FIRST AMENDMENT TO SECURITY DEPOSIT AGREEMENT

This FIRST AMENDMENT TO SECURITY DEPOSIT AGREEMENT (this “ Amendment ”) is entered into, as of June 19, 2009, by Cheniere LNG Holdings, LLC, a Delaware limited liability company (“ Holdings ”), The Bank Of New York Mellon, a New York banking corporation, in its capacity as agent, bank and securities intermediary for the secured parties (in such capacity, the “ Depositary Agent ”) and The Bank Of New York Mellon, a New York banking corporation, as collateral agent (in such capacity and together with its successors, the “ Collateral Agent ”).  All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Depositary Agreement and the Credit Agreement (as each term is defined below).

A.            Holdings has entered into that certain Security Deposit Agreement, dated as of August 15, 2008, by and among Holdings, the Depositary Agent and the Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time, the “ Depositary Agreement ”);

B.             Holdings has entered into that certain Credit Agreement, dated as of August 15, 2008, by and among Cheniere Common Units Holding, LLC (the “ Borrower ”), the Administrative Agent, certain affiliates of the Borrower signatory thereto and the lenders from time to time party thereto (the “ Lenders ”) (as amended by that certain First Amendment to Credit Agreement, dated as of September 15, 2008, Second Amendment to Credit Agreement, dated as of December 31, 2008, Third Amendment to Credit Agreement, dated as of April 3, 2009, Fourth Amendment to Credit Agreement, dated as of April 9, 2009, Amendment No. Four-A to Credit Agreement, dated as of April 27, 2009, and Amendment No. Four-B to Credit Agreement, dated as of April 28, 2009, as further amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”);

C.             Holdings has requested that the Depositary Agreement be amended as herein set forth; and

D.             Subject to certain conditions as set forth herein, the Depositary Agent, the Collateral Agent and the Lenders party hereto are willing to agree to such amendments relating to the Depositary Agreement.

NOW THEREFORE, in consideration of the premises and the agreements, other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Holdings, the Depositary Agent, the Collateral Agent and the Required Lenders, hereby agree as follows:

“ First Amendment ” shall mean that certain First Amendment to Depositary Agreement, dated as of June 19, 2009, among Holdings, the Depositary Agent, the Collateral Agent and the Required Lenders.

“(ii)          At any time following the first date that the first full monthly payment under the Chevron TUA has been received, funds in the Account in excess of the amount required to make the next three monthly payments under the CMI TUA may be disbursed from the Account to pay distributions to Holdings or another Loan Party; provided that (i) no Event of Default has occurred and is continuing and (ii)(A) each time a disbursement from the Account is made pursuant to this Section 3.1(b)(ii), a duly completed and executed Withdrawal Certificate and Financial Officer’s Certificate has been delivered certifying that (1) no Event of Default has occurred and is continuing, (2) Section 4.08 of the Sabine Indenture does not prohibit the making of distributions by Sabine, (3) such Financial Officer has no knowledge of any circumstance or event that could reasonably be expected to cause Sabine not to be able to make a distribution during the calendar quarter immediately following the delivery of such certificate and (4) such Financial Officer has no knowledge of any circumstance or event that could reasonably be expected to cause CQP not to make a distribution during such following calendar quarter at least equal to the 42.5 cents per share on all common, subordinated and general partner units outstanding; and (B) in addition to the requirements of clause (ii)(A) of this proviso, each time a disbursement from the Account is made pursuant to this Section 3.1(b)(ii) on or prior to the release of the Distribution Funds (defined below) a duly completed and executed Withdrawal Certificate and Financial Officer’s Certificate has been delivered certifying that CQP has funds on deposit in the Distribution Reserve Account in an amount not less than $34,800,000 (the “ Distribution Funds ”), and that the Distribution Funds will be released and distributed to the TUA Reserve Account on or prior to August 14, 2009.”.