exhibit_10-1.htm


    
      
        

      

    

    Exhibit
10.1

     

    SCHEDULE
D-1

    


    CHANGE
ORDER

    


    
      	
              PROJECT
      NAME:  Sabine Pass LNG Receiving, Storage and
      Regasification Terminal

               

              OWNER:  Sabine
      Pass LNG, L.P.

               

              CONTRACTOR:  Bechtel
      Corporation

               

              DATE OF AGREEMENT:
      December 18, 2004

               

            	
              CHANGE ORDER NUMBER:
      SP/BE-061

               

              DATE OF CHANGE ORDER:
      July 27, 2009

               

              Insurance
      and Sales & Use Tax Allowance
      Amount  Reconciliations

            


    

    


    The
Agreement between the Parties listed above is changed as follows:

    


    Owner and
Contractor agree to implement the following changes in connection with the
Louisiana Sales and Use Tax Allowance and the Insurance Allowance relating to
the Work performed by Contractor.  To the extent the changes set forth
herein conflict with any of the terms and conditions set forth in the Agreement,
the changes herein shall be controlling.

    


    1.  The
Parties agree that the actual amount of Louisiana Sales and Use Taxes paid by
Contractor and its Subcontractors and Sub-subcontractors is less than the
Louisiana Sales and Use Tax Allowance: and the Contract Price is therefore to be
reduced by the amount of $4,793,521 pursuant to Article 7.1.A of the Agreement,
subject to further adjustment as required.

    


    2.  The
Parties also agree that the actual Insurance Cost is greater than the Insurance
Allowance, and Contractor is therefore entitled to a Change Order pursuant to
Article 7.1.B of the Agreement to increase the Contract Price by the amount of
$569,042.

    


    3.  The
aggregate change in the Contract Price resulting from this Change Order, based
upon Sections 1 and 2 above, is a decrease in the amount of $4,224,479 as
further illustrated below.

    


    
      	
              Adjustment
      to Contract Price

            	 
      
	
              The
      original Contract Price was

            	
              $646,936,000

            
	
              Net
      change by previously authorized Change Orders (#SP/BE-002 to 028, 031, 033
      thru 035; 037 thru 060)

            	
              $182,442,446

            
	
              The
      Contract Price prior to this Change Order was

            	
              $829,378,446

            
	
              The
      Contract Price will be increased/decreased by this Change Order in the
      amount of

            	
              $
      (4,224,479)

            
	
              The
      new Contract Price including this Change Order will be

            	
              $825,153,967

            


    

    


    Adjustment
to dates in Project Schedule

    


    The
Target Bonus Date will be unchanged and is July 18, 2008.

    The
Guaranteed Substantial Completion Date will be unchanged and is June 13,
2009.

    Adjustment
to other Changed Criteria: No Change

    Adjustment
to Payment Schedule: No Change

    Adjustment
to Minimum Acceptance Criteria: No Change

    Adjustment
to Performance Guarantees:  No Change

    Adjustment
to Design Basis: No Change.

    Other
adjustments to liability or obligation of Contractor or Owner under the
Agreement:  As modified by this Change Order.

    


    Upon
execution of this Change Order by Owner 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 Parties’ duly
authorized representatives.

    


    


    


    


    
      	
              /s/    CHARIF
      SOUKI        

            	 
      	
              /s/    MITCH
      CLAYMAN     

            
	
              *Charif
      Souki

            	 
      	
              Contractor

            
	
              Chairman

            	 
      	
              Mitch
      Clayman

            
	August
      11, 2009	 
      	
              Name

            
	Date of Signing	 
      	
              Project
      Manager

            
	 	 
      	
              Title

            
	 
      	 
      	
              August
      17, 2009

            
	
              /s/    KEITH
      TEAGUE  

            	 
      	
              Date
      of Signing

            
	
              *Keith
      Teague

            	 
      	 
      
	
              Senior
      Vice President

            	 
      	 
      
	August
      11, 2009	 
      	 
      
	
              Date of Signing

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              /s/    ED
      LEHOTSKY    

            	 
      	 
      
	
              *Ed
      Lehotsky

            	 
      	 
      
	
              Owner
      Representative

            	 
      	 
      
	August
      4, 2009	 
      	 
      
	
              Date
      of Signing

            	 
      	 
      


    

     

    


    *
Required Owner signature – Mr. Teague may sign on behalf of Mr. Souki during Mr.
Souki’s absence.