing documents CP04-38-00, CP04-38-001, CP04-39-000 and CP04-40-000 and the approved implementation plan.

1.35

“Force Majeure” means Catastrophic Storms or floods, lightning, tornadoes, hurricanes, named tropical storms, earthquakes and other acts of God, wars, civil disturbances, terrorist attacks, revolts, insurrections, sabotage, commercial embargoes, epidemics, fires,

explosions, and actions of a Governing Authority that were not requested, promoted, or caused by the affected Party, and strikes or other similar labor actions (except as set forth in (iii) below); provided that such act or event (a) renders impossible or impracticable the affected Party’s performance of its obligations under the Agreement, (b) is beyond the reasonable control of the affected Party and not due to its fault or negligence and (c) could not have been prevented or avoided by the affected Party through the exercise of due diligence, including the expenditure of any reasonable sum taking into account the Guaranteed Maximum Price. For avoidance of doubt, Force Majeure shall not include any of the following: (i) a Party’s economic hardship, (ii) changes in market conditions, (iii) strikes, or other similar labor actions to the extent caused by the act or omission of the Party claiming Force Majeure, (iv) unavailability of Subcontractors or Vendors; (v) climatic conditions (including rain, snow, wind, temperature and other weather conditions), tides, and seasons, regardless of the magnitude, severity, duration or frequency of such climatic conditions (except those Catastrophic Storms as set forth above), or (vi) nonperformance or delay by Willbros or its Subcontractors or Vendors, unless any of the foregoing conditions is otherwise caused by Force Majeure.

1.36

“Guaranteed Maximum Price” shall have the meaning set forth in Paragraph 3 of the Signature Document.

1.37

“Governing Authority” means any federal, state, or local department, office, instrumentality, agency, board or commission having jurisdiction over a Party or any portion of the Work, the Work Site or the Project.

1.38

“Hazardous Substance” means any substance that under Applicable Law is considered to be hazardous or toxic or is or may be required to be remediated, including (a) “hazardous substances” as defined in 42 U.S.C. § 9601(14), (b) “chemicals” subject to regulation under Title III of the Superfunds Amendments and Reauthorization Act (“SARA”) of 1986, (c) natural gas liquids, liquefied natural gas or synthetic gas, (d) any petroleum, petroleum-based products or crude oil or any fraction, or (e) any other chemical, waste, material, pollutant, contaminant or any other substance, exposure to which is now or hereafter prohibited, limited or regulated by any Governing Authority or which may be the subject of liability for damages, costs or remediation.

1.39

“Key Personnel” or “Key Persons” has the meaning set forth in Paragraph 3.1 and includes the Willbros Personnel listed in Attachment VIII .

1.40

“Letter Agreement” means that letter agreement entered into between the Parties simultaneously with this Agreement dated February 01, 2006.

1.41

“Liquidated Damages” has the meaning set forth in Paragraph 21.1.

1.42

“Major Vendor” means any Vendor (a) who has entered a subcontract or purchase order having an aggregate value in excess of One Hundred Thousand Dollars ($100,000), or (b)

who has entered multiple subcontracts or purchase orders with an aggregate value in excess of One Hundred Thousand Dollars ($100,000).

1.43

“Mechanical Completion” or “Mechanically Complete” means that all of the following has occurred: (a) the Work is approved by Cheniere as being ready for pre-commissioning and/or commissioning; (b) Willbros has delivered to Cheniere a set of original test and inspection certificates, including hydrostatic test reports, materials documentation, MAOP establishment records, and internal geometry pig results; (c) Willbros has completed all construction, procurement, fabrication, assembly, erection, installation and testing, including final pipeline hydrostatic tests for the pipeline and all appropriate appurtenances to ensure that such systems were correctly constructed, procured, fabricated, assembled, erected, installed and tested and are capable of being operated safely and reliably within the requirements contained in this Agreement; (d) Willbros has delivered to Cheniere a Mechanical Completion Certificate for the Project in the form of Attachment III , and Cheniere has accepted such certificate by signing such certificate; (e) Willbros has dewatered and dried the pipeline to a dewpoint of negative forty degrees Fahrenheit (-40ºF); (f) Willbros has completed all Exception Items in accordance with Paragraph 8.1; and (g) Willbros has performed all other obligations required under this Agreement for Mechanical Completion.

1.44

“QA/QC Plan” has the meaning set forth in Paragraph 7.1.

1.45

“Party” or “Parties” has the meaning set forth in the introductory paragraph of the Signature Document.

1.46

“Paragraph” means a paragraph in the Schedule in which it appears, unless otherwise indicated.

1.47

“Preparation and Material Receipt Commencement Date” has the meaning set forth in Paragraph 6.1.1.

1.48

“Project” means the whole of the Work to be performed by Willbros in respect of the pipeline and in accordance with this Agreement, including the construction, testing, and commissioning of the 16-mile, 42-inch pipeline and related facilities, including an inlet monitor regulator station, a pig launcher, a 30-inch side tap, a 42-inch side tap, two- 42-inch mainline valves, and all other appropriate valves and appurtenances, 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; for purposes of clarification, the Project does not include the NGPL Meter Station and the Cameron Meadows Meter Station being developed by Cheniere.

1.49

“Project Completion” means the date when all Work and all other obligations under this Agreement are fully and completely performed in accordance with the terms of this Agreement, including: (a) the successful achievement of Mechanical Completion of all systems for the Project; (b) the successful achievement of Start-up of all systems for the

Project; (c) delivery by Willbros of all documentation required to be delivered under this Agreement, including any Work Product, Cheniere’s Confidential Information and other documentation; (d) delivery by Willbros to Cheniere of fully executed Final Lien and Claim Waivers in the form of Attachment X – Part 2 ; (e) removal from the Work Site of all of Willbros Personnel, supplies, waste, materials, rubbish and temporary facilities and restoration of the Work Site to its natural conditions in accordance with this Agreement, Applicable Law and Applicable Codes and Standards or any other requirements of any Governing Authority; (f) delivery by Willbros to Cheniere of a Project Completion Certificate in the form of Attachment IV , which Cheniere has accepted by signing such certificate; (g) delivery by Willbros to Cheniere of evidence acceptable to Cheniere that all Subcontractors and Vendors have been fully and finally paid, including fully executed Final Lien and Claim Waivers from all Subcontractors and Major Vendors in the form of Attachment X – Part 4; (h) Willbros has completed all Exception Items in accordance with Paragraph 8.3; and (i) performance of all other obligations required by this Agreement for Project Completion.

1.50

“Project Schedule” means the dates for performance of the Work set forth in Schedule “F” , including the Preparation and Material Receipt Commencement Date, the Scheduled Mechanical Completion Date and the Construction Commencement Date.

1.51

“Receiving Party” has the meaning set forth in Paragraph 13.8.

1.52

“Schedule of Values” has the meaning set forth in Paragraph 5.4.13.

1.53

“Scheduled Mechanical Completion Date” means the date set forth in Paragraph 6.1.3.

1.54

“Shared Savings” has the meaning set forth in Attachment I of the Letter Agreement.

1.55

“Signature Document” means the cover document to which all Schedules of the Agreement are attached thereto and which contains the signature page for which the Parties have signed in order to be bound by this Agreement.

1.56

“Specifications” means those items and requirements governing the performance and standards of the Work as set forth in this Agreement, including the FERC Certificate and those standard engineering and construction specifications developed by Willbros in accordance with Paragraph 2 and approved by Cheniere and as set forth or incorporated by reference in Schedule “D” .

1.57

“Start-up” means that all of the following has occurred: (a) the successful achievement of Mechanical Completion of all systems for the Project; (b) Cheniere has purged the Project with either natural gas or nitrogen with assistance and support from Willbros as requested; (c) delivery by Willbros to Cheniere of a Start-up Certificate in the form of Attachment V , which Cheniere has accepted by signing such certificate; (d) Willbros has completed all Exception Items in accordance with Paragraph 8.2; and (e) performance of all other obligations required by this Agreement for Start-up.

1.58

“Subcontractor” means any person or entity (other than a Vendor), of any tier, who performs any portion of the Work or otherwise furnishes labor, materials, supplies or equipment which are a portion of the Work or in connection with the Work and who is not a direct full-time employee of Willbros. The term “Subcontractor” may be referred to throughout the Agreement as if singular in number and means a Subcontractor or an authorized representative of Subcontractor.

1.59

“Taxes” has the meaning set forth in Paragraph 5.4.2.

1.60

“Vendor” means any person or entity, including a Major Vendor, (other than a Subcontractor), of any tier, including materialmen and equipment suppliers or renters, who, sells or supplies materials, supplies or equipment which are to be incorporated into the Work or used in connection with the Work and who is not a direct full-time employee of Willbros. The term “Vendor” may be referred to throughout the Agreement as if singular in number and means a Vendor or an authorized representative of a Vendor.

1.61

“Warranty” has the meaning set forth in Paragraph 12.1.

1.62

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

1.63

“Willbros Authorized Representative” means Mike Reifel, the person hereby authorized by Willbros to act on its behalf on all matters pertaining to the Agreement, and whose actions shall be binding upon Willbros.

1.64

“Willbros’ Confidential Information” has the meaning set forth in Paragraph 13.7.

1.65

“Willbros Equipment” means all machinery, apparatus, equipment, materials, tools, temporary facilities and other items previously owned by Willbros or rented for the purposes of this Project and utilized by Willbros to perform the Work but not forming a part of the Project, including also that of its Subcontractors and Vendors at whatever tier.

1.66

“Willbros’ Intellectual Property” has the meaning set forth in Paragraph 13.4.

1.67

“Willbros Management Fee” means Willbros’ lump sum fee for overhead, profit and indirect job risk which is set forth in the Schedule of Values.

1.68

“Willbros Personnel” means all labor, supervisory and other personnel utilized by Willbros to perform the Work, including also those of its Subcontractors and Vendors at whatever tier.

1.69

“Willbros Group” means the owners and affiliated companies of Willbros Engineers, Inc., and their respective officers, directors, employees, agents, representatives, Subcontractors, and Vendors.

1.70

“Willbros RPI, Inc.” means the Willbros Group affiliated construction company headquartered in Houston, Texas that may be a Subcontractor to Willbros Engineers, Inc. on this Project.

1.71

“Work” means all the work, services, duties, responsibilities and other undertakings to be performed by Willbros, its Subcontractors or its Vendors as described in this Agreement, including that set forth in Schedule “B” and Paragraphs 2, 3 and 4.

1.72

“Work Plan” means the plan described in Paragraph 6.2 and formulated pursuant to Schedule “B” and Schedule “F” of the Agreement.

1.73

“Work Product” has the meaning set forth in Paragraph 13.3.

1.74

“Work Site” means the location on which the Project shall be located which is identified in more detail in Attachment I of Schedule “B” .

2.1

Engineering, Procurement and Construction Management : Perform the Project management, engineering, procurement, construction and construction management for the Project as described in this Agreement, including in detail at Schedule “B” and the Specifications set forth in Schedule “D” ;

2.2

Manpower and Equipment : Provide Willbros Equipment and Willbros Personnel, including Subcontractors and Vendors, as set forth in more detail in Paragraph 3;

2.3

Compliance : Perform the Work in compliance with the requirements of and provide assistance and documentation to Cheniere as reasonably requested by Cheniere in connection with those approvals, permits, licenses, and/or other authorizations obtained by Cheniere in accordance with Paragraph 5.1;

2.4

Health, Safety and Environmental Performance : Perform the Work in a safe, physically secure and environmentally sound manner and otherwise in compliance with Cheniere’s health, safety and environmental policies, which are attached hereto as Attachment IX . Cheniere’s provision of such health, safety and environmental policies shall not in any

way relieve Willbros of its responsibility regarding safety, health or the environment, and Cheniere, in providing such policies, assumes no liability for the policies;

2.5

Authorized Representative : Appoint one (1) or more Willbros Authorized Representative for the duration of the Work;

2.6

Timeliness and Manner of Performance : Perform all Work in a timely, complete and workmanlike manner in accordance with this Agreement;

2.7

Drawings and Specifications : Prepare, for Cheniere’s review and approval in accordance with Paragraph 2.8, all necessary Drawings and Specifications for the Project in accordance with the Applicable Codes and Standards, Applicable Law, Schedule “B” , Schedule “D” and all other requirements within this Agreement; and

2.8

Review and Approval of Drawings and Specifications :

2.8.1 

Over the Shoulder Review : During the development of the Drawings and Specifications, provide Cheniere with the opportunity to perform “over-the-shoulder” reviews of the design and engineering in progress. Such reviews may be conducted at Willbros’ office located in Tulsa, Oklahoma, at any of its Subcontractors’ offices or remotely by electronic internet access. The reviews may be of progress prints, computer images, draft documents, working calculations, draft specifications or reports, Drawings, Specifications or other design documents determined by Cheniere.

2.8.2 

Submission by Willbros : Submit copies of the Drawings and Specifications to Cheniere for formal review, comment, disapproval and approval in accordance with this Paragraph 2.

2.8.3 

Review Periods and Cheniere’s Approval : Allow Cheniere up to fifteen (15) days from Cheniere’s receipt of the Drawings and Specifications submitted in accordance with Paragraph 2.8.2 to issue written comments, proposed changes and/or written approvals or disapprovals of the submission of such Drawings and Specifications to Cheniere.

(i)

If Cheniere does not issue any comments, proposed changes or written approvals or disapprovals within such time period, Willbros may proceed with the development of such Drawings and Specifications and any construction or procurement relating thereto, but Cheniere’s lack of comments, approval or disapproval shall in no event constitute an approval of the matters received by Cheniere.

(ii)

In the event that Cheniere disapproves the Drawings or Specifications, Cheniere shall provide Willbros with a written statement of the reasons for such rejection within the time period required for Cheniere’s response for

disapproval of the Drawings or Specifications. Willbros shall provide Cheniere with revised and corrected Drawings or Specifications as soon as possible thereafter and Cheniere’s rights with respect to the issuing of comments, proposed changes or approvals or disapprovals of such revised and corrected Drawings or Specifications are governed by the procedures specified in this Paragraph 2.8.3; provided that Willbros shall not be entitled to any extensions of time to the Project Schedule, the Preparation and Material Receipt Commencement Date, the Construction Commencement Date, the Scheduled Mechanical Completion Date, or an adjustment to the Guaranteed Maximum Price.

(iii)

Upon Cheniere’s written approval of the Drawings and Specifications, such Drawings and Specifications shall be the Drawings and Specifications that Willbros shall use to construct the Work; provided that Cheniere’s review or approval of any Drawings or Specifications shall not in any way be deemed to limit or in any way alter Willbros’ responsibility to perform and complete the Work in strict accordance with the requirements of this Agreement, and in the event that there is a discrepancy, difference or ambiguity between the terms of this Agreement and any Drawings or Specifications, the Agreement shall control. Due to the limited time under this Agreement for Cheniere’s review of the Drawings and Specifications, Willbros’ or its Subcontractors’ or Vendors’ expertise in the Work and Cheniere’s reliance on Willbros to prepare accurate and complete Drawings and Specifications, Willbros recognizes and agrees that Cheniere is not required or expected to make detailed reviews of the Drawings and Specifications, but instead Cheniere’s review of the Drawings or Specifications may be of only a general, cursory nature. Accordingly, any reviews or approvals given by Cheniere under this Agreement with respect to any Drawings or Specifications shall not in any way be, or deemed to be, an approval of any Work or Drawings or Specifications not meeting the requirements of this Agreement, as Willbros has the sole responsibility for performing the Work in accordance with the requirements of this Agreement.

2.9

Audit Rights : During the term of this Agreement and for a period of three (3) years after the earlier of Project Completion or termination of this Agreement, retain full and detailed books, construction logs, Drawings, Specifications, Change Orders, records, daily reports, accounts, payroll records, receipts, statements, electronic files (including schedules, e-mails and CAD), correspondence, subcontracts and other documents of Willbros, its affiliated companies or their respective Subcontractors and Vendors, which in any way: (a) pertain to the Agreement, including any such documents related to the Work; or (b) relate to costs, compensation for changes in the Work, or claims of any type by Willbros or its Subcontractors or Vendors (“Books and Records”). Upon five (5) days’ written notice, Cheniere or any of its representatives shall have the right to audit such Books and Records during such three (3) year period, provided, however, such parties shall not have the right to audit or have audited Books and Records in connection

with the internal composition of any compensation that is fixed in amount hereunder such as the composition of unit rates or hourly rates. When requested by Cheniere, Willbros shall provide the auditors with reasonable access to all such Books and Records, and Willbros Personnel shall cooperate with the auditors to effectuate any audit hereunder. The auditors shall have the right to copy all such Books and Records. Willbros shall include audit provisions identical to this Paragraph 2.9 in all subcontracts and purchase orders with Subcontractors and Vendors. Willbros shall maintain all Books and Records in accordance with generally accepted accounting principles applicable in the United States. Willbros will not charge for any costs incurred by it in assisting Cheniere with audits performed pursuant to this Paragraph 2.9. Willbros obligations under this Paragraph 2.9 shall survive the termination of this Agreement.

3.1

Key Personnel : Willbros Personnel shall be provided in sufficient numbers, and shall be competent and fully qualified to execute the Work. Willbros shall submit to Cheniere’s Authorized Representative an updated organization chart of key Project personnel from Willbros’ or its Subcontractors’ or Vendors’ organization (“Key Personnel” or “Key Persons”) who shall be assigned to the Work, such organization chart to be in the form of and attached as Attachment VIII . Key Personnel shall, unless otherwise expressly stated in such organization chart, be devoted full-time to the Work for the entire duration of the Project, and Key Personnel shall not be removed or reassigned without Cheniere’s prior written approval. Cheniere shall have the right, but not the obligation, at any time to request that Willbros replace any Key Person with another employee acceptable to Cheniere. In such event, Willbros shall replace such Key Person without additional expense to Cheniere.

3.2

Willbros Equipment : Willbros Equipment shall be suitable for the performance of the Work, in good repair and otherwise comply with the terms of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Willbros shall be responsible for repair, damage to or destruction or loss of, from any cause whatsoever, all Willbros Equipment. Willbros shall require that all insurance policies (including policies of Willbros and all Subcontractors and Vendors) in any way relating to such Willbros Equipment include clauses stating that each underwriter will waive all rights of recovery, under subrogation or otherwise, against the Cheniere Group.

3.3

Subcontractors and Vendors : Cheniere acknowledges and agrees that Willbros intends to have portions of the Work accomplished by Subcontractors or Vendors pursuant to written subcontracts or purchase orders between Willbros and such Subcontractors and Vendors, and that such Subcontractors and Vendors may have certain portions of the Work performed by lower tier subcontractors or vendors. All Subcontractors and Vendors shall be reputable, qualified firms with an established record of successful performance in their respective trades performing identical or substantially similar work. All contracts with Subcontractors and Vendors shall be consistent with the terms or provisions of this Agreement. No Subcontractor or Vendor is intended to be or shall be

deemed a third party beneficiary of this Agreement. Willbros shall be fully responsible to Cheniere for the acts or omissions of Subcontractors and Vendors and of persons directly or indirectly employed by either of them, as Willbros is for the acts or omissions of persons directly employed by Willbros. The Work of any Subcontractor or Vendor shall be subject to inspection by Cheniere to the same extent as the Work of Willbros. Nothing contained herein shall (i) create any contractual relationship between any Subcontractor or Vendor and Cheniere, or (ii) obligate Cheniere to pay or cause the payment of any amounts to any Subcontractor or Vendor. Willbros shall, within thirty (30) days prior to the selection of any Subcontractor or Vendor, notify Cheniere in writing of the selection of such Subcontractor or Vendor and inform Cheniere generally what portion of the Work such Subcontractor or Vendor is performing.

3.4

Bidding of Subcontracts and Purchase Orders : As part of Willbros’ performance of the Work on an “open book basis”, Willbros shall provide all necessary services related to the bidding of subcontracts and purchase orders for the construction and procurement components of the Work, including the following: (a) preparing lists of prospective bidders for review by Cheniere; (b) preparing appropriate bid documents, including proposed forms of subcontract and purchase orders; (c) establishing bid schedules; (d) advertising for bids and developing bidder interest; (e) furnishing information concerning the Project to prospective bidders; (f) conducting pre-bid conferences; (g) receiving bids, as described below, and analyzing bids and making recommendations to Cheniere regarding bid awards; (h) investigating the acceptability and responsibility of lower-tiered Subcontractors and Vendors proposed by any Subcontractor or Vendor and advising Cheniere of such evaluations; (i) negotiating with Subcontractors and Vendors concerning any matter related to the Project; and (j) providing such other services required by Cheniere with respect to the bidding process. Willbros shall require bidders to submit their sealed bids directly to Willbros, and Willbros shall forward copies of such bids to Cheniere. Willbros shall require bidders for the construction component of the Work to submit their sealed bids directly to Cheniere and copies of such bids to Willbros. The receipt of the proposed bidders list by Cheniere shall not require Cheniere to investigate the qualifications of prospective bidders, nor shall it waive the right of Cheniere to later object to or reject any proposed Subcontractors or Vendors.

3.5

Cheniere Approval of Subcontractors and Vendors :

3.5.1 

Approved Subcontractors and Vendors List : Attachment VII sets forth a list of Subcontractors and Vendors that Willbros and Cheniere have agreed are approved Subcontractors and Vendors for the performance of that stated portion of the Work specified in Attachment VII . Approval by Cheniere of any Subcontractors or Vendors does not relieve Willbros of any responsibilities under this Agreement. Unless Cheniere otherwise approves, each prospective bidder list shall contain at least three (3) Subcontractors or Vendors from the Approved Subcontractors and Vendors List in Attachment VII .

3.5.2 

Additional Proposed Subcontractors and Vendors : In the event that Willbros is considering the selection of a Subcontractor or Vendor not listed on Attachment VII , Willbros shall (i) notify Cheniere of its proposed Subcontractor or Vendor as soon as possible during the selection process, including clearly identifying such proposed Subcontractor or Vendor on the list of prospective bidders provided in accordance with Paragraph 3.4, and furnish to Cheniere all information reasonably requested by Cheniere with respect to Willbros’ selection criteria, and (ii) notify Cheniere no less than seven (7) business days prior to the execution of a subcontract or purchase order with a Subcontractor or Vendor not listed on Attachment VII . Cheniere shall have the discretion, not to be unreasonably exercised, to reject any proposed Subcontractor or Vendor not listed on Attachment VII at any time. Willbros shall not enter into any subcontract or purchase order with a proposed Subcontractor or Vendor that is rejected by Cheniere in accordance with the preceding sentence. Cheniere shall undertake in good faith to review the information provided by Willbros with respect to such proposed Subcontractor or Vendor expeditiously and shall notify Willbros of its decision to accept or reject a proposed Subcontractor or Vendor as soon as practicable after such decision is made. Failure of Cheniere to accept a proposed Subcontractor or Vendor within seven (7) business days shall be deemed to be a rejection of such Subcontractor or Vendor.

4.1

Land Acquisition Plan : Willbros shall provide reasonable assistance to Cheniere, as requested by Cheniere in writing, in finalizing Cheniere’s land acquisition plan as necessary to permit land activities for the Project to proceed in accordance with the FERC Certificate and in accordance with Paragraph 5.2. Such plan may include required rights of way, access roads, materials and equipment storage facilities, office sites, vehicle parking areas, temporary electrical supply locations and trash collection areas, including proposed locations for each.

4.2

Provision of Facilities : Willbros shall provide warehousing, offices, storage and related utilities in accordance with the terms of this Agreement and the FERC Certificate for Willbros Equipment and such other materials and equipment to be incorporated into the Work.

4.3

Maintenance of Work Sites : Willbros shall, to Cheniere’s satisfaction, at all times keep the Work Site free from all waste materials or rubbish caused by the activities of Willbros or any of its Subcontractors or Vendors. Without limitation of the foregoing or limiting Willbros’ obligations, Willbros shall clean up all such waste materials or rubbish at Cheniere’s request with reasonable notice.

4.4

Compliance with Real Property Interests and Other Work Site Restrictions : Willbros shall, in the performance of the Work, comply, and cause all Subcontractors and Vendors to comply, with any agreement governing any easement, lease, right-of-way or other

property interests that affect or govern the Work Site or any other real property used for the purposes of completing the Work, including any line list, insurance or indemnification restrictions or obligations therein, to the extent such easement, lease, right-of-way or other property interests relate to the performance of the Work (but only to the extent that such indemnification restrictions and obligations are consistent with Willbros indemnification obligations agreed to herein). In addition, Willbros shall comply with any one-call requirements imposed by Applicable Law (including local law) and coordinate with owners or operators of all third-party utilities, including those crossed by the Project or otherwise situated within the Work Site or affected by the Work. Cheniere shall provide Willbros with copies of all relevant portions of the agreements governing such easement, lease, right-of-way, and other property interests to the extent that such agreements impose restrictions or obligations on Willbros pursuant to this Paragraph 4.4. To the extent that such agreements require Willbros to procure insurance in addition to or in amounts in excess of that insurance required by this Agreement, the Willbros shall be entitled a Change Order increasing the Guaranteed Maximum Price to cover the cost of such additional insurance.

4.5

Coordination of Work : Willbros acknowledges that Cheniere and other consultants and contractors may be working at the Work Site during the performance of this Agreement and the Work or use of certain facilities may be interfered with as a result of such concurrent activities, and Willbros agrees to coordinate the performance of the Work with Cheniere and such other consultants and contractors performing work at the Work Site so as not to materially interfere with Cheniere or its other consultants or subcontractors performing work at the Work Site.

5.1

Licenses and Permits : Provide, or cause to be provided, all approvals, permits, licenses (other than Willbros’ or its Subcontractors’ or Vendors’ operating and professional licenses, including road bonding) and/or other authorizations necessary for the Project from any Governing Authority, including the FERC Certificate and all environmental agencies.

5.2

Work Site Access : Secure legal and reasonable access to the Work Site, in accordance with the FERC Certificate, as necessary to permit Willbros to commence Work in accordance with this Agreement by obtaining the rights of way, pipe yards, ware yards, and all other land rights or property interests necessary for the Work, all in accordance with Cheniere’s land acquisition plan.

5.3

Cheniere Provided Items : Cheniere shall provide: (i) hydrostatic test water; (ii) natural gas or nitrogen and personnel to determine the achievement of Start-up in accordance with Paragraphs 1.57 and 8.2; and (iii) environmental inspection services during

construction Work. In addition, Cheniere shall provide to Willbros the following preliminary drawings which shall be updated by Willbros in accordance with this Agreement: (y) preliminary drawings submitted to FERC, indicated by drawing numbers CH-5763-D-1103 (Sheets 1 to 6), Rev. 0 and titled “Proposed 42-inch Natural Gas Pipeline, Sabine Pass Pipeline Project, FERC Alignment Sheet,” and (z) preliminary alignment drawings, indicated by drawing numbers CH-5763D-1101 to 1115, Rev. 1 and titled “Cheniere, Sabine to Johnson’s Bayou, Cameron Parish, Louisiana.”

5.4

Payment : Remunerate Willbros as required by the Agreement.

5.4.1 

Contract Amount : Subject to additions and deductions by Change Order, Cheniere shall pay Willbros for performance of the Work to be performed by Willbros for the Project as described in this Agreement and Schedule “B” , the “Contract Amount” consisting of (i) the Cost of the Work, (ii) the Willbros Management Fee, (iii) Contingency Costs, and (iv) Louisiana sales and use taxes applicable to permanent materials and equipment to be incorporated into the Project. The “Cost of the Work” shall mean those costs necessarily incurred by Willbros in good faith in the proper performance of the Work.

5.4.2 

Taxes : The Guaranteed Maximum Price includes any and all taxes, assessments, levies, duties, fees, charges and withholding of any kind or nature whatsoever and howsoever described, including value-added, sales and use taxes (except as indicated herein), gross receipts, license, payroll, environmental, profits, premium, franchise, property, excise, capital stock, import, stamp, transfer, employment, occupation, generation, privilege, utility, regulatory, energy, consumption, lease, filing, recording and activities taxes, levies, duties, fees charges, imposts and withholding, together with any and all penalties, interests and additions thereto in any way related to the Work (collectively, “Taxes”), but not including Louisiana sales and use taxes applicable to permanent materials and equipment to be incorporated into the Project, the cost of which is not subject to the Guaranteed Maximum Price. With each invoice that requests reimbursement for Louisiana sales and use taxes applicable to permanent materials and equipment to be incorporated into the Project, Willbros shall separately list in the invoice such Louisiana sales and use taxes. Subject to the other provisions of this Agreement, Cheniere shall remit to Willbros the payment of such Louisiana sales and use taxes within the time allowed for payment of invoices under this Agreement. Willbros shall be responsible for paying to the applicable Governing Authority all Taxes and Louisiana sales and use taxes applicable to permanent materials and equipment to be incorporated into the Project owed under Applicable Law with respect to the Work. IF AND TO THE EXTENT CHENIERE HAS PAID TO WILLBROS THE APPLICABLE TAXES AND LOUISIANA SALES AND USE TAXES APPLICABLE TO PERMANENT MATERIALS AND EQUIPMENT TO BE INCORPORATED INTO THE PROJECT REQUIRED UNDER THIS PARAGRAPH, WILLBROS SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE CHENIERE GROUP FROM AND AGAINST ANY CLAIMS

BY ANY GOVERNING AUTHORITY FOR THE NON-PAYMENT OF SUCH TAXES AND SUCH LOUISIANA SALES AND USE TAXES.

5.4.3 

Invoicing : Willbros shall submit invoices to Cheniere as follows:

(i)

twice per month for Project management, engineering and drafting, procurement services, and construction management services performed during the previous invoicing period. Charges shall be accumulated and invoiced on a rate reimbursable basis reflecting man-hours expended as described in Paragraph 1.2 of Attachment I to the Letter Agreement;

(ii)

for permanent materials as set forth in Paragraph 1.3 of Attachment I to the Letter Agreement;

(iii)

for the construction component of the Work as set forth in Paragraph 1.4 of Attachment I to the Letter Agreement;

(iv)

for the Willbros Management Fee properly allocable to the completed Work. The Willbros Management Fee allocable to the completed Work shall be determined by multiplying the percentage completion of the Work by the total amount of the Willbros Management Fee payable to Willbros for the Project; and

(v)

for Willbros’ portion of any Shared Savings upon Project Completion.

5.4.4 

Invoice Format : Invoices shall be complete with sufficient detail and itemized to facilitate Cheniere’s confirmation and approval. Willbros’ invoices shall be in a format and supported by such documentation as required by Cheniere. Without limitation of the foregoing, Willbros shall, with each invoice, submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by Cheniere to demonstrate that cash disbursements already made by Willbros on account of the Cost of the Work equal or exceed (i) progress payments already received by Willbros; less (ii) that portion of those payments attributable to the Willbros Management Fee; plus (iii) payrolls for the period covered by the present invoice. Invoices shall show the percentage of completion of each portion of the Work as of the end of the period covered by the invoice. The percentage of completion shall be the lesser of: (1) the percentage of that portion of the Work which has actually been completed; or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by Willbros on account of that portion of the Work for which Willbros has made or intends to make actual payment prior to the next invoice by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the Schedule of Values.

5.4.5 

Payment Terms : Cheniere shall pay Willbros all undisputed amounts due hereunder within fifteen (15) days after receipt of a complete and accurate invoice for Work that is satisfactorily completed during that period.

5.4.6 

Lien and Claim Waivers : Each progress invoice shall be accompanied by a fully executed Willbros’ Interim Lien and Claim Waiver in the form of Attachment X – Part 1 , a fully executed Interim Lien and Claim Waiver in the form of Attachment X – Part 3 for each Subcontractor and Major Vendor, and such other evidence satisfactory to Cheniere to ensure that all amounts owed in connection with performance of this Agreement, including amounts owed to all Subcontractors and Vendors, have been paid. Waivers of liens and claims, however, will not be required from Subcontractors or Vendors until they have performed Work or furnished materials or equipment, and Willbros, Subcontractors and Major Vendors will be required to submit waivers of liens and claims only if they have performed Work or furnished materials or equipment not covered by a previous waiver. Receipt of all Interim Lien and Claim Waivers under this Paragraph 5.4.6 or all Final Lien and Claim Waivers required to meet the requirements of Paragraph 1.49, as applicable, is a condition precedent to payment of any amounts under an invoice.

5.4.7 

Final Invoice : Prior to submission of a final invoice, Willbros shall perform an audit to determine the total Cost of the Work for the Project. Such audit shall also take into consideration Contingency Costs expended and the Willbros Management Fee in order to calculate the Actual Contract Amount in accordance with Paragraph 2.2 of Attachment I to the Letter Agreement. Willbros shall provide a copy of such audit report to Cheniere upon submission of Willbros’ final invoice. Cheniere’s accountants will review and report in writing on Willbros final audit within thirty (30) days after delivery thereof by Willbros. If Cheniere’s accountants report the Cost of the Work and Contingency Costs as substantiated by Willbros final audit to be less than claimed by Willbros, and Willbros disagrees with Cheniere’s accountants reporting of the Cost of the Work and Contingency Costs, Willbros has the right, within seven (7) days of its receipt of the Cheniere’s accountants’ report, to submit the Dispute for resolution in accordance with Paragraph 14. If Willbros fails to submit the Dispute within such seven (7) day period, Willbros shall be deemed to have agreed with Cheniere’s accountants report on the Cost of the Work and Contingency Costs. Final payment shall not be made until resolution of a Dispute under this Paragraph 5.4.7.

5.4.8 

Unperformed Obligations : Project Completion and payments made hereunder shall not in any way release Willbros or any surety of Willbros or its Subcontractors from any unperformed obligations of the Agreement, inc