Change Orders 1, 2, 3, 4, 5 and 6 to Agreement for Engineering, Procurement



 Exhibit 10.1 
 CHANGE ORDER FORM 
 PROJECT NAME: 42-inch Sabine Pass Pipeline Project 
 COMPANY: Sabine Pass Pipeline, L.P. 
 CONTRACTOR: Willbros
Engineers, Inc. 
 CHANGE ORDER NUMBER: CO-001 
 DATE OF
CHANGE ORDER: June 8, 2006 
 DATE OF AGREEMENT: February 1, 2006 
 The Agreement between the Parties listed above is changed as follows: (attach additional documentation if necessary) 
 In light of constrained resource availability, Cheniere has approved use of WEI affiliate Willbros RPI, Inc. for construction of the Work, in lieu of a competitive bidding process to select the construction contractor. Consequently, in
accordance with Attachment 1 of the Agreement, paragraph 2.1, “Contingency Pool”, the Contingency Pool shall be reduced by fifty percent (50%) with a corresponding reduction in the Guaranteed Maximum Price. 
 Adjustment to price under the Agreement: 
  

				
	 The original Guaranteed Maximum Price was
	  	$	67,670,200
	 Net change by previously authorized Change Orders is
	  	$	0
	 The Guaranteed Maximum Price prior to this Change Order was
	  	$	67,670,200
	The Guaranteed Maximum Price will be (increased) (decreased) (unchanged) by this Change Order in the amount of	  	$	 2,326,200
	The new Guaranteed Maximum Price including this Change Order will be	  	$	65,344,000

 Adjustment to dates: 
 The Preparation and Material Receipt Commencement Date will be (increased) (decreased) (unchanged) by 0 calendar days and as a result of this Change Order is
now:                 January 1, 2007 
 The Construction Commencement
Date will be (increased) (decreased) (unchanged) by 0 calendar days and as a result of this Change Order is now:                 April 1, 2007








 The Scheduled Mechanical Completion Date will be (increased) (decreased) (unchanged) by 0 calendar days
and as a result of this Change Order is now:                 September 30, 2007 
 Other impacts to liability or obligation of Contractor or Company under the Agreement: None 
 Upon execution of this Change
Order by Cheniere and Contractor, the above-referenced change shall become a valid and binding part of the original Agreement without exception or qualification, unless noted in this Change Order. Except as modified by this and any previously issued
Change Orders, all other terms and conditions of the Agreement shall remain in full force and effect. This Change Order is executed by each of the Cheniere’s Authorized Representative and Contractor’s Authorized Representative. 

 

			
	SABINE PASS PIPELINE, L.P.
		
	Name	 	/s/ Stanley C. Horton
	 Title
	 	CEO
	Date of Signing	 	9-6-06

  
  

									
	WILLBROS ENGINEERS, INC.	 		 	WILLBROS ENGINEERS, INC.
					
	Name	 	/s/ Mike Reifel	 		 	Name	 	/s/ Curtis E. Simkin
	 Title
	 	Project Manager	 		 	 Title
	 	President
	Date of Signing	 	9/12/06	 		 	Date of Signing	 	9/13/06








 CHANGE ORDER FORM 
 PROJECT NAME: 42-inch Sabine Pass Pipeline Project 
 COMPANY: Cheniere Sabine Pass Pipeline Company 

CONTRACTOR: Willbros Engineers, Inc. 
 CHANGE ORDER NUMBER:
CO-002 
 DATE OF CHANGE ORDER: July 26, 2006 
 DATE OF AGREEMENT: February 1, 2006 
 The Agreement between the Parties listed above is changed as follows: (attach additional
documentation if necessary) 

	 	•	 	 Replacement of the 30” NGPL Side Valve with a 42” side valve for future connection, 



	 	•	 	 Replacement of a 42” temporary receiver at Johnson Bayou (to be used for post construction drying and caliper pigging) with a permanent bi-directional 42”
x 48” scraper trap barrel with 12” kicker valve and two 42” heat induction bends. 


 Above changes result from the
finalization of the pipeline system P&IDs for design on 7/10/06. 
 Adjustment to price under the Agreement: 
  

					
	 The original Guaranteed Maximum Price was
	  	$	67,670,200	 
	 Net change by previously authorized Change Orders (# )
	  	$	(2,326,200	)
	 The Guaranteed Maximum Price prior to the Change Order was
	  	$	65,344,000	 
	 The Guaranteed Maximum Price will be (increased)(decreased)(unchanged) by this Change Order in the amount of

	  	$	459,635	 
	 The new Guaranteed Maximum Price including this Change Order will be
	  	$	65,803,635	 

 Adjustment to dates: 
  

			
	 The Preparation and Material Receipt Commencement Date will be (increased) (decreased) (unchanged) by 0 calendar days and as
a result of this Change Order is now:
	  	January 1, 2007
	 The Construction Commencement Date will be (increased) (decreased) (unchanged) by 0 calendar days and as a result of this
Change Order is now:
	  	April 1, 2007
	 The Scheduled Mechanical Completion Date will be (increased) (decreased) (unchanged) by 0 calendar days and as a result of
this Change Order is now:
	  	September 30, 2007








 Other impacts to liability or obligation of Willbros or Cheniere under the Agreement: None 
 Upon execution of this Change Order by Cheniere and Willbros, the above-referenced change shall become a valid and binding part of the original Agreement without
exception or qualification, unless noted in this Change Order. Except as modified by this and any previously issued Change Orders, all other terms and conditions of the Agreement shall remain in full force and effect. This Change Order is executed
by each of the Cheniere’s Authorized Representative and Willbros’ Authorized Representative. 
  

			
	CHENIERE SABINE PASS PIPELINE COMPANY
		
	Name	 	/s/ Stanley C. Horton
	Cheniere’s Authorized Representative
		
	 Title
	 	CEO
	Date of Signing	 	9-6-06

  
  

			
	WILLBROS ENGINEERS, INC.
		
	Name	 	/s/ Mike Reifel
	Willbros’ Authorized Representative
		
	 Title
	 	Project Manager
	Date of Signing	 	 








 CHANGE ORDER FORM 
 PROJECT NAME: 42-inch Sabine Pass Pipeline Project 
 COMPANY: Cheniere Sabine Pass Pipeline Company 

CONTRACTOR: Willbros Engineers, Inc. 
 CHANGE ORDER NUMBER:
CO-003 
 DATE OF CHANGE ORDER: December 8, 2006 
 DATE OF AGREEMENT: February 1, 2006 
 The Agreement between the Parties listed above is changed as follows: (attach additional
documentation if necessary) 

	 	•	 	 Attachment II (Willbros Schedule of Rates) of the Letter Agreement expires 12/31/06. A new Attachment II is attached which becomes effective 1/1/07 and expires
6/30/07. 


 Adjustment to price under the Agreement: 
  

					
	 The original Guaranteed Maximum Price was
	  	$	67,670,200	 
	 Net change by previously authorized Change Orders (#1 and 2 )
	  	($	1,866,565	)
	 The Guaranteed Maximum Price prior to the Change Order was
	  	$	65,803,635	 
	 The Guaranteed Maximum Price will be (increased)(decreased)(unchanged) by this Change Order in the amount of

	  	$	0	 
	 The new Guaranteed Maximum Price including this Change Order will be
	  	$	65,803,635	 

 Adjustment to dates: 
  

			
	 The Preparation and Material Receipt Commencement Date will be (increased) (decreased) (unchanged) by 0 calendar days and as
a result of this Change Order is now:
	  	January 1, 2007
	 The Construction Commencement Date will be (increased) (decreased) (unchanged) by 0 calendar days and as a result of this
Change Order is now:
	  	April 1, 2007
	 The Scheduled Mechanical Completion Date will be (increased) (decreased) (unchanged) by 0 calendar days and as a result of
this Change Order is now:
	  	September 30, 2007








 Other impacts to liability or obligation of Willbros or Cheniere under the Agreement: None 
 Upon execution of this Change Order by Cheniere and Willbros, the above-referenced change shall become a valid and binding part of the original Agreement without
exception or qualification, unless noted in this Change Order. Except as modified by this and any previously issued Change Orders, all other terms and conditions of the Agreement shall remain in full force and effect. This Change Order is executed
by each of the Cheniere’s Authorized Representative and Willbros’ Authorized Representative. 
  

			
	CHENIERE SABINE PASS PIPELINE COMPANY
		
	Name	 	/s/ R. Keith Teague
	Cheniere’s Authorized Representative
		
	 Title
	 	President
	Date of Signing	 	12/20/2006

  
  

			
	WILLBROS ENGINEERS, INC.
		
	Name	 	/s/ Mike Reifel
	Willbros’ Authorized Representative
		
	 Title
	 	Project Manager
	Date of Signing	 	12/8/06








 CHANGE ORDER FORM 
 PROJECT NAME: 42-inch Sabine Pass Pipeline Project 
 COMPANY: Cheniere Sabine Pass Pipeline Company 

CONTRACTOR: Willbros Engineers, Inc. 
 CHANGE ORDER NUMBER:
CO-004 
 DATE OF CHANGE ORDER: March 22, 2007 
 DATE OF AGREEMENT: February 1, 2006 
 The Agreement between the Parties listed above is changed as follows: (attach additional
documentation if necessary) 

	 	•	 	 Re-configuration of Regulators / Launcher inside Cheniere’s LNG Terminal 


 Above changes result from the finalization of the pipeline system pipeline plans for design on 1/11/07. 
 Adjustment to
price under the Agreement: 
  

					
	 The original Guaranteed Maximum Price was
	  	$	67,670,200	 
	 Net change by previously authorized Change Orders (# 1, 2 & 3)
	  	$	(1,866,565	)
	 The Guaranteed Maximum Price prior to the Change Order was
	  	$	65,803,635	 
	 The Guaranteed Maximum Price will be (increased)(decreased)(unchanged) by this Change Order in the amount of

	  	$	315,296	 
	 The new Guaranteed Maximum Price including this Change Order will be
	  	$	66,118,931	 

 Adjustment to dates: 
  

			
	 The Preparation and Material Receipt Commencement Date will be (increased) (decreased) (unchanged) by 0 calendar days and as
a result of this Change Order is now:
	  	January 1, 2007
	 The Construction Commencement Date will be (increased) (decreased) (unchanged) by 0 calendar days and as a result of this
Change Order is now:
	  	April 1, 2007
	 The Scheduled Mechanical Completion Date will be (increased) (decreased) (unchanged) by 0 calendar days and as a result of
this Change Order is now:
	  	September 30, 2007

  







 Other impacts to liability or obligation of Willbros or Cheniere under the Agreement: None 
 Upon execution of this Change Order by Cheniere and Willbros, the above-referenced change shall become a valid and binding part of the original Agreement without
exception or qualification, unless noted in this Change Order. Except as modified by this and any previously issued Change Orders, all other terms and conditions of the Agreement shall remain in full force and effect. This Change Order is executed
by each of the Cheniere’s Authorized Representative and Willbros’ Authorized Representative. 
  

			
	CHENIERE SABINE PASS PIPELINE COMPANY
		
	Name	 	/s/ Stanley C. Horton
	Cheniere’s Authorized Representative
		
	 Title
	 	Chief Executive Officer 
	Date of Signing	 	4/19/07 

  
  

			
	WILLBROS ENGINEERS, INC.
		
	Name	 	/s/ Curtis E. Simkin
	Willbros’ Authorized Representative
		
	 Title
	 	President 
	Date of Signing	 	4/25/07 








 CHANGE ORDER FORM 
 PROJECT NAME: 42-inch Sabine Pass Pipeline Project 
 COMPANY: Cheniere Sabine Pass Pipeline Company 

CONTRACTOR: Willbros Engineers, Inc. 
 CHANGE ORDER NUMBER:
CO-005 
 DATE OF CHANGE ORDER: April 11, 2007 
 DATE OF AGREEMENT: February 1, 2006 
 The Agreement between the Parties listed above is changed as follows: (attach additional
documentation if necessary) 

	 	•	 	 Pond Crossing on Property Tract No. SP-CM-035.000, Richard J. Harrington, et ux, at Sta. 448+76 (MP 8.5). 


 Due to the uncertainties of the sheet piling and related costs for this activity, this change will be performed on a time and material basis utilizing the contract rates,
the total cost of which will be added to the Guaranteed Maximum Price. For estimating purposes, a provisional sum is used below. 
 This change order
involves installation of a sheet piling bulkhead along the south side of the trench line (approximately 200 ft in length) where the pipeline crosses the pond, filling in the pond with imported soil (provided by Cheniere) from the bulkhead northward,
and installing the pipeline using conventional marsh construction techniques. Specific design details for this installation remain to be developed. 
 Adjustment to price under the Agreement: 
  

					
	 The original Guaranteed Maximum Price was
	  	$	67,670,200	 
	 Net change by previously authorized Change Orders (#1-4 )
	  	($	1,551,269	)
	 The Guaranteed Maximum Price prior to the Change Order was
	  	$	66,118,931	 
	 The Guaranteed Maximum Price will be (increased)(decreased)(unchanged) by this Change Order in the amount of
(provisional sum shown)
	  	$	600,000	 
	 The new Guaranteed Maximum Price including this Change Order will be (subject to adjustment as noted above)
	  	$	66,718,931	 

 Adjustment to dates: 
  

			
	 The Preparation and Material Receipt Commencement Date will be (increased) (decreased) (unchanged) by 0 calendar days and as
a result of this Change Order is now:
	  	January 1, 2007
	 The Construction Commencement Date will be (increased) (decreased) (unchanged) by 0 calendar days and as a result of this
Change Order is now:
	  	April 1, 2007
	 The Scheduled Mechanical Completion Date will be (increased) (decreased) (unchanged) by 0 calendar days and as a result of
this Change Order is now:
	  	September 30, 2007

  







 Other impacts to liability or obligation of Willbros or Cheniere under the Agreement: None 
 Upon execution of this Change Order by Cheniere and Willbros, the above-referenced change shall become a valid and binding part of the original Agreement without
exception or qualification, unless noted in this Change Order. Except as modified by this and any previously issued Change Orders, all other terms and conditions of the Agreement shall remain in full force and effect. This Change Order is executed
by each of the Cheniere’s Authorized Representative and Willbros’ Authorized Representative. 
  

			
	CHENIERE SABINE PASS PIPELINE COMPANY
		
	Name	 	/s/ Stanley C. Horton
	Cheniere’s Authorized Representative
		
	 Title
	 	Chief Executive Officer 
	Date of Signing	 	4/19/07 

  
  

			
	WILLBROS ENGINEERS, INC.
		
	Name	 	/s/ Curtis E. Simkin
	Willbros’ Authorized Representative
		
	 Title
	 	President 
	Date of Signing	 	4/25/07 








 CHANGE ORDER FORM 
 PROJECT NAME: 42-inch Sabine Pass Pipeline Project 
 COMPANY: Cheniere Sabine Pass Pipeline Company 

CONTRACTOR: Willbros Engineers, Inc. 
 CHANGE ORDER NUMBER:
CO-006 
 DATE OF CHANGE ORDER: April 10, 2007 
 DATE OF AGREEMENT: February 1, 2006 
 The Agreement between the Parties listed above is changed as follows: (attach additional
documentation if necessary) 

	 	•	 	 Award of material handling at the Sabine Terminal construction dock and stockpiling at the laydown area to WRPI including supply of cranes, trucks, rigging
equipment and labor 



	 	•	 	 Compliance with Bechtel’s Project Marine Dock Procedure (copy attached) in that offloading of the concrete coated pipe from barges will now require additional
docking and use of a shuttle tug that previously was not planned 


 The total costs associated with this change will be taken from the
“Contingency Pool” and as such the “Guaranteed Maximum Price” prior to this change order remains unchanged. The net decrease to the Contingency Pool is an estimated $2,264,565 for the first bullet item above and $700,000 for the
second bullet item for an estimated total of $2,994,565 (provisional sum). These activities will handled on a time and material basis using contract rates and a WEI issued purchase order to WRPI. 
 Adjustment to price under the Agreement: 
  

					
	 The original Guaranteed Maximum Price was
	  	$	67,670,200	 
	 Net change by previously authorized Change Orders (#1-5)
	  	($	951,269	)
	 The Guaranteed Maximum Price prior to the Change Order was
	  	$	66,718,931	 
	 The Guaranteed Maximum Price will be (increased)(decreased)(unchanged) by this Change Order in the amount of
	  	$	-0-	 
	 The new Guaranteed Maximum Price including this Change Order will be
	  	$	66.718,931	 

 Adjustment to dates: 
  

			
	 The Preparation and Material Receipt Commencement Date will be (increased) (decreased) (unchanged) by 0 calendar days and as
a result of this Change Order is now:
	  	January 1, 2007
	 The Construction Commencement Date will be (increased) (decreased) (unchanged) by 0 calendar days and as a result of this
Change Order is now:
	  	April 1, 2007
	 The Scheduled Mechanical Completion Date will be (increased) (decreased) (unchanged) by 0 calendar days and as a result of
this Change Order is now:
	  	September 30, 2007

  







 Other impacts to liability or obligation of Willbros or Cheniere under the Agreement: None 
 Upon execution of this Change Order by Cheniere and Willbros, the above-referenced change shall become a valid and binding part of the original Agreement without
exception or qualification, unless noted in this Change Order. Except as modified by this and any previously issued Change Orders, all other terms and conditions of the Agreement shall remain in full force and effect. This Change Order is executed
by each of the Cheniere’s Authorized Representative and Willbros’ Authorized Representative. 
  

			
	CHENIERE SABINE PASS PIPELINE COMPANY
		
	Name	 	/s/ Stanley C. Horton
	Cheniere’s Authorized Representative
		
	 Title
	 	Chief Executive Officer 
	Date of Signing	 	4/19/07 

  
  

			
	WILLBROS ENGINEERS, INC.
		
	Name	 	/s/ Curtis E. Simkin
	Willbros’ Authorized Representative
		
	 Title
	 	President 
	Date of Signing	 	4/25/07 








 CHANGE ORDER FORM 
 PROJECT NAME: 42-inch Sabine Pass Pipeline Project 
 COMPANY: Cheniere Sabine Pass Pipeline Company 

CONTRACTOR: Willbros Engineers, Inc. 
 CHANGE ORDER NUMBER:
CO-007 
 DATE OF CHANGE ORDER: April 10, 2007 
 DATE OF AGREEMENT: February 1, 2006 
 The Agreement between the Parties listed above is changed as follows: (attach additional
documentation if necessary) 

	 	 •
	 	 Cost of work adjustment due to unforeseeable / unprecedented escalation since original contract pricing. These apply to
labor rates, per diems and certain 3rd party equipment rates. 


 The total costs associated with this change will be transferred from the “Contingency Pool” to “Construction” and as such the “Guaranteed Maximum Price” prior to this change order remains
unchanged. The new lump sum price for “Construction” will have a net increase of $2,135,670 and the Contingency Pool will have a net decrease by a like amount. 
 Adjustment to price under the Agreement: 
  

					
	 The original Guaranteed Maximum Price was
	  	$	67,670,200	 
	 Net change by previously authorized Change Orders (#1-6 )
	  	($	951,269	)
	 The Guaranteed Maximum Price prior to the Change Order was
	  	$	66,718,931	 
	 The Guaranteed Maximum Price will be (increased)(decreased)(unchanged) by this Change Order in the amount of
	  	$	-0-	 
	 The new Guaranteed Maximum Price including this Change Order will be
	  	$	66,718,931	 

 Adjustment to dates: 
  

			
	 The Preparation and Material Receipt Commencement Date will be (increased) (decreased) (unchanged) by 0 calendar days and as
a result of this Change Order is now:
	  	January 1, 2007
	 The Construction Commencement Date will be (increased) (decreased) (unchanged) by 0 calendar days and as a result of this
Change Order is now:
	  	April 1, 2007
	 The Scheduled Mechanical Completion Date will be (increased) (decreased) (unchanged) by 0 calendar days and as a result of
this Change Order is now:
	  	September 30, 2007

  







 Other impacts to liability or obligation of Willbros or Cheniere under the Agreement: None 
 Upon execution of this Change Order by Cheniere and Willbros, the above-referenced change shall become a valid and binding part of the original Agreement without
exception or qualification, unless noted in this Change Order. Except as modified by this and any previously issued Change Orders, all other terms and conditions of the Agreement shall remain in full force and effect. This Change Order is executed
by each of the Cheniere’s Authorized Representative and Willbros’ Authorized Representative. 
  

			
	CHENIERE SABINE PASS PIPELINE COMPANY
		
	Name	 	/s/ Stanley C. Horton
	Cheniere’s Authorized Representative
		
	 Title
	 	Chief Executive Officer 
	Date of Signing	 	4/19/07 

  
  

			
	WILLBROS ENGINEERS, INC.
		
	Name	 	/s/ Curtis E. Simkin
	Willbros’ Authorized Representative
		
	 Title
	 	President 
	Date of Signing	 	4/25/07 








 CHANGE ORDER FORM 
 PROJECT NAME: 42-inch Sabine Pass Pipeline Project 
 COMPANY: Cheniere Sabine Pass Pipeline Company 

CONTRACTOR: Willbros Engineers, Inc. 
 CHANGE ORDER NUMBER:
CO-008 
 DATE OF CHANGE ORDER: April 11, 2007 
 DATE OF AGREEMENT: February 1, 2006 
 The Agreement between the Parties listed above is changed as follows: (attach additional
documentation if necessary) 
  

	 	•	 	 A new Attachment III (WRPI construction rates for extra work) is attached which becomes effective 4/11/07 and expires 10/15/07. These rates replace those included
in the original Side Letter Agreement dated 2/1/06. 


 Adjustment to price under the Agreement: 
  

					
	 The original Guaranteed Maximum Price was
	  	$	67,670,200	 
	 Net change by previously authorized Change Orders (#1-7 )
	  	($	951,269	)
	 The Guaranteed Maximum Price prior to the Change Order was
	  	$	66,718,931	 
	 The Guaranteed Maximum Price will be (increased)(decreased)(unchanged) by this Change Order in the amount of
	  	$	-0-	 
	 The new Guaranteed Maximum Price including this Change Order will be
	  	$	66,718,931	 

 Adjustment to dates: 
  

			
	 The Preparation and Material Receipt Commencement Date will be (increased) (decreased) (unchanged) by 0 calendar days and as
a result of this Change Order is now:
	  	January 1, 2007
	 The Construction Commencement Date will be (increased) (decreased) (unchanged) by 0 calendar days and as a result of this
Change Order is now:
	  	April 1, 2007
	 The Scheduled Mechanical Completion Date will be (increased) (decreased) (unchanged) by 0 calendar days and as a result of
this Change Order is now:
	  	September 30, 2007

  







 Other impacts to liability or obligation of Willbros or Cheniere under the Agreement: None 
 Upon execution of this Change Order by Cheniere and Willbros, the above-referenced change shall become a valid and binding part of the original Agreement without
exception or qualification, unless noted in this Change Order. Except as modified by this and any previously issued Change Orders, all other terms and conditions of the Agreement shall remain in full force and effect. This Change Order is executed
by each of the Cheniere’s Authorized Representative and Willbros’ Authorized Representative. 
  

			
	CHENIERE SABINE PASS PIPELINE COMPANY
		
	Name	 	/s/ Stanley C. Horton
	Cheniere’s Authorized Representative
		
	 Title
	 	Chief Executive Officer 
	Date of Signing	 	4/19/07 

  
  

			
	WILLBROS ENGINEERS, INC.
		
	Name	 	/s/ Curtis E. Simkin 
	Willbros’ Authorized Representative
		
	 Title
	 	President 
	Date of Signing	 	4/25/07