AMENDMENT NO. 1 TO THE PURCHASE ORDER BETWEEN BUYER AND SELLER

Exhibit 10.1

Execution Copy

AMENDMENT NO. 1 TO THE PURCHASE ORDER BETWEEN BUYER AND SELLER

This Amendment No. 1 (“Amendment”) is entered into as of January 17, 2007 (“Effective Date”), and is attached to and made a part of the Purchase Order No. 51525-Pipe-003-00 (the “Purchase Order”), dated as of July 31, 2006, by and between Cheniere Creole Trail Pipeline, L.P. (“Buyer”) and ILVA S.p.A. (“Seller”).

In consideration of the mutual promises set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows:

IN WITNESS WHEREOF, Buyer and Seller have caused this Amendment to be signed and delivered by their duly authorized officers, and this Amendment shall be effective on the Effective Date.

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Execution Copy

Exhibit 1

[Please see attached.]

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Exhibit 2

ATTACHMENT C

STANDBY LETTER OF CREDIT

WE HEREBY ISSUE THIS IRREVOCABLE STANDBY LETTER OF CREDIT (“LETTER OF CREDIT”) NO.                     

FOR AN INITIAL AMOUNT OF                      U.S. DOLLARS (U.S.$                      ) (THE “STATED AMOUNT”). THIS LETTER OF CREDIT IS ISSUED ON BEHALF OF THE APPLICANT TO SUPPORT APPLICANT’S PAYMENT OBLIGATIONS FOR LOTS 4 AND 5 UNDER THAT CERTAIN PURCHASE ORDER, DATED AS OF AUGUST 3, 2006, AS AMENDED (THE “PURCHASE ORDER”).

EXPIRY DATE: THIS LETTER OF CREDIT SHALL EXPIRE AND BECOME AUTOMATICALLY NULL AND VOID ON THE EARLIER OF         [                    ] IN ITALY OR WHEN THE STATED AMOUNT HAS BEEN REDUCED TO ZERO U.S. DOLLARS (U.S.$0), WHETHER OR NOT THIS LETTER OF CREDIT IS RETURNED TO US.

FUNDS UNDER THIS LETTER OF CREDIT ARE AVAILABLE WITH BANCA INTESA—SARANNO BRANCH, ITALY BY PAYMENT AGAINST THE PRESENTATION OF: (A) YOUR DRAFT(S) DRAWN ON [                    ] (THE “ISSUING BANK”) AT SIGHT IN THE FORM OF ANNEX I ATTACHED HERETO APPROPRIATELY COMPLETED, (B) A DRAWING CERTIFICATE DULY SIGNED IN THE FORM OF ANNEX II ATTACHED HERETO APPROPRIATELY COMPLETED, (C) A COPY OF NOTICE TO APPLICANT DULY SIGNED IN THE FORM OF ANNEX III ATTACHED HERETO AND APPROPRIATELY COMPLETED, AND (D) PRESENTATION AT COUNTERS OF BANCA INTESA—SARANNO BRANCH, ITALY OF THE FOLLOWING DOCUMENTS:

SPECIAL CONDITIONS:

– PARTIAL DRAWING: ALLOWED

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– PRESENTATION OF A BILL OF LADING IS FOR THE EVIDENCE OF SHIPMENT PURPOSES ONLY AND SUCH DOCUMENTS WILL NOT BE EXAMINED IN ACCORDANCE WITH THE U.C.P.

– IT IS A CONDITION OF THIS LETTER OF CREDIT THAT ONCE THE CUMULATIVE INVOICES PAID BY THE APPLICANT TO BENEFICIARY UNDER THE PURCHASE ORDER FOR LOTS 4 AND 5 EXCEED THE STATED AMOUNT, THE STATED AMOUNT SHALL BE REDUCED BY THE EQUIVALENT AMOUNT OF ANY SUBSEQUENT PAYMENT BY APPLICANT UNDER THE PURCHASE ORDER FOR LOTS 4 AND 5 UPON THE ISSUING BANK’S RECEIPT FROM BENEFICIARY OF A COPY OF A NOTICE OF REDUCTION DULY SIGNED BY BENEFICIARY IN THE FORM OF ANNEX IV ATTACHED HERETO AND APPROPRIATELY COMPLETED.

– THE STATED AMOUNT SHALL BE AUTOMATICALLY AND PERMANENTLY REDUCED BY THE AMOUNT OF ANY DRAWING RECEIVED BY BENEFICIARY PURSUANT TO THIS LETTER OF CREDIT.

INSTRUCTIONS TO ADVISING BANK: YOU ARE AUTHORIZED TO CLAIM ON US VIA AUTHENTICATED SWIFT CERTIFYING TO US THAT THE DRAFT AND ACCOMPANYING DOCUMENTS ARE RECEIVED IN FULL COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT AND YOU ARE FORWARDING THE DRAFT AND CORRESPONDING DOCUMENTS TO US VIA COURIER SERVICE UNDER ONE COVER. WE UNDERTAKE TO HONOR YOUR DEMAND WITHIN THREE (3) BANKING DAYS AFTER RECEIPT OF YOUR CLAIM.

ALL BANKING CHARGES OUTSIDE THE COUNTRY OF ISSUANCE OF THIS LETTER OF CREDIT CHARGES ARE FOR THE ACCOUNT OF THE BENEFICIARY.

EXCEPT SO FAR AS OTHERWISE EXPRESSELY STATED, THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 500 (“U.C.P.”), AND AS TO ANY MATTERS NOT SPECIFICALLY COVERED THEREBY, THIS LETTER OF CREDIT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.

THIS LETTER OF CREDIT SETS FORTH IN FULL THE TERMS OF OUR UNDERTAKING AND SUCH UNDERTAKING SHALL NOT IN ANY WAY BE MODIFIED OR AMPLIFIED BY REFERENCE TO ANY DOCUMENT, INSTRUMENT OR AGREEMENT REFERRED TO HEREIN OTHER THAN THE U.C.P. OR OTHER THAN BY AGREEMENT IN WRITING BETWEEN BENEFICIARY AND APPLICANT AND CONSENTED TO BY US.

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ANNEX I

STANDBY LETTER OF CREDIT NUMBER                     

DRAFT

DATE:                             

PAY AT SIGHT TO ORDER OF OURSELVES                                          AND             /100 U.S. DOLLARS (U.S.$                     ). THIS DRAFT IS PRESENTED UNDER STANDBY LETTER OF CREDIT NO.                      DATED                             , ISSUED FOR THE ACCOUNT OF CHENIERE CREOLE TRAIL PIPELINE, L.P.

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ANNEX II

STANDBY LETTER OF CREDIT NUMBER                     

DRAWING CERTIFICATE

DATE:                             

GENTLEMEN:

REFERENCE IS MADE TO THAT CERTAIN STANDBY LETTER OF CREDIT NO.                      (THE “LETTER OF CREDIT”) ISSUED BY YOU IN FAVOR OF ILVA S.P.A. (“BENEFICIARY”).

IN ACCORDANCE WITH THAT CERTAIN PURCHASE ORDER, DATED AS OF AUGUST 3, 2006, AS AMENDED, BY AND BETWEEN BENEFICIARY AND CHENIERE CREOLE TRAIL PIPELINE, L.P. (“APPLICANT”) (THE “PURCHASE ORDER”), THE UNDERSIGNED, AN OFFICER OF BENEFICIARY, DOES HEREBY CERTIFY THAT:

1. APPLICANT HAS FAILED TO PAY AMOUNTS FOR GOODS AND SERVICES (A) OWED TO BENEFICIARY FOR LOTS 4 AND 5 WITHIN THE TIME ALLOWED UNDER THE PURCHASE ORDER, AND (B) FOR WHICH BENEFICIARY HAS SUBMITTED TO APPLICANT AN INVOICE (ATTACHED HERETO) IN ACCORDANCE WITH THE PURCHASE ORDER; AND

2. BENEFICIARY HAS SHIPPED SUCH GOODS, AS EVIDENCED BY THE ATTACHED BILL OF LADING OR BENEFICIARY HAS COATED THE GOODS, AS EVIDENCED BY THE ATTACHED TALLY LIST, WHICHEVER IS APPLICABLE; AND

3. BENEFICIARY HAS PROVIDED WRITTEN NOTICE TO APPLICANT IN THE FORM OF ANNEX III TO THE LETTER OF CREDIT, DATED AT LEAST THIRTY (30) DAYS AFTER THE DATE OF THE ATTACHED INVOICE AND AT LEAST FIVE (5) CALENDAR DAYS PRIOR TO THE DATE OF THIS DRAWING CERTIFICATE, STATING BENEFICIARY’S INTENT TO DRAW AGAINST THE LETTER OF CREDIT AND THE AMOUNT TO BE DRAWN. A COPY OF SUCH NOTICE IS ATTACHED HERETO; AND

4. APPLICANT HAS FAILED TO CURE SUCH FAILURE TO PAY PRIOR TO THE DATE OF THIS CERTIFICATE; AND

5. BENEFICIARY IS ENTITLED TO PAYMENT OF                      U.S. DOLLARS (U.S.$                     ), WHICH REPRESENTS NO MORE THAN THE AMOUNTS OWED FOR THOSE GOODS AND SERVICES FOR WHICH PAYMENT IS OWED UNDER THE PURCHASE ORDER FOR LOTS 4 AND 5 BUT WHICH HAVE NOT BEEN PAID.

YOU ARE REQUESTED TO REMIT PAYMENT OF THIS DRAWING IN IMMEDIATELY AVAILABLE FUNDS BY WIRE TRANSFER TO THE FOLLOWING ACCOUNT:

[ACCOUNT INFORMATION]

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IN WITNESS WHEREOF, THE UNDERSIGNED HAS EXECUTED AND DELIVERED THIS CERTIFICATE AS OF THIS                      DAY OF                             , 20        .

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ANNEX III

STANDBY LETTER OF CREDIT NUMBER                     

FORM OF NOTICE TO APPLICANT

DATE:                             

RE: Standby Letter of Credit No.                             ; Purchase Order, dated as of August 3, 2006, as amended, by and between Beneficiary and Cheniere Creole Trail Pipeline, L.P. (“Buyer”) (“Purchase Order”)

To Whom It May Concern:

ILVA S.p.A. (“Seller”) hereby gives Buyer notice that Buyer has failed to pay amounts owed to Seller under the Purchase Order for Lots 4 and 5, generally specified as follows:

                                                                                                                                                       .

If Buyer does not cure such failure to pay within five (5) calendar days of Buyer’s receipt of this notice, Seller intends to draw down or collect against the Letter of Credit in the amount of [                             U.S. Dollars (U.S.$            ]).

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ANNEX IV

STANDBY LETTER OF CREDIT NUMBER                     

NOTICE OF REDUCTION

DATE:                             

RE: STANDBY LETTER OF CREDIT NO.                     

GENTLEMEN:

REFERENCE IS MADE TO THAT CERTAIN STANDBY LETTER OF CREDIT NO.                      (THE “LETTER OF CREDIT”) ISSUED BY YOU IN FAVOR OF ILVA S.P.A. (“BENEFICIARY”).

IN ACCORDANCE WITH THAT CERTAIN PURCHASE ORDER, DATED AS OF AUGUST 3, 2006, AS AMENDED, BY AND BETWEEN BENEFICIARY AND CHENIERE CREOLE TRAIL PIPELINE, L.P. (“APPLICANT”) (THE “PURCHASE ORDER”), THE UNDERSIGNED, AN OFFICER OF BENEFICIARY, DOES HEREBY PROVIDE NOTICE THAT:

1. THE CUMULATIVE INVOICES PAID BY THE APPLICANT TO BENEFICIARY UNDER THE PURCHASE ORDER FOR LOTS 4 AND 5 EXCEED THE STATED AMOUNT OF THE LETTER OF CREDIT, AND THEREFORE EACH SUBSEQUENT PAYMENT BY APPLICANT UNDER THE PURCHASE ORDER FOR LOTS 4 AND 5 REDUCES THE STATED AMOUNT BY THE EQUIVALENT AMOUNT OF THE SUBSEQUENT PAYMENT.

2. ATTACHED HERETO IS A COPY OF AN ELECTRONIC FUNDS TRANSFER TRANSMITTAL EVIDENCING THE AMOUNT OF THE RELEVANT SUBSEQUENT PAYMENT.

3. THEREFORE, YOU ARE REQUESTED TO IMMEDIATELY REDUCE THE STATED AMOUNT OF THE LETTER OF CREDIT BY [                      U.S. DOLLARS (U.S.$                     )] SO THAT THE STATED AMOUNT WILL THEREAFTER BE [                     U.S. DOLLARS (U.S.$                     )].

IN WITNESS WHEREOF, THE UNDERSIGNED HAS EXECUTED AND DELIVERED THIS NOTICE AS OF THIS              DAY OF                             , 20        .

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		PURCHASE ORDER				THIS NUMBER MUST APPEAR ON INVOICES, SHIPPING PAPERS, BOXES, CRATES AND ALL CORRESPONDENCE.
						PURCHASE ORDER NO. 51525-Pipe-003-00
		Cheniere Creole Trail Pipeline, L.P.				INTERNAL PO#: 99100776 OP
		717 Texas Avenue, Suite 3100				M.R. #:		Field MR#
		Houston, TX 77002				DATE ORDERED:         7/31/2006
						REVISION ORDER NO. 51525-Pipe-003-01		Date: 1/17/2007
						PAGE                     1 OF 13
R.K. Teague		713 ###-###-####		###-###-####		DATE DELIVERY REQUIRED AT "SHIP TO"
BUYER		PHONE		FAX		6/30/2007

SELLER: ILVA S.p.A. Viale Certosa, 249 Milano 20151		SHIP TO: Bayou Companies, LLC New Iberia, LA

COST ACCT. DISTRIBUTION: CT Seg 2 - Acct 1098

CONTACT/PHONE NO: April Schatte (713) 961-5858

SHIPPING TERMS: See Below

SHIPPING METHOD: Ocean Frt.

PAYMENT TERMS: Installment Terms

FINAL SHIPPING POINT:

PROMISE SHIP DATE:   6/30/2007

LINE

QTY

U/M

PART #DESCRIPTION

TAG

#

REFERENCE

AREA/LOC.

UNIT PRICE

EXTENSION

1.001

2,880

FT

PHASE 1 PIPE

$

275.28

$

792,806.40

Pipe, DSAW, 42" OD x 0.888" WT, API 5L-X70, 14- 16 Mil FBE Outer coating w/40 mils minimum overcoating, 1.5 mils internal flow coating, per the specifications referenced in Notes, nominal joint length 40'

The following is a breakout of unit cost per foot:

Bare Pipe:                         $205.08

FBE & ARO Coating:        $33.33

ID Lining                              $6.72

FRT. New Iberia:                $30.15

GRAND TOTAL:

CONTINUED

		/s/ April Schatte		SIGNATURE:         /s/ R. Keith Teague		Date:                1/17/2007