Seller and Buyer are parties to that certain LNG Sale and Purchase Agreement dated as of December 11, 2011 (“Agreement”); and
Seller and Buyer desire to amend the Agreement to clarify the rights and obligations of the Parties under the Agreement regarding certain conditions precedent, start-up timing, and other terms, all as set forth herein.
(i) the second (2nd) Train to be constructed at the Sabine Liquefaction Facility pursuant to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility dated December 20, 2012, between Seller and Bechtel Oil, Gas and Chemicals, Inc.; (ii) in the event that the agreement described in clause (i) were to be terminated and a replacement engineering, procurement and construction contract were to be entered into by Seller for the third (3rd) and fourth (4th) Trains to be constructed at
Section 2.2.1(c) of the Agreement is amended by deleting the last “and” therein.
Section 2.2.1(d) of the Agreement is deleted in its entirety, and the following Section 2.2.1(d) is inserted in lieu thereof:
the Approvals required for Seller to export LNG from the Designated Train are in full force and effect; and
A new Section 2.2.1(e) is added to the Agreement as follows:
Seller has issued to the Person primarily responsible for construction of the Designated Train and any other facilities at the Sabine Pass Facility needed to enable Seller to fulfill its obligations under this Agreement, an unconditional full notice to proceed with the construction of the Designated Train and any other facilities at the Sabine Pass Facility needed to enable Seller to fulfill its obligations under this Agreement.
Section 2.2.3 of the Agreement is amended by deleting the words “June 30th, 2013” and replacing them with the words “December 31st, 2013”.
Section 4.2.1 of the Agreement is deleted in its entirety, and the following Section 4.2.1 is inserted in lieu thereof:
The period that begins on the first Day of the Month that follows the date that is fifty-seven (57) Months after the CP Fulfillment Date and ends one hundred eighty (180) Days later shall be the “First Window Period”.
Section 4.5 of the Agreement is deleted in its entirety.
All provisions of the Agreement not specifically amended hereby shall remain in full force and effect.
Dispute Resolution; Immunity. The provisions of Section 21.1 (Dispute Resolution) and Section 21.4 (Immunity) of the Agreement shall apply in this Amendment as if incorporated herein mutatis mutandis on the basis that references therein to the Agreement are to this Amendment.
Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York (United States of America) without regard to principles of conflict of laws that would specify the use of other laws.
Entire Agreement. The Agreement, as amended by this Amendment, constitutes the entire agreement between the Parties and includes all promises and representations, express or implied, and supersedes all other prior agreements and representations, written or oral, between the Parties relating to the subject matter thereof.
Amendments and Waiver. This Amendment may not be supplemented, amended, modified or changed except by an instrument in writing signed by Seller and Buyer and expressed to be a supplement, amendment, modification or change to the Agreement. A Party shall not be deemed to have waived any right or remedy under this Amendment by reason of such Party's failure to enforce such right or remedy.
Counterparts. This Amendment may be executed in two counterparts and each such counterpart shall be deemed an original Amendment for all purposes, provided that neither Party shall be bound to this Amendment unless and until both Parties have executed a counterpart.
SABINE PASS LIQUEFACTION, LLC
GAIL (INDIA) LIMITED
/s/ H. D. Thames
/s/ Rajesh Vedvyas
Name: H. Davis Thames
Name: Rajesh Vedvyas
Title: Executive Vice President
Title: Executive Director