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" .


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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


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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


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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


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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. 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,


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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. a7 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)


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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 (-40baF); (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


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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.

A-7 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.


A-8 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. WILLBROS' OBLIGATIONS

Subject to Paragraph 5 and in close cooperation and coordination with Cheniere, and subj ...