exhibit_10-2.htm


    
      
        

      

    

    Exhibit
10.2

     

    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-062

               

              DATE OF CHANGE ORDER:
      July 27, 2009

               

              Resolution
      of Claims for Final Completion

            


    

    


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

    


    Owner and
Contractor agree to implement the following changes in connection with the
Agreement.  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.  Owner
and Contractor agree to increase the Contract Price in the amount of $727,680 in
order to resolve the payment disputes between the Parties for the items listed
in the attached “Schedule of Resolved Trends and Issues.”  For
purposes of clarity, the foregoing increase to the Contract Price is solely a
resolution for payment disputes between the Parties with respect to the amount
owed under the Agreement for the items listed in the aforementioned schedule and
in no way impairs, waives or otherwise resolves any other claims or causes of
actions which either Party may have now or in the future arising out of or
related to the Work, including, but not limited to, any Warranty claims or any
claims for indemnification pursuant to Article 17 of the Agreement.

    


    2. Owner
agrees that Target Completion was achieved by July18, 2008 and the Schedule
Bonus of $12,000,000 has been earned, of which Owner has paid $9MM and shall pay
Contractor the remaining amount of $3MM prior to, or concurrent with, Owner’s
final payment under Article 7.3 of the Agreement.  For purposes of
clarity, the aforementioned Schedule Bonus of $12,000,000 is an amount that is
not included within, and is a payment in addition to, the Contract
Price.

     
 

    
      	
              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 061)

            	
              $178,217,967

            
	
              The
      Contract Price prior to this Change Order was

            	
              $825,153,967

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

            	
              $       727,680

            
	
              The
      new Contract Price including this Change Order will be

            	
              $825,881,647

            


    

    


    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.

    


    This
Change Order shall
constitute a full and final settlement and accord and satisfaction of all
effects of the change as described in this Change Order upon the Changed
Criteria set forth herein.

     

    
      
        Change
Order # 62

      

      
        Page 1 of
3

        
          

        

      

      
        
        

      

    

     

    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.

    

      
        
          Change
Order #62  

        

        
          Page 2 of
3

          
            

          

        

        
           


        

      


      Schedule
of Resolved Trends & Issues

      


      
        	
                T-5007

              	
                Hexavalent
      Chromium

              
	
                T-7021

              	
                Fence
      changes

              
	
                T-7033A

              	
                LNG
      Tank Dike Radar Array

              
	
                T-7044

              	
                Additional
      compensation for craft labor wage increases (over and above CO SP/BE-044,
      Trend T-5017) – Based on new forecast

              
	
                T-7045

              	
                Metering
      station Tie-in rework

              
	
                T-7047

              	
                Additional
      Fence Changes

              
	
                T-7050

              	
                Light
      Weight Concrete added to LNG Spill Trench

              
	
                T-7053

              	
                Concrete
      paving around LNG Tank impoundment sumps

              
	
                T-7054

              	
                Relocate
      JB 158 to PL00023 (Tug Berth Parking)

              
	
                T-7056

              	
                Rework
      Culverts at Operations Trailer Road

              
	
                T-7058

              	
                Added
      Curbs and Speed Bumps for LNG Spill Control

              
	
                T-7062

              	
                Added
      Walkways over 2R1 LNG Spill Trench

              
	
                T-7064

              	
                Red
      Concrete Placement over Area Lighting U/G Cables

              
	
                T-7065

              	
                Wilbros
      Costs (Light Pole & Roadwork)

              
	
                T-7072

              	
                Seismic
      Monitoring

              
	
                T-7075

              	
                Provide
      Site Security (4/17/08-6/30/08)

              
	
                N/A

              	
                Credit
      for converting drawings to AutoCADD

              
	
                T-7025

              	
                Document
      turnover – additional Asbuilt drawings

              
	
                T-7063

              	
                Water
      Purchase and Temporary Piping to FW Pond (Lack of JB
  Water)

              
	
                T-7066

              	
                Wetland
      Restoration

              
	
                T-7068

              	
                Nitrogen
      Supply – True up of actual costs

              
	
                T-7061

              	
                Start-up
      Group Delay Costs

              
	
                T-7084

              	
                Additional
      Cheniere Emissions Test (Load Bank Rental for three
  days)

              
	
                T-7086

              	
                Credit
      for gravel on North Dike @ 4-5 tank N-S dike
  intersection

              
	
                T-7087

              	
                Finish
      Grade South of SE corner Tank 1 after the last PI road is
      completed

              
	
                T-7089

              	
                Valtronics
      Heat Trace

              
	
                T-7033B

              	
                LNG
      Tank Dike Lighting

              
	
                T-7046

              	
                Drill
      holes in Cryo Check Valves

              
	
                T-7071

              	
                Water
      System Air Gap Skid

              
	
                T-7073

              	
                Road
      Ditches / Drainage

              
	
                N/A

              	
                Credit
      for LNG Tank Gaskets

              
	
                N/A

              	
                Wind
      Damage to Light Poles

              
	
                N/A

              	
                Vented
      Gas from 1st
      Cargo through 9/30/2008

              
	
                N/A

              	
                Noise
      at SIS cabinets

              
	
                N/A

              	
                SVT
      Service Rep visit during 4th
      Cargo

              


      

      


      



      
        
          Change
Order #62  

        

        
          Page 3 of
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