0001193125-06-051265 Sample Contracts

FORM OF CONSENT AND WAIVER AGREEMENT NO. 8 TO CREDIT AGREEMENT
Consent and Waiver Agreement • March 13th, 2006 • Cheniere Energy Inc • Crude petroleum & natural gas • New York

This CONSENT AND WAIVER AGREEMENT NO. 8 TO CREDIT AGREEMENT (this “Consent”), dated as of November 28, 2005, is made among Sabine Pass LNG, L.P., a Delaware limited partnership (the “Borrower”), Société Générale, in its capacity as administrative agent for the Lenders (the “Agent”), HSBC Bank USA, National Association, in its capacity as collateral agent for the Lenders (the “Collateral Agent”) and the Lenders party to the Credit Agreement (as defined below).

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AGREEMENT For ENGINEERING, PROCUREMENT, AND CONSTRUCTION SERVICES for 42 - INCH SABINE PASS PIPELINE PROJECT between CHENIERE SABINE PASS PIPELINE COMPANY and WILLBROS ENGINEERS, INC.
Engineering, Procurement, and Construction Services Agreement • March 13th, 2006 • Cheniere Energy Inc • Crude petroleum & natural gas • Texas

During the execution of the Work, Willbros shall comply with the latest edition of the following Applicable Codes and Standards, irrespective of the specification of any earlier date or edition. In the event of a conflict between the Applicable Codes and Standards and the Specifications, Willbros shall promptly notify Cheniere of the conflict. The specific Applicable Codes and Standards listed in this Schedule with respect to each organization (e.g., API) are not meant to be an exclusive list of such Applicable Codes and Standards that must be adhered to with respect to each such organization as they are applicable to the Work.

FORM OF WAIVER AGREEMENT NO. 9 TO CREDIT AGREEMENT
Waiver Agreement • March 13th, 2006 • Cheniere Energy Inc • Crude petroleum & natural gas • New York

This WAIVER AGREEMENT NO. 9 TO CREDIT AGREEMENT (this “Waiver”), dated as of January 23, 2006, is made among Sabine Pass LNG, L.P., a Delaware limited partnership (the “Borrower”), Société Générale, in its capacity as administrative agent for the Lenders (the “Agent”), HSBC Bank USA, National Association, in its capacity as collateral agent for the Lenders (the “Collateral Agent”) and the Lenders party to the Credit Agreement (as defined below).

CONSENT AND AMENDMENT NO. 10 TO CREDIT AGREEMENT
Credit Agreement • March 13th, 2006 • Cheniere Energy Inc • Crude petroleum & natural gas • New York

This CONSENT AND AMENDMENT NO. 10 TO CREDIT AGREEMENT (this “Amendment”), dated as of February __, 2006, is made among Sabine Pass LNG, L.P., a Delaware limited partnership (the “Borrower”), Société Générale, in its capacity as administrative agent for the Lenders (the “Agent”), HSBC Bank USA, National Association, in its capacity as collateral agent for the Lenders (the “Collateral Agent”) and the Lenders party to the Credit Agreement (as defined below).

SCHEDULE D-2 UNILATERAL CHANGE ORDER FORM
Change Order • March 13th, 2006 • Cheniere Energy Inc • Crude petroleum & natural gas

You are hereby directed to make the following additions or modifications to, or deductions from, the Work: (attach additional documentation if necessary)

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