FORM OF CONSENT AND WAIVER AGREEMENT NO. 8 TO CREDIT AGREEMENT

Exhibit 10.24

FORM OF CONSENT AND WAIVER AGREEMENT NO. 8

TO CREDIT AGREEMENT

This CONSENT AND WAIVER AGREEMENT NO. 8 TO CREDIT AGREEMENT (this “ Consent ”), dated as of November 28, 2005, is made among Sabine Pass LNG, L.P., a Delaware limited partnership (the “ Borrower ”), Société Générale, in its capacity as administrative agent for the Lenders (the “ Agent ”), HSBC Bank USA, National Association, in its capacity as collateral agent for the Lenders (the “ Collateral Agent ”) and the Lenders party to the Credit Agreement (as defined below).

WITNESSETH

WHEREAS, the Borrower, the Agent and the Collateral Agent are party to a Credit Agreement dated as of February 25, 2005 (as amended, modified and supplemented and in effect from time to time, the “ Credit Agreement ”), pursuant to which the lenders from time to time party thereto (the “ Lenders ”) have agreed to make loans to the Borrower in an aggregate principal amount of up to $822,000,000;

WHEREAS, the Borrower and Bechtel Corporation (the “ EPC Contractor ”) have entered into an Engineering, Procurement and Construction Agreement (as amended, modified and supplemented and in effect from time to time, the “ EPC Contract ”) relating to the Project;

WHEREAS, pursuant to the Consent Agreement No. 7 dated as of August 29, 2005 (“ Consent No. 7 ”) among the Borrower, the Agent and the Collateral Agent, Majority Lender consent was granted for a Change Order with respect to an increase in the Project’s send-out pressure (the “ Send-Out Pressure Change Order ”) which Send-Out Pressure Change Order was expected to result in an increase in the price of the EPC Contract of not more than $50 million (as more fully described in the Consent Request Letter).

WHEREAS, a condition subsequent to the effectiveness of Consent No. 7 was a contribution to the Construction Account in cash in an amount of the Send-Out Pressure Change Order to be used for the purposes of paying Project Costs prior to the Funding Date (the “ Change Order Price ”).

WHEREAS, pursuant to a consent request letter (the “ Consent Request Letter ”) attached hereto as Exhibit A , the Borrower has requested (a) a waiver and the consent of the Lenders pursuant to Section 8.16(e) of the Credit Agreement, for the incurrence of unsecured subordinated Indebtedness to be provided by an Affiliate of the Borrower in an amount not to exceed $50 million, which Indebtedness shall be subordinated to the Secured Obligations on terms substantially in the form attached as Exhibit F to the Credit Agreement (the “ Subordinated Indebtedness ”) and (b) a waiver of Section 8.20(a)(i)(C)(1) of the Credit Agreement and of Section 4(a) of Consent No. 7 in order to permit the Borrower to contribute the proceeds of such Subordinated Indebtedness to fund the Send-Out Pressure Change Order in lieu of an equity contribution.

Consent and Amendment No. 8

NOW THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Definitions . Capitalized terms (including those used in the preamble and the recitals above) not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the principles of interpretation set forth therein shall apply herein.

Section 2. Subordinated Indebtedness . Subject to the satisfaction of the condition set forth in Section 4 hereof, the Agent, acting with the consent of the Majority Lenders, hereby (a) consents to the incurrence of the Subordinated Indebtedness by the Borrower, provided that such Indebtedness is incurred on terms substantially in the form attached hereto as Exhibit B and (b) waives the requirements of the proviso to Section 8.16 of the Credit Agreement solely to the extent necessary for the Borrower to incur the Subordinated Indebtedness on the terms referred to in clause (a)  above.

Section 3. Equity Contribution Requirements . Subject to the satisfaction of the condition set forth in Section 4 hereof, the Agent, acting with the consent of the Majority Lenders, hereby waives the requirements of Section 8.20(a)(i)(C)(1) of the Credit Agreement and Section 4(a) of Consent No. 7 to make a contribution in connection with the Send-Out Pressure Change Order, solely to the extent necessary to permit the Borrower to satisfy such contribution obligation by contributing the proceeds of the Subordinated Indebtedness to the Construction Account in lieu thereof.

Section 4. Condition Precedent . This Consent shall become effective on the date on which the Agent has received counterparts of this Consent duly executed and delivered by the Borrower.

Section 5. Miscellaneous .

(a) Limited Consent .

(i) Except as expressly consented to hereby, all of the representations, warranties, terms, covenants, conditions and other provisions of the Credit Agreement and the other Financing Documents shall remain unchanged and unwaived and shall continue to be and shall remain in full force and effect in accordance with their respective terms.

(ii) The consent set forth herein shall be limited precisely as provided for herein to the provisions expressly consented to and shall not be deemed to be a waiver of any right, power or remedy of any Lender, the Agent or the Collateral Agent under, or a waiver of, consent to or modification of, any other term or provision of the Credit Agreement, any other Financing Document referred to therein or herein or of any transaction or further or future action on the part of the Borrower which would require the consent of the Lenders under the Credit Agreement or any of the other Financing Documents.

Consent and Amendment No. 8

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(iii) Except as provided in Section 2 and Section 3 hereof, nothing contained in this Consent shall abrogate, prejudice, diminish or otherwise affect any powers, rights, remedies or obligations of any Person arising before the date of this Consent.

(b) Financing Document . This Consent shall be deemed to be a Financing Document referred to in the Credit Agreement and shall be construed, administered and applied in accordance with the terms and provisions thereof.

(c) Counterparts; Integration; Effectiveness . This Consent may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any party hereto may execute this Consent by signing any such counterpart.

(d) Costs and Expenses . The Borrower agrees to pay and reimburse the Agent for all its reasonable costs and out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of counsel to the Agent and the Lenders) incurred in connection with the preparation and delivery of this Consent and such other related documents.

(e) Governing Law . THIS CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[Signature Pages Follow]

Consent and Amendment No. 8

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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered as of the day and year first above written.

Consent and Amendment No. 8

Consent and Amendment No. 8

Consent and Amendment No. 8

Exhibit A

to Consent and Amendment No. 8

Consent Request Letter

Consent and Amendment No. 8