Sabine Pass LNG, L.P. Sample Contracts

SABINE PASS LNG, L.P. AND EACH GUARANTOR THAT MAY BECOME PARTY HERETO INDENTURE Dated as of October 16, 2012 The Bank of New York Mellon Trustee
Indenture • October 19th, 2012 • Sabine Pass LNG, L.P. • Natural gas distribution • New York

INDENTURE dated as of October 16, 2012 among Sabine Pass LNG, L.P., a Delaware limited partnership, any Guarantors (as defined) that may become a party hereto from time to time, and The Bank of New York Mellon, as Trustee.

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Sabine Pass LNG, L.P. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 19th, 2012 • Sabine Pass LNG, L.P. • Natural gas distribution • New York

Sabine Pass LNG, L.P., a Delaware limited partnership (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated October 1, 2012 (the “Purchase Agreement”) by and among the Issuer and the Initial Purchasers, $420,000,000 aggregate principal amount of its 6.5% Senior Secured Notes due 2020 (the “Initial Securities”) to be unconditionally guaranteed (the “Guaranties”) by all of its future domestic restricted subsidiaries (such subsidiaries, if any, the “Guarantors” and, together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an indenture, dated as of October 16, 2012 (the “Indenture”), among the Issuer, any Guarantors that may become a party thereto and The Bank of New York Mellon, as trustee (the “Trustee”). As an inducement to the Initial Purchasers, the Company agrees with the Initial Purchasers, for t

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Sabine Pass LNG, L.P. Certificate Representing General Partner Interest
Partnership Agreement • January 10th, 2007 • Sabine Pass LNG, L.P. • Natural gas distribution

In accordance with the provisions of the Fifth Amended and Restated Agreement of Limited Partnership of Sabine Pass LNG, L.P., as supplemented or restated from time to time (the “Partnership Agreement”), Sabine Pass LNG, L.P., a Delaware limited partnership (the “Partnership”), hereby certifies that (the “Holder”) is the registered owner of a general partner interest in the Partnership (the “General Partner Interest”) transferable on the books of the Partnership, in person or by duly authorized attorney, only in accordance with the terms of the Partnership Agreement. The rights, preferences and limitations of the General Partner Interest are set forth in, and this Certificate and the General Partner Interest represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership at, the principal

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Sabine Pass LNG, L.P. Certificate Representing Limited Partner Interest
Limited Partnership Agreement • January 10th, 2007 • Sabine Pass LNG, L.P. • Natural gas distribution

In accordance with the provisions of the Fifth Amended and Restated Agreement of Limited Partnership of Sabine Pass LNG, L.P., as supplemented or restated from time to time (the “Partnership Agreement”), Sabine Pass LNG, L.P., a Delaware limited partnership (the “Partnership”), hereby certifies that (the “Holder”) is the registered owner of ( ) units of limited partner interest in the Partnership (the “Limited Partner Interest”) transferable on the books of the Partnership, in person or by duly authorized attorney, only in accordance with the terms of the Partnership Agreement. The rights, preferences and limitations of the Limited Partner Interest are set forth in, and this Certificate and the Limited Partner Interest represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership at, th

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PURCHASE AGREEMENT
Purchase Agreement • October 5th, 2012 • Sabine Pass LNG, L.P. • Natural gas distribution • New York
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AMENDMENT OF LNG TERMINAL USE AGREEMENT
LNG Terminal Use Agreement • June 26th, 2007 • Sabine Pass LNG, L.P. • Natural gas distribution

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed and signed by its duly authorized officer as of the Amendment Effective Date.

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SECOND AMENDED AND RESTATED LNG TERMINAL USE AGREEMENT between SABINE PASS LIQUEFACTION, LLC and SABINE PASS LNG, L.P. Amended and Restated as of July 31, 2012
LNG Terminal Use Agreement • August 6th, 2012 • Sabine Pass LNG, L.P. • Natural gas distribution • New York

This SECOND AMENDED AND RESTATED LNG TERMINAL USE AGREEMENT (this “Agreement”), dated as of this 31st day of July, 2012 (the “Effective Date Of Amendment”), is made by and between Sabine Pass Liquefaction, LLC, a Delaware limited liability company with a place of business at 700 Milam Street, Suite 800, Houston, Texas, U.S.A. 77002 (“Customer”) and Sabine Pass LNG, L.P., a Delaware limited partnership with a place of business at 700 Milam Street, Suite 800, Houston, Texas, U.S.A. 77002 (“SABINE”).

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May 09, 2005
Assumption Agreement • January 10th, 2007 • Sabine Pass LNG, L.P. • Natural gas distribution • New York
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AMENDMENT TO LNG TERMINAL USE AGREEMENT
LNG Terminal Use Agreement • November 22nd, 2006 • Sabine Pass LNG, L.P.

This AMENDMENT TO LNG TERMINAL USE AGREEMENT (this “Amendment”) dated as of this 1st day of December 2005 is made by and between CHEVRON USA, INC., a company incorporated under the laws of Pennsylvania with an office at 1500 Louisiana Street, Houston, Texas 77002 (“Customer”); and SABINE PASS LNG, L.P., a Delaware limited partnership with a place of business at 717 Texas Avenue, Suite 3100, Houston, Texas, U.S.A. 77002 (“SABINE”).

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CHANGE ORDER FORM
Change Order • June 11th, 2007 • Sabine Pass LNG, L.P. • Natural gas distribution

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 Fixed Fee and shall be deemed to compensate Bechtel fully for such change.

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Sabine Pass LNG, L.P. PURCHASE AGREEMENT
Purchase Agreement • September 15th, 2008 • Sabine Pass LNG, L.P. • Natural gas distribution • New York
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FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SABINE PASS LNG, L.P.
Limited Partnership Agreement • November 22nd, 2006 • Sabine Pass LNG, L.P. • Delaware

The original Agreement of Limited Partnership of Sabine Pass LNG, L.P. (the “Partnership”) was entered into as of October 20, 2003 (the “Effective Date”), by and between Sabine Pass LNG-GP, Inc., a Delaware corporation, as the General Partner, and Cheniere LNG, Inc., a Delaware corporation, as a Limited Partner (the “Original Limited Partner”). Effective as of February 18, 2004, the General Partner and the Original Limited Partner adopted the Amended and Restated Agreement of Limited Partnership. Effective as of October 26, 2004, (a) the Original Limited Partner, with the consent of the General Partner, transferred all of its Units (as hereafter defined) to Sabine Pass LNG-LP Interests, LLC (the “First Successor Limited Partner”), and (b) the General Partner and the First Successor Limited Partner adopted the Second Amended and Restated Agreement of Limited Partnership (the “Second Amended Agreement”), which was also executed by the Original Limited Partner. Effective as of November 15

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Sabine Pass LNG, L.P. Houston, Texas 77002 May 28, 2013
LNG Terminal Use Agreement • August 2nd, 2013 • Sabine Pass LNG, L.P. • Natural gas distribution

Reference is made to that certain Second Amended and Restated LNG Terminal Use Agreement between Sabine Pass Liquefaction, LLC and Sabine Pass LNG, L.P., Amended and Restated as of July 31, 2012 (the “TUA”). Capitalized terms used herein but not defined herein shall have the meaning given to them in the TUA.

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SCHEDULE D-1 CHANGE ORDER FORM
Change Order • April 3rd, 2007 • Sabine Pass LNG, L.P. • Natural gas distribution
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SABINE PASS LNG, L.P. CONTRACT CHANGE ORDER FORM (for use when the Parties execute the Change Order pursuant to Section 32 of the General Conditions)
Change Order • June 11th, 2007 • Sabine Pass LNG, L.P. • Natural gas distribution
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ADDITIONAL SECURED DEBT DESIGNATION
Additional Secured Debt Designation • September 15th, 2008 • Sabine Pass LNG, L.P. • Natural gas distribution

Reference is made to the Collateral Trust Agreement dated as of November 9, 2006 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”) among Sabine Pass LNG, L.P. (the “Company”), the Pledgors from time to time party thereto, The Bank of New York Mellon (formerly The Bank of New York), as Trustee under the Indenture (as defined therein) and The Bank of New York Mellon (formerly The Bank of New York), as Collateral Trustee. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Collateral Trust Agreement. This Additional Secured Debt Designation is being executed and delivered in order to designate additional secured debt as Parity Secured Debt entitled to the benefit of the Collateral Trust Agreement.

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SCHEDULE D-1 CHANGE ORDER FORM
Change Order • January 10th, 2007 • Sabine Pass LNG, L.P. • Natural gas distribution
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GUARANTEE AGREEMENT (TUA)
Guarantee Agreement • August 6th, 2012 • Sabine Pass LNG, L.P. • Natural gas distribution • Texas

THIS GUARANTEE AGREEMENT (this “Guarantee Agreement”), dated and effective as of July 31, 2012 (the “Effective Date”), is made by CHENIERE ENERGY PARTNERS, L.P., a Delaware limited partnership (the “Guarantor”), in favor of SABINE PASS LNG, L.P., a Delaware limited partnership (“Sabine”).

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SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SABINE PASS LNG, L.P.
Limited Partnership Agreement • August 6th, 2010 • Sabine Pass LNG, L.P. • Natural gas distribution • Delaware

The original Agreement of Limited Partnership of Sabine Pass LNG, L.P. (the “Partnership”) was entered into as of October 20, 2003 (the “Effective Date”), by and between Sabine Pass LNG-GP, Inc., a Delaware corporation, as the General Partner, and Cheniere LNG, Inc., a Delaware corporation, as a Limited Partner (the “Original Limited Partner”). Effective as of February 18, 2004, the General Partner and the Original Limited Partner adopted the Amended and Restated Agreement of Limited Partnership. Effective as of October 26, 2004, (a) the Original Limited Partner, with the consent of the General Partner, transferred all of its Units (as hereafter defined) to Sabine Pass LNG-LP Interests, LLC (the “First Successor Limited Partner”), and (b) the General Partner and the First Successor Limited Partner adopted the Second Amended and Restated Agreement of Limited Partnership (the “Second Amended Agreement”), which was also executed by the Original Limited Partner. Effective as of November 15

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CHANGE ORDER FORM
Change Order • June 11th, 2007 • Sabine Pass LNG, L.P. • Natural gas distribution
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GUARANTY AGREEMENT From CHEVRONTEXACO CORPORATION to SABINE PASS LNG, L.P.
Guaranty Agreement • November 22nd, 2006 • Sabine Pass LNG, L.P. • California

THIS GUARANTY AGREEMENT, is made and entered into as of December 15, 2004, by CHEVRONTEXACO CORPORATION (“ChevronTexaco”), a corporation organized and existing under the laws of the State of Delaware, to SABINE PASS LNG L.P., a limited partnership organized under the laws of Delaware (“Sabine Pass”),

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