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EXHIBIT 10.24
 
 
AMENDMENT NO. 1 TO
TRI-PARTY AGREEMENT
 
This Amendment No. 1 (this “Amendment”) dated December 16, 2010, amends that certain Tri-Party Agreement dated June 24, 2010 and effective as of July 1, 2010 (the “Original Agreement”), by and among Cheniere Energy Investments, LLC, a Delaware limited liability company (“Investments”), JPMorgan LNG Co., a Delaware company (“LNGCo”), and Sabine Pass LNG, L.P., a Delaware limited partnership (“Sabine”).  Investments, LNGCo and Sabine are sometimes individually referred to as a “Party” and, collectively, referred to as the “Parties”.  Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Agreement.
WHEREAS, the Parties desire to amend the Original Agreement in accordance with the terms of this Amendment; and
NOW, THEREFORE, in consideration of the mutual agreements, covenants and conditions contained in this Agreement, as well as for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.    Amendment to Section 1.1
(a)    Section 1.1 of the Original Agreement is hereby amended by deleting “an LNGCo TUA,” where it appears in the definition of “Applicable Law.”
(b)    Section 1.1 of the Original Agreement is hereby amended by deleting “and any LNGCo TUA,” where it appears in the definition of “LNGCo Agreement.”
(c)    Section 1.1 of the Original Agreement is hereby amended by deleting the definition of “LNGCo TUA” where it appears therein.
2.    Amendment to Section 3.1
(a)    Section 3.1 of the Original Agreement is hereby amended by deleting “and Section 3.3” where it appears in the first sentence of such Section.
(b)    Section 3.1(a) of the Original Agreement is hereby amended by deleting the proviso contained therein and substituting the following therefor:
“provided, however, that LNGCo shall only be party to such OCA during the term of the LNGCo CRA or any Term Purchase TUA; and”
3.    No Other Changes; Reference.  Except as specifically amended by this Amendment, the Original Agreement shall remain in full force and effect.  
 
 

 


 


 
4.    Governing Law.  This Amendment shall be governed by, construed and enforced in accordance with the State of New York, without regard to principles of laws (whether of the State of New York or any other jurisdiction).
5.    Counterparts.  This Amendment may be executed in counterparts and if so executed by each Party hereto, all copies together shall constitute a single agreement.
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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.
 
SABINE PASS LNG, L.P.
By: Sabine Pass LNG-GP, LLC
       its general partner
 
			
	By:
	 
	/s/ R. Keith Teague

	Name:
	 
	R. Keith Teague

	Its:
	 
	President




 
 
 
CHENIERE ENERGY INVESTMENTS, LLC
    
			
	By:
	 
	/s/  Meg A. Gentle

	Name:
	 
	Meg A. Gentle

	Its:
	 
	Chief Financial Officer




 
 
 
JPMORGAN LNG Co.
			
	By:
	 
	/s/  Patrick Strange

	Name:
	 
	Patrick Strange

	Its:
	 
	Vice President




 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Signature Page to Amendment No. 1 to Tri-Party Agreement