AMENDMENT NO. 2 TO AMENDED AND RESTATED CAPACITY RIGHTS AGREEMENT

This Amendment No. 2 (this “Amendment”) dated April 1, 2011, amends that certain Amended and Restated Capacity Rights Agreement dated July 1, 2010, as amended by Amendment No. 1 to Amended and Restated Capacity Rights Agreement, dated December 16, 2010 (as amended, the “Original Agreement”), by and between Sabine Pass LNG, L.P., a Delaware limited partnership (“Sabine”) and JPMorgan LNG Co., a Delaware company (“LNGCo”). Sabine and LNGCo 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:

 

“6.2    Transition Period” CMI shall purchase any LNGCo inventory remaining in storage at the Sabine Pass Terminal (other than such inventory (i) that was delivered pursuant to a Term Purchase Agreement, (ii) which LNGCo has contracted to sell to a third party with a delivery period occurring after the end of the Term, or (iii) which is identified in any of the scenarios in the Initial Sales Plan applicable to such inventory to be exported and sold with a delivery period occurring after the end of the Term, which such inventories shall remain with LNGCo) as of the last day of the Term as provided in Section 9.7(a) of the Services Agreement.”

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.