Change Orders 2 & 3 to Agreement for EPCM dated July 21,2006


 Exhibit 10.38 
 CHANGE ORDER FORM 
  

			
	 PROJECT NAME: Sabine Pass LNG Phase 2
 Receiving, Storage and Regasification Terminal
 Expansion
	  	 CHANGE ORDER NUMBER: SP2/BE-002
  
 DATE OF CHANGE ORDER: March 9, 2007

		
	COMPANY: Sabine Pass LNG, L.P.	  	
		
	CONTRACTOR: Bechtel Corporation	  	
		
	DATE OF AGREEMENT: July 21, 2006	  	

 The Agreement between the Parties listed above is charged as follows: (attach additional documentation
if necessary) 
 Replace Attachment F, Section A., 9. (e) Sum Insured, beginning with (v) with the following: 
 “ (v) insure property loss or damage from flood and windstorm with a sub-limit not less than $100,000,000 for the combined Phase 1 and Phase
2 Facility, and...” 
 Replace the second sentence of Attachment F, Section 1B, previously revised on Change Order SP2/BE-001, with the
following: 
 “Bechtel shall procure the full limits under the builder’s risk policy under Section 1A.9, including the full
limits specified under Section 1A.9 for property loss or damage from flood and windstorm, no later than ninety (90) days after Notice to Proceed.” 
 There is no increase in the Fixed Fee associated with the implementation of the following Change Order Requests. 
 Adjustment to Bechtel’s Fixed Fee 
  

				
	 The original Fixed Fee was
	  	$	18,500,000
	 Change in Fixed Fee by previously authorized Change Orders
	  	$	0
	 The Fixed Fee prior to this Change Order was
	  	$	18,500,000
	 The Fixed Fee will change by this Change Order in the amount of
	  	$	0
	 The New Fixed Fee including this Change Order will be
	  	$	18,500,000

 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. 
 Upon execution of this Change
Order by Sabine Pass LNG, L.P. and Bechtel Corporation the above referenced change shall become a valid and binding part of the original agreement without exception or qualification unless noted in this Change Order. Except as modified by this and
any previously issued Change 
  

 Page 1 of 2 







 Orders, all other terms and Condition of the Agreement shall remain in full force and effect. This Change Order is
executed by each of the Parties’ duly authorized representatives. 
  

									
	Sabine Pass LNG, L.P.	 		 	Bechtel Corporation
					
	Authorized Signature:	 	/s/ Ed Lehotsky	 		 	Authorized Signature:	 	/s/ J. Montalvo
					
	Name:	 	Ed Lehotsky	 		 	Name:	 	Jose Montalvo
					
	Title:	 	VP LNG Project Mgmt	 		 	Title:	 	Project Manager
					
	Date of Signing:	 	3/9/07	 		 	Date of Signing:	 	14 Mar 07

  

 Page 2 of 2 







 CHANGE ORDER FORM 
  


			
	 PROJECT NAME: Sabine Pass LNG Phase 2
 Receiving, Storage and Regasification Terminal
 Expansion
	  	 CHANGE ORDER NUMBER: SP2/BE-003
  
 DATE OF CHANGE ORDER: April 19, 2007

		
	COMPANY: Sabine Pass LNG, L.P.	  	
		
	CONTRACTOR: Bechtel Corporation	  	
		
	DATE OF AGREEMENT: July 21, 2006	  	

 The Agreement between the Parties listed above is charged as follows: (attach additional documentation
if necessary) 
 Section 4.10.1.3.10 of ARTICLE 4 is added as follows: 
 Notwithstanding §4.10.1.3.4 and §4.10.1.3.5 of the Agreement, if Company Contractor’s invoice or payment application is less than or equal
to $100,000 and such invoice is for the purchase of materials, equipment or supplies for the Phase 2 Project procured under a properly approved purchase order, or such invoice, regardless of dollar amount, is for the shipment and receipt of
bulk materials for the Phase 2 Project procured under a properly approved purchase order, Bechtel shall make payment directly from the Company Contractor Payment Account on or before the due date for such payment, without Company review or approval,
provided that Company has deposited sufficient funds into the Company Contractor Payment Account and provided further that Bechtel reviews such invoices according to its standard review procedure. 
 There is no increase in the Fixed Fee associated with the implementation of the following Change Order Requests. 
 Adjustment to Bechtel’s Fixed Fee 
  

				
	 The original Fixed Fee was
	  	$	18,500,000
	 Change in Fixed Fee by previously authorized Change Orders
	  	$	0
	 The Fixed Fee prior to this Change Order was
	  	$	18,500,000
	 The Fixed Fee will change by this Change Order in the amount of
	  	$	0
	 The New Fixed Fee including this Change Order will be
	  	$	18,500,000

 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. 
  

 Page 1 of 2 







 Upon execution of this Change Order by Sabine Pass LNG, L.P. and Bechtel Corporation the above referenced change shall
become a valid and binding part of the original agreement without exception or qualification unless noted in this Change Order. Except as modified by this and any previously issued Change Orders, all other terms and Condition of the Agreement shall
remain in full force and effect. This Change Order is executed by each of the Parties’ duly authorized representatives. 
  

									
	Sabine Pass LNG, L.P.	 		 	Bechtel Corporation
					
	Authorized Signature:	 	/s/ Ed Lehotsky	 		 	Authorized Signature:	 	/s/ J. Montalvo
					
	Name:	 	Ed Lehotsky	 		 	Name:	 	Jose Montalvo
					
	Title:	 	VP LNG Proj Mgmt	 		 	Title:	 	Project Manager
					
	Date of Signing:	 	April 19, 2007	 		 	Date of Signing:	 	20 Apr 07

  

 Page 2 of 2