LUMP SUM TURNKEY AGREEMENT for the NGINEERING, PROCUREMENT AND CONSTRUCTION

　　of the SABINE PASS LNG LIQUEFACTION FACILITY

　　美国液化天然气装置工程总承包合同

　　by and between

　　SABINE PASS LIQUEFACTION, LLC as Owner

　　and

　　BECHTEL OIL, GAS AND CHEMICALS, INC. as Contractor

　　Dated as of the 11th Day of November 2011

　　TABLE OF CONTENTS

　　RECITALS 序言

　　ARTICLE 1 DEFINITIONS 定义

　　ARTICLE 2 RELATIONSHIP OF OWNER, CONTRACTOR AND SUBCONTRACTORS

　　业主、承包商和分包商的关系

　　2.1 Status of Contractor 承包商的资质

　　2.2 Key Personnel, Organization Chart and Contractor Representative

　　主要人员、机构和承包商代表

　　2.3 Subcontractors and Sub-subcontractors 分包商和次分包商

　　2.4 Subcontracts and Sub-subcontracts 分包合同和次分包合同

　　2.5 Contractor Acknowledgements 承包商确认书

　　ARTICLE 3 CONTRACTOR’S RESPONSIBILITIES 承包商代表

　　3.1 Scope of Work 工程范围

　　3.2 Specific Obligations 具体义务

　　3.3 Design and Engineering Work 工程设计

　　3.4 Spare Parts 零部件

　　3.5 Training Program in General 培训项目

　　3.6 Environmental Regulations and Environmental Compliance 环保规则和遵守环保法规

　　3.7 Construction Equipment 施工设备

　　3.8 Employment of Personnel 员工雇佣

　　3.9 Clean-Up 现场清理

　　3.10 HSE Plan; Security 卫生与安全

　　3.11 Emergencies 应急处置

　　3.12 Contractor Permits 承包商的许可

　　3.13 Books, Records and Audits 账簿、账务记录与审计

　　3.14 Tax Accounting 税收

　　3.15 Temporary Utilities, Roads, Facilities and Storage 临建设施、道路、附属设施及库房

　　3.16 Subordination of Liens 从属留置权

　　3.17 Hazardous Materials 有害物质

　　3.18 Quality Assurance 质量保证

　　3.19 Reports 报告

　　3.20 Payment 款项支付

　　3.21 Commercial Activities 商务活动

　　3.22 Title to Materials Found 发行物品的权属

　　3.23 Survey Control Points and Layout 控制点和水准点的勘察

　　3.24 Cooperation with Others at the Site 与其他施工方的现场合作

　　3.25 Integration with Existing Facility and Subproject 1 After Substantial Completion of Subproject 1 项目一竣工后与现有设施的整合

　　3.26 Responsibility for Property 财产责任

　　3.27 Explosives 爆破作业

　　3.28 Taxes 税收

　　3.29 Equipment Quality 设备质量

　　ARTICLE 4 OWNER’S RESPONSIBILITIES 业主的责任

　　4.1 Payment and Financing 付款与财务

　　4.2 Owner Permits 业主的许可

　　4.3 Access to the Site and Off-Site Rights of Way and Easements进出入现场和道路使用权利

　　4.4 Operation Personnel 工作人员

　　4.5 Sales and Use Tax Matters 与销售和使用有关的税务事宜

　　4.6 Legal Description and Survey 法律事项的调查

　　4.7 Hazardous Materials 有害物质处置

　　4.8 Owner-Provided Items 业主提供的物品

　　4.9 Owner Representative 业主代表

　　ARTICLE 5 COMMENCEMENT OF WORK, PROJECT SCHEDULE, AND SCHEDULING OBLIGATIONS 开工、施工项目和义务规划

　　5.1 Commencement of Work 开工

　　5.2 Limited Notice to Proceed/Notice to Proceed 限制性的款项支付通知

　　5.3 Project Schedule 项目安排进度

　　5.4 CPM Schedule Submissions 关键路径法进度的提交

　　5.5 Recovery and Recovery Schedule 补救与补救安排

　　5.6 Acceleration and Acceleration Schedule 赶工与赶工安排

　　ARTICLE 6 CHANGES; FORCE MAJEURE; AND OWNER-CAUSED DELAY

　　变更、不可抗力和因业主原因导致的工期延误

　　6.1 Change Orders Requested by Owner 业主要求的变更

　　6.2 Change Orders Requested by Contractor 承包商要求的变更

　　6.3 Contract Price Adjustment; Contractor Documentation 合同价格调整与承包商文件

　　6.4 Change Orders Act as Accord and Satisfaction 作为清偿协议的变更通知单

　　6.5 Timing Requirements for Notifications and Change Order Requests by Contractor

　　由承包商提出的工期通知与变更单

　　6.6 Evidence of Funds 费用凭据

　　6.7 Adjustment Only Through Change Order 因变更单引起的调整

　　6.8 Force Majeure 不可抗力

　　6.9 Extensions of Time and Adjustment of Compensation 工期延展和补偿调整

　　6.10 Delay 工期延误

　　6.11 Contractor Obligation to Mitigate Delay 承包商对减轻延误的义务

　　ARTICLE 7 CONTRACT PRICE AND PAYMENTS TO CONTRACTOR

　　合同价格与对承包商的支付

　　7.1 Contract Price 合同价格

　　7.2 Interim Payments 暂付款

　　7.3 Final Completion and Final Payment 竣工结算与竣工支付

　　7.4 Payments Not Acceptance of Work 付款通知与工程验收

　　7.5 Payments Withheld 暂扣款

　　7.6 Interest on Late Payments and Improper Collection 延误支付的利息与不合适的收费

　　7.7 Offset 款项抵付

　　7.8 Procedure for Withholding, Offset and Collection on the Letter of Credit

　　代扣、抵付与信用证收款的程序

　　7.9 Payment Error 支付错误

　　ARTICLE 8 TITLE AND RISK OF LOSS 所有权与损失风险

　　8.1 Title 所有权

　　8.2 Risk of Loss 损失风险

　　ARTICLE 9 INSURANCE AND LETTER OF CREDIT 保险与信用证

　　9.1 Insurance 保险

　　9.2 Irrevocable Standby Letter of Credit 不可撤销的信用证

　　ARTICLE 10 OWNERSHIP OF DOCUMENTATION 文件的权属

　　10.1 Work Product 工程成果

　　10.2 Owner Provided Documents 业主提供的文件

　　ARTICLE 11 COMPLETION 竣工

　　11.1 Notice of RFSU, Delivery of Feed Gas for Commissioning, Start-Up and Performance Testing and Scheduling of LNG Tanker

　　待开车通知、提供试车、启动、试验和行程所需燃气的通知

　　11.2 Notice and Requirements for Substantial Completion 实际竣工的通知及要求

　　11.3 Owner Acceptance of RFSU and Substantial Completion 业主对待开车和实际竣工的验收11.4 Performance Guarantee Not Achieved 履约保函

　　11.5 Punchlist 钻孔设施

　　11.6 Notice and Requirements for Final Completion 竣工通知与要求

　　11.7 Operations Activities 操作项目

　　ARTICLE 12 WARRANTY AND CORRECTION OF WORK 工程的保修与修补

　　12.1 Warranty 保修

　　12.2 Correction of Work Prior to Substantial Completion 竣工前的修补

　　12.3 Correction of Work After Substantial Completion 竣工后的修补

　　12.4 Assignability of Warranties 保修安排

　　12.5 Waiver of Implied Warranties 非明示的保险责任放弃

　　ARTICLE 13 DELAY LIQUIDATED DAMAGES AND SCHEDULE BONUS

　　工期延误违约金及进度奖励

　　13.1 Delay Liquidated Damages 工期延误违约金

　　13.2 Schedule Bonus 进度奖励

　　ARTICLE 14 CONTRACTOR’S REPRESENTATIONS 承包商代表

　　14.1 Corporate Standing 公司资质

　　14.2 No Violation of Law; Litigation 不违法，无诉讼纠纷

　　14.3 Licenses 施工许可证

　　14.4 No Breach 不违约

　　14.5 Corporate Action 法人行为

　　14.6 Financial Solvency 财务状况

　　ARTICLE 15 OWNER’S REPRESENTATIONS 业主代表

　　15.1 Standing 业主资质

　　15.2 No Violation of Law; Litigation 不违法，无诉讼纠纷

　　15.3 Licenses 执照

　　15.4 No Breach 不违约

　　15.5 Corporate Action 法人行为

　　15.6 Financial Solvency 财务状况

　　ARTICLE 16 DEFAULT, TERMINATION AND SUSPENSION 违约、合同终止和工程暂停

　　16.1 Default by Contractor 承包商的违约

　　16.2 Termination for Convenience by Owner 业主行使的终止

　　16.3 Suspension of Work 工程暂停

　　16.4 Suspension by Contractor 由承包商原因造成的工程暂停

　　16.5 Termination by Contractor 由承包商原因造成的合同终止

　　16.6 Termination in the Event of an Extended Force Majeure 由不可抗力事件造成的合同终止

　　16.7 Termination in the Event of Delayed Notice to Proceed

　　因工期延误通知原因的款项支付终止

　　16.8 Contractor’s Right to Terminate 承包商终止合同的权利

　　ARTICLE 17 INDEMNITIES 赔偿

　　17.1 General Indemnification 关于赔偿一般性规定

　　17.2 Injuries to Contractor’s Employees and Damage to Contractor’s Property

　　对承包商雇员伤害和财产损害的赔偿

　　17.3 Injuries to Owner’s Employees and Damage to Owner’s Property

　　对业主雇员伤害和财产损害的赔偿

　　17.4 Patent and Copyright Indemnification Procedure 对专利和版权的赔偿程序

　　17.5 Lien Indemnification 留置权的赔偿

　　17.6 Owner’s Failure to Comply with Applicable Law 业主违反法律责任

　　17.7 Landowner Claims 土地权利人的索赔

　　17.8 Legal Defense 法律保护

　　17.9 Enforceability 强制执行

　　ARTICLE 18 DISPUTE RESOLUTION 纠纷处理

　　18.1 Negotiation 协商

　　18.2 Arbitration 仲裁

　　18.3 Continuation of Work During Dispute 纠纷处理期间工程继续进行

　　18.4 Escrow of Certain Disputed Amounts By Owner

　　业主支付的涉及纠纷的款项交由第三方托管

　　ARTICLE 19 CONFIDENTIALITY 保密责任

　　19.1 Contractor’s Obligations 承包商的保密责任

　　19.2 Owner’s Obligations 业主的保密责任

　　19.3 Definitions 保密的定义

　　19.4 Exceptions 保密的例外

　　19.5 Equitable Relief 衡平法救济

　　19.6 Term 保密期限

　　ARTICLE 20 LIMITATION OF LIABILITY 责任限制

　　20.1 Contractor Aggregate Liability 承包商的累计总责任

　　20.2 Limitation on Contractor’s Liability for Liquidated Damages 承包商违约责任的限额

　　20.3 Liquidated Damages In General 违约赔偿金的一般性规定

　　20.4 Consequential Damages 后果性赔偿金

　　20.5 Exclusive Remedies 唯一的补救

　　20.6 Applicability 适用范围

　　20.7 Term Limit 期限

　　ARTICLE 21 MISCELLANEOUS PROVISIONS 其他约定

　　21.1 Entire Agreement 合同的整体性

　　21.2 Amendments 合同变更

　　21.3 Joint Effort 对当事各方的共同效力

　　21.4 Captions 标题

　　21.5 Notice 通知

　　21.6 Severability 条款的可分割性

　　21.7 Assignment 权利与义务的转让

　　21.8 No Waiver 不得放弃权利

　　21.9 Governing Law 管辖法律

　　21.10 Successors and Assigns 权利和义务的承继与让与

　　21.11 Attachments and Schedules 附件与附录

　　21.12 Obligations 义务

　　21.13 Further Assurances 其他保证

　　21.14 Priority 条款的优先顺序

　　21.15 Restrictions on Public Announcements 对外披露的限制

　　21.16 Potential Lenders, Potential Equity Investors and Equity Participants

　　或有的借贷方、权益投资人和合伙人

　　21.17 Foreign Corrupt Practices Act 外国腐败行为法案的适用

　　21.18 Parent Guarantee 母公司保函

　　21.19 Language 文本语言

　　21.20 Counterparts 合同副本

　　21.21 Federal Energy Regulatory Commission Approval 联邦能源委员会的批准

　　21.22 Owner’s Lender 业主的贷款人

　　21.23 Independent Engineer 独立工程师

　　21.24 Survival 合同期满后的效力

　　ATTACHMENTS AND SCHEDULES 附件与附录

　　SABINE PASS LNG LIQUEFACTION FACILITY

　　ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT

　　THIS ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (this Agreement), dated as of the 11th Day of November, 2011 (the Contract Date), is entered into by and between SABINE PASS LIQUEFACTION, LLC, a Delaware limited liability company, having its principal place of business at 700 Milam, Suite 800, Houston, Texas 77002 (Owner), and BECHTEL OIL, GAS AND CHEMICALS, INC., a Delaware corporation, having an address at 3000 Post Oak Boulevard, Houston, Texas 77056 (Contractor and, together with Owner, each a Party and together the Parties).

　　RECITALS

　　WHEREAS, Owner desires to enter into an agreement with Contractor to provide services for the engineering, procurement and construction of (a) a turnkey LNG liquefaction facility comprised of two LNG trains each with a nominal production capacity of approximately 4.5 mtpa to be owned by Owner, located at the Liquefaction Facility Site (as defined below), and all related appurtenances thereto (as more fully described below, the Liquefaction Facility), and (b) certain modifications and improvements to the existing LNG receiving, storage and regasification facilities (as more fully described below, the Existing Facility) located at the Existing Facility Site (as defined below), and to commission, start-up and test the Liquefaction Facility, all as further described herein (collectively, the Project); and

　　WHEREAS, Contractor, itself or through its vendors, suppliers, and subcontractors, desires to provide the foregoing engineering, procurement, construction, commissioning, start-up and testing services on a turnkey lump sum basis;

　　NOW THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

　　ARTICLE 1 DEFINITIONS

　　(为了节省篇幅，这里省略了定义部分)

　　The meanings specified in this Article 1 are applicable to both the singular and plural. As used in this Agreement, the terms herein, herewith, hereunder and hereof are references to this Agreement taken as a whole, and the terms include, includes and including mean including, without limitation, or variant thereof. Reference in this Agreement to an Article or Section shall be a reference to an Article or Section contained in this Agreement (and not in any Attachments or Schedules to this Agreement) unless expressly stated otherwise, and a reference in this Agreement to an Attachment or Schedule shall be a reference to an Attachment or Schedule attached to this Agreement unless expressly stated otherwise.

　　ARTICLE 2 RELATIONSHIP OF OWNER, CONTRACTOR AND SUBCONTRACTORS

　　2.1 Status of Contractor.

　　The relationship of Contractor to Owner shall be that of an independent contractor. Any provisions of this Agreement which may appear to give Owner or the Owner Representative the right to direct or control Contractor as to details of performing the Work, or to exercise any measure of control over the Work, shall be deemed to mean that Contractor shall follow the desires of Owner or the Owner Representative in the results of the Work only and not in the means by which the Work is to be accomplished, and Contractor shall have the complete right, obligation and authoritative control over the Work as to the manner, means or details as to how to perform the Work. Nothing herein shall be interpreted to create a master-servant or principal-agent relationship between Contractor, or any of its Subcontractors or Sub-subcontractors, and Owner. Nevertheless, Contractor shall comply with all provisions, terms and conditions of this Agreement, and the fact that Contractor is an independent contractor does not relieve it from its responsibility to fully, completely, timely and safely perform the Work in compliance with this Agreement. Except to the extent set forth in this Agreement, including Sections 6.1C, 6.2D, 11.7 and 16.3, and subject at all times to Section 6.7, Owner shall not be entitled to issue any instruction or directive to Contractor or any of its Subcontractors or Sub-subcontractors in connection with performance of the Work. Owner shall provide a copy to Contractor of any written communication from Owner to any Subcontractor or Sub-subcontractor that relates to Contractor’s performance of the Work.

　　2.2 Key Personnel, Organization Chart and Contractor Representative.

　　A. Key Personnel and Organization Chart. Attachment F sets forth Contractor’s organizational chart to be implemented for the Work and also contains a list of key personnel (Key Personnel or Key Persons) from Contractor’s organization who will be assigned to the Work. Key Personnel shall, unless otherwise expressly stated in Attachment F, be devoted full-time to the Work until Substantial Completion of Subproject 2, and Key Personnel shall not be removed or reassigned without Owner’s prior written approval (such approval not to be unreasonably withheld); provided, however, Owner’s prior written approval shall not be required in the event Contractor removes or reassigns a Key Person at any time prior to Owner’s issuance of the NTP. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of equal or greater qualifications and experience. Should Owner approve of the replacement of a Key Person, Contractor shall, so far as reasonably practicable, allow for an overlap of at least one (1) week during which both the Key Person to be replaced and the Owner-approved new Key Person shall work together full time. The additional cost of any replacement of such Key Personnel and overlap time shall be entirely at Contractor’s expense. Owner shall have the right, but not the obligation, at any time to reasonably request that Contractor replace any Key Person with another employee acceptable to Owner. In such event, Contractor shall reasonably consider Owner’s request that Contractor replace such Key Person.

　　B. Contractor Representative. Contractor designates *** as the Contractor Representative. Notification of a change in Contractor Representative shall be provided in advance, in writing, to Owner. The Contractor Representative is a Key Person.

　　2.3 Subcontractors and Sub-subcontractors.

　　Owner acknowledges and agrees that Contractor intends to have portions of the Work accomplished by Subcontractors pursuant to written Subcontracts between Contractor and such Subcontractors, and that such Subcontractors may have certain portions of the Work performed by Sub-subcontractors. All Subcontracts shall, so far as reasonably practicable, be consistent with the terms or provisions of this Agreement. No Subcontractor or Sub-subcontractor is intended to be or shall be deemed a third-party beneficiary of this Agreement. Contractor shall be fully responsible to Owner for the acts and omissions of Subcontractors and Sub-subcontractors and of Persons directly or indirectly employed by either of them in the performance of the Work, as it is for the acts or omissions of Persons directly employed by Contractor. The work of any Subcontractor or Sub-subcontractor shall be subject to inspection by Owner to the same extent as the Work of Contractor. All Subcontractors and Sub-subcontractors and their respective personnel on Site or who may come on the Site or the Off-Site Rights of Way and Easements are to be instructed by Contractor in the terms and requirements of Contractor’s safety and environmental protection regulations and policies and shall be expected to comply with such regulations. In the event that any personnel are not adhering to such regulations and policies, such personnel shall be removed by Contractor. In no event shall Contractor be entitled to any adjustment of the Contract Price or Project Schedule as a result of compliance with such regulations and policies set forth in the HSE Plan, or any removal of personnel necessitated by non-compliance. Nothing contained herein shall (i) create any contractual relationship between any Subcontractor and Owner, or between any Sub-subcontractor and Owner, or (ii) obligate Owner to pay or cause the payment of any amounts to Subcontractor or Sub-subcontractor.

　　2.4 Subcontracts and Sub-subcontracts.

　　A. Approved List. Attachment G sets forth a list of contractors and suppliers that Contractor and Owner have agreed are approved for selection as Subcontractors for the performance of that portion of the Work specified in Attachment G. Approval by Owner of any Subcontractors or Sub-subcontractors does not relieve Contractor of any responsibilities under this Agreement.

　　B. Additional Proposed Major Subcontractors. In the event that Contractor is considering the selection of a Subcontractor not listed on Attachment G that would qualify as a Major Subcontractor, Contractor shall (i) notify Owner of its proposed Major Subcontractor as soon as reasonably practicable during the selection process and furnish to Owner all information reasonably requested by Owner with respect to Contractor’s selection criteria, and (ii) notify Owner no less than ten (10) Business Days prior to the execution of a Major Subcontract with a Major Subcontractor not listed on Attachment G. Owner shall have the discretion, not to be unreasonably exercised, to reject any proposed Major Subcontractor not listed on Attachment G for a Major Subcontract. Contractor shall not enter into any Major Subcontract with a proposed Major Subcontractor that is rejected by Owner in accordance with the preceding sentence. Owner shall undertake in good faith to review the information provided by Contractor pursuant to this Section 2.4B expeditiously and shall notify Contractor of its decision to accept or reject a proposed Major Subcontractor as soon as practicable after such decision is made. Failure of Owner to accept or reject a proposed Major Subcontractor within ten (10) Business Days shall be deemed to be an acceptance of such Major Subcontractor, but Owner’s acceptance of a proposed Major Subcontractor shall in no way relieve Contractor of its responsibility for performing the Work in compliance with this Agreement.

　　C. Other Additional Proposed Subcontractors. For any Subcontractor not covered by Section 2.4A or 2.4B and having a Subcontract value in excess of One Million U.S. Dollars (U.S.$1,000,000), Contractor shall, within fifteen (15) Business Days after the execution of any such Subcontract, notify Owner in writing of the selection of such Subcontractor and inform Owner generally what portion of the Work such Subcontractor is performing.

　　D. Delivery of Subcontracts. Within ten (10) Days of Owner’s request, Contractor shall furnish Owner with a copy of any Subcontract, excluding provisions regarding pricing, discount or credit information, payment terms, payment schedules, retention, performance security, bid or proposal data, and any other information which Contractor or any Subcontractor reasonably considers to be commercially sensitive information.

　　E. Terms of Major Subcontracts and Sub-subcontracts. In addition to the requirements in Section 2.3 and without in any way relieving Contractor of its full responsibility to Owner for the acts and omissions of Subcontractors and Sub-subcontractors, each Major Subcontract and each Major Sub-subcontract shall contain the following provisions:

　　1. the Major Subcontract and the Major Sub-subcontract may be assigned to Owner without the consent of the respective Major Subcontractor or Major Sub-subcontractor; provided, however, with respect to each Construction Equipment rental or lease agreement that falls within the definition of Major Subcontract or Major Sub-subcontract, Contractor shall only be obligated to use its best efforts to include a provision that such agreement may be assigned to Owner without the consent of the respective Construction Equipment Lessor; and

　　2. so far as reasonably practicable, the Major Subcontractor and the Major Sub-subcontractor shall comply with all requirements and obligations of Contractor to Owner under this Agreement, as such requirements and obligations are applicable to the performance of the work under the respective Major Subcontract or Major Sub-subcontract.